Michael A. Rosenthal is a partner of Gibson, Dunn & Crutcher LLP and Co-Chair of the Firm’s Business Restructuring and Reorganization Practice Group.  Based in New York, Mr. Rosenthal extensive experience in reorganizing distressed businesses and related corporate reorganization and debt restructuring matters.  With a long history in the representation of chapter 11 debtors, acquirors of distressed assets and investors in distressed businesses, he has represented distressed debtors, private equity and hedge funds and companies involved in a variety of business sectors, including energy, retail, manufacturing, real estate, engineering, construction, medical, airlines, media, telecommunications and banking. 

Over the years, his debtor clients have included, among others, FINOVA, Solutia, Inc., FLAG Telecom, Atlantic Coast Airlines, First RepublicBank Corporation, Resorts International, Financial News Network (now known as CNBC), nationally known homebuilders and National Gypsum Company (now known as Asbestos Claims Management Corporation) and his non-debtor clients have included, among others, Investcorp, Intel, Textron Financial, Catterton Partners, Oldcastle, Q Investments, Tenet Healthcare, Cooper Industries and The Shaw Group Inc.

During the recent financial and credit crisis, Mr. Rosenthal has been active in representing and providing advice to entities regarding their rights and exposure related to difficulties in the financial services sector, including issues related to loan restructurings, spin-offs, derivative products, securitizations,  and customer account issues.  Among others, he is presently representing all of the Lehman Brothers Private Equity Funds and various other large, public companies in the chapter 11 and related cases involving Lehman Brothers and its affiliates.

In addition to debtors, acquirors and investors, Mr. Rosenthal has represented creditors' committees, secured and unsecured creditors, bondholders and trustees.  He also has substantial experience in out-of-court restructurings and pre-packaged chapter 11 cases, and in advising private equity firms and others on distressed and fulcrum security investing strategies.  In this regard, Mr. Rosenthal is frequently consulted to analyze the capital structure of companies and to advise on first lien/second liens issues and the strengths, weaknesses and relative priorities of outstanding bond and/or equity security issues.

Mr. Rosenthal is one of the country's leading lawyers on restructuring issues related to companies with asbestos and other mass tort liability.  He has advised substantial section 524(g) asbestos settlement trusts, companies seeking to resolve their asbestos exposure and entities seeking to acquire or invest in companies that have such exposure. 

• Solutia Inc.: Representation of Solutia Inc. and its affiliates in connection with their chapter 11 cases involving complex environmental, pension, litigation, and indemnification issues.  In addition to the filing and handling of Solutia's chapter 11 cases, the firm represented Solutia and its affiliates in a prepetition restructuring of secured bank debt.
• FINOVA Group Inc., et al.: Representation of chapter 11 debtor in stand-alone reorganization with approximately $11 billion of debt, including a new loan by a joint venture of Berkshire Hathaway and Leucadia National Corporation.  Plan confirmed less than six months after filing.
• FLAG Telecom Holdings Limited: Representation of London-based chapter 11 debtor in its six-month reorganization case which restructured more than $3 billion in debt.
• Building Industry Restructurings:  Representation of various major U.S. based construction and homebuilding entities in their out of court restructuring efforts.  The names of these entities cannot be disclosed at this time.
• Asbestos Claims Management Corporation: Representation of chapter 11 debtor with billions of dollars of asbestos-related liabilities.  The plan, which was confirmed and consummated less than a year after the case was commenced, resulted in the creation of one of the few asbestos trusts that is operational and well funded today. 
• Resorts International, Inc.:  Representation of chapter 11 debtor in the prepackaged stand-alone reorganization of high profile Merv Griffin casino in Atlantic City, and in the sale of Paradise Island, Bahamas casino, which is now known as The Atlantis.  The case was concluded in a matter of months.
• First Republic Bank Corporation: Representation of First Republic Bank, one of the largest bank holding companies ever to seek chapter 11 protection, in a vigorously contested chapter 11 case in which pension fund surpluses were preserved for creditors of insolvent bank holding companies through a settlement negotiated with the FDIC.
• Hawaiian Airlines, Inc.: Representation of Hawaiian Airlines in its chapter 11 case, including labor negotiations, aircraft lessor litigation and formulation of code share/frequent flyer alliance with American Airlines.
• The Shaw Group/Military Housing:  Representation of The Shaw Group in connection with restructure at privatized Army, Navy and Air Force military housing projects.
• Kalikow Real Estate Company: Representation of New York developer Peter Kalikow in simultaneous restructuring negotiations and chapter 11 cases.  Continued representation to enforce discharge provisions of Plan.
• Prentiss/Copley Investment Group: Representation of The Prentiss/Copley Investment Group in connection with an out-of-court restructuring 122 office buildings and industrial properties located throughout the United States.
• American Pad & Paper Company: Representation of chapter 11 debtor that was one of the largest manufacturers and marketers of nationally branded and private label paper-based office products in the North American office products industry. 
• Financial News Network: Representation of chapter 11 debtor, including its highly publicized section 363 auction between Dow Jones/Westinghouse and General Electric's NBC unit, which led to the formation of NBC's cable news affiliate, CNBC.  The Second Circuit decision upholding the sale established new precedent concerning flexible auction procedures.
• Money's Foods U.S., Inc.: Representation of chapter 11 debtor in stand-alone reorganization of second- largest mushroom producer in North America.  During the case, the company sold several of its operating farms pursuant to section 363 sales.
• Graham-Field Health Products, Inc.: Representation of Graham-Field Health Products, Inc. and its affiliates, suppliers of medical and home health care products, in their chapter 11 cases. 
• NACO Finance Corporation: Representation of NACO Finance Corporation in complex reorganization.
• Sunnyside Cogeneration Associates: Representation of Sunnyside Cogeneration Associates in out of court restructuring.
• AutoFuel Company:  Representation of AutoFuel Company, d/b/a AFCO, a distributor of motor fuels in the Southwest and Hawaii, in its chapter 11 case in the Northern District of Texas.
• Metrocall:  Representation of debtor in chapter 11 case in the Northern District of Texas.
• Comtel Telcom Assets, L.P.:  Representation of debtor in chapter 11 case in Northern District of Texas.

Mr. Rosenthal has been responsible for the Firm's representation of the following acquirors of substantially all of the business and assets of chapter 11 debtors:

• NRG Energy/Cajun Electric:  Representation of NRG Energy in acquisition of electric generating assets of Cajun Electric Power Cooperative, Inc., a chapter 11 debtor in the Middle District of Louisiana.
• The Shaw Group/IT Group:  Representation of The Shaw Group Inc., a world-wide engineering and construction company, in its acquisition of substantially all of the assets of IT Group, Inc., another large world-wide engineering and construction company, which is a debtor in a chapter 11 case in the District of Delaware.
• Tenet Healthcare/Allegheny Health:  Representation of Tenet Healthcare Corporation in the purchase of eight Philadelphia area hospitals and the medical school owned by Allegheny Health, Education and Research Foundation and its affiliates, which are debtors in chapter 11 cases in the Western District of Pennsylvania.
• TELUS/PSI Net:  Representation of TELUS Corporation, one of Canada's largest telecommunication providers, in its acquisition of Canadian assets of PSINet, Inc., a chapter 11 debtor in the Southern District of New York.
• NRG/O’Brien Environmental:  Representation of NRG Energy in the acquisition of a controlling interest in O'Brien Environmental Energy, Inc., a chapter 11 debtor in the District of New Jersey, through competing plan of reorganization and highly contested auction.
• Jacobs Engineering/Stone & Webster:  Representation of Jacobs Engineering Group in the highly contested auction to acquire the assets of Stone & Webster, Inc., a chapter 11 debtor in the District of Delaware.

Mr. Rosenthal also spearheaded the Firm's successful representation of creditors and official unsecured creditors' committees in the following chapter 11 cases:

• Lehman Brothers:  Representation of all of the Lehman Brothers Private Equity Funds, and various other parties, in connection with their rights and obligations related to the chapter 11 filing of Lehman Brothers Holdings Inc. and the Securities Investor Protection Act case filed against Holdings’ broker dealer subsidiary, Lehman Brothers Inc.
• Zale Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of Zale Corporation, the largest jewelry store chain in the United States with thousands of retail locations.
• I.C.H. Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of I.C.H. Corporation, a large U.S. insurance holding company.
• KCS Energy Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of KCS Energy, Inc.
• Sunrise Energy Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of Sunrise Energy Company and Sunrise Energy Management Company which successfully concluded their chapter 11 proceedings in seven months.
• DII Industries Asbestos PI Trust:  Representation of DII Industries Asbestos PI Trust, the multi--billion trust funded by Halliburton Company to resolve the asbestos claims against Halliburton, DII Industries and other Halliburton affiliates.  The trust is one of the largest of its kind ever to be created.
• Textron Financial/Brooke:  Representation of loan servicing in issues related to financial distress at Brooke Capital Corporation and Brooke Credit Corporation.
• NGC Settlement Trust:  Representation of the settlement trust created in the chapter 11 reorganization of National Gypsum Company to resolve billions of dollars in asbestos-related claims.
• Atlantic Coast/United Airlines:  Representation of Atlantic Coast Airlines, as a creditor in the chapter 11 cases of UAL Corporation and its affiliates currently pending in the Northern District of Illinois.
• Shaw Communications/360 Networks: Representation of Shaw Communications, Canada's largest cable TV provider, in the 360Networks case pending in the Southern District of New York.
• Nortel Networks/GST Telecom:  Representation of Nortel Networks, Inc., a creditor in the GST Telecom, Inc. chapter 11 case in the District of Delaware.
• Cooper Industries/Federal Mogul:  Representation of Cooper Industries, Inc., in connection with its asbestos issues arising from the chapter 11 cases of Federal Mogul, Inc. and its affiliates currently pending in the District of Delaware.
• Crosby Capital/Aviva America:  Representation of Crosby Capital LLC, a secured lender in the Aviva America, Inc. chapter 11 case in the Northern District of Texas.
• Potomac Electric/Ferranti International:  Representation of Potomac Electric Power Company as large unsecured creditor in the Ferranti International Controls Corporation chapter 11 in the Southern District of Texas.
• Bank of Nova Scotia:  Representation of The Bank of Nova Scotia in various troubled credits.