After a 19-day trial before Manhattan Federal Bankruptcy Court Judge James Peck, Charter Communications won the right to maintain favorable terms on $11 billion in secured debt that its lenders had sought to refinance. Judge Peck’s Oct. 15 ruling should clear the way for the cable company to emerge from Chapter 11 in the next several weeks.
JPMorgan Chase & Co. and other holders of Charter’s debt filed suit on March 27, claiming Charter defaulted on its loan agreement when it misrepresented its ability to repay $250 million it withdrew from its credit facility in the fall of 2008. The lenders sought to refinance Charter’s debt at higher rates than the rock-bottom terms Charter received in 2007.
Judge Peck, however, agreed with Charter’s interpretation of the language of the loan agreement. He also rejected the lenders’ argument that Charter’s proposed reorganization plan would result in a change of ownership that voided the loan agreement. The 2007 financing deal calls for Paul Allen, the co-founder of Microsoft, to control at least 35 percent of Charter’s shares. JPMorgan’s counsel, Bruce Angiolillo of Simpson, Thacher & Bartlett, argued at the bench trial that a group of private equity bondholders — Oaktree Capital Management, Apollo Management and Crestview Partners — will be converted to Charter equity holders in the reorganization plan and will, as a group, exceed the 35 percent ownership threshold. Judge Peck said that as a factual matter, the private equity firms were not a group.
Kirkland & Ellis partners Daniel Donovan and Jeffrey Powell represented Charter at trial. The company’s bankruptcy counsel are Kirkland’s Richard Cieri and Paul Bosta. The company has said that if it lost the trial and was forced to refinance its debt, it would not have been able to come out of bankruptcy under its reorganization plan.
Peck’s ruling, which he called a “work product” was delivered from the bench, and neither a written opinion nor a transcript is yet available. (He said he will issue an opinion in a few weeks.) But he did spare a little time at the end of the trial, on Oct. 1, to praise the lawyers involved and note the difficulty of the legal questions. “Speaking for myself, I appreciate the extraordinary quality of the lawyering exhibited by all parties,” Peck said. “I don’t believe that I have presided over a more expertly tried case ever. And I also recognize that the stakes are high and this is, as the saying goes, bet-the-company litigation.”
Kirkland partners Donovan and Powell told us that they didn’t want to comment on the merits of the case until Judge Peck issued his final opinion, but they did tell us that the case consumed the last six months of their lives. “It was total immersion for the most part,” Powell said. Angiolillo was not available for comment.
This article first appeared on The Am Law Litigation Daily blog on AmericanLawyer.com.
