Providing creative strategies and practical advice for special situations involving complex and unique capital structures is a core strength of our firm.

From making debt and equity investments, to capitalizing on distressed and other special situation events, to restructuring existing investments or implementing exit strategies—investors, including commercial banks, private equity, credit and special situations funds, as well as institutional investors, indenture trustees, administrative agents, and independent directors, turn to Chapman for investment, special situations and restructuring advice.

Chapman’s Special Situations and Restructuring group serve as critical legal strategists and negotiators for investors and financial stakeholders and advise on strategic and value-maximizing business opportunities. The group’s broad finance, M&A, equity, restructuring, and bankruptcy experience helps clients structure event-driven and special situation investments to achieve business objectives in the most efficient and cost-effective manner possible. Our areas of concentration include:

Featured Trending Sectors

While our Special Situations and Restructuring team has in-depth industry experience across a wide range of sectors, the gaming, health care and senior living, life sciences, and real estate sectors have been particularly active. A sampling of notable Chapman engagements are highlighted below.


Chapman serves as counsel for transactions involving the acquisition, sale, and financing of casinos, racetracks, and racinos. Notable engagements include:

  • Counsel to Clairvest Group Inc. and Rubico Gaming LLC in a joint venture to acquire the Delaware Park casino and racetrack in Wilmington and in connection with the financing of such transaction.
  • Counsel to Spectacle Entertainment, majority partner in a joint venture, in connection with the acquisition of the Majestic Star riverboat casinos and, later, the financing and development of the Hard Rock Northern Indiana Casino in Gary.
  • Counsel to Clairvest Group Inc. in the purchase of an equity interest in video gaming company Accel Entertainment, Inc.
  • Counsel to Centaur Holdings, LLC in connection with its acquisitions of two casinos and horse racing tracks (racinos) located in Indiana pursuant to a chapter 11 plan of reorganization and a section 363 sale, and followed by, years later, the sale of the two racinos to Caesars Entertainment for $1.7 billion.

Health Care and Senior Living

Chapman serves as counsel for transactions to finance a broad spectrum of workouts, mergers, acquisitions, and asset purchases in the health care sector, including health care institutions, skilled nursing facilities, physician practices, and senior living communities, device and pharmaceutical manufacturers and suppliers, and technology providers. Notable engagements include:

  • Bankruptcy co-counsel to Avadim Health, Inc., a health care and wellness company, in the sale of substantially all of its assets to a European-based private credit alternative asset management firm in a section 363 sale. Prior to entering bankruptcy, Chapman represented the Restructuring Committee of Avadim Health’s Board of Directors.
  • Counsel to a commercial bank in its $1.5 billion acquisition of a portfolio of health care equipment leases and loans involving 1,100 hospitals and 3,600 physician practices and diagnostic and imaging centers across the US. The transaction included a five-year vendor finance program agreement.
  • Counsel to continuing care retirement community (CCRC) operator Covenant Living as the successful bidder in three section 363 sales for the assets of CCRCs in Indiana, New Hampshire, Oklahoma, and Texas.
  • Counsel to a secured lender in the restructuring of loans to a pain management company.
  • Counsel to administrative agent in workout of loan to MSO serving pain management clinics.

Life Sciences

Chapman represents private credit lenders and borrowers in financing transactions for early- and late-stage companies involved in biotechnology, pharmaceuticals, medical devices, diagnostics, and digital health. Notable engagements include:

  • Counsel to a life sciences company in connection with the structuring of a $40 million loan, with an additional accordion facility of up to $20 million and associated warrants, involving a European-headquartered investment firm.
  • Counsel to life sciences hedge fund in connection with a $20 million senior debt facility for a biotechnology company pioneering a new class of small-molecule drugs that selectively destroy disease-causing proteins via degredation.
  • Counsel to a North Carolina-based medical devices company in connection with the issuance of convertible notes.
  • Counsel to life sciences hedge fund in connection with a workout of a secured debt investment.

Real Estate

Chapman represents lenders and investors in various types of real estate transactions involving a wide range of assets, including hotels, retail centers, residential and office buildings, manufacturing facilities, and warehouses. Recent notable transactions include:

  • Counsel to Mishmeret Trust Company Ltd., an Israel-based trustee, in connection with the restructuring of $750 million of bonds issued by All Year Holdings Ltd. including:
    • the sale of a 911-unit residential apartment building complex located in Brooklyn, New York part of which served as collateral for $250 million of bonds;
    • the multi-jurisdictional bankruptcy proceedings of All year Holdings in the Southern District of New York, the British Virgin Islands and Israel; and
    • the restructuring of $180 million of bonds secured by the William Vale Hotel located in Brooklyn, New York. 
  • Counsel to the trustees appointed by the Tel Aviv Court in connection with the restructuring of approximately $254 million of Tel Aviv Stock Exchange traded bonds issued by Starwood West Limited, a British Virgin Islands issuer whose subsidiaries own and operate seven shopping malls located in the US, including the out-of-court workout and modification of over $600 million of CMBS loans backed by six shopping malls.
  • Counsel to several Israeli investment funds in connection with mezzanine and secured loans, including acquisition, inventory and construction loans, to owners of commercial and residential real estate located in the US.
  • Counsel to an Israel-based equity investor in a joint venture to acquire single family homes located in the US.
  • Counsel to not-for-profit higher education institution in connection with the assignment of its rights under a long-term lease to a not-for-profit tenant.
  • Counsel to the independent manager of Wardman Hotel Operator, LLC, the owner of a 1,100 room hotel and conference center in Washington, DC through the company’s bankruptcy filing, section 363 sale, and liquidation under a plan of reorganization.




Special Situations and Restructuring Updates


We have always been focused on finance.

  • 1913
    TS Chapman partners with Henry Cutler to form Chapman and Cutler
  • 1st
    Chapman's first client in 1913 is still a client of the firm today
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    Diverse financial practices serving regional, national, and global clients
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