The Firm represented JPMorgan Chase Bank, N.A. and the other pre-petition lenders under The Reader’s Digest Association, Inc. $1.64 billion senior secured credit facility in the Chapter 11 restructuring of the company's U.S. businesses and existing capital structure. The Reader’s Digest Association, Inc. is a global, multi-brand media and direct marketing company.
Through the Chapter 11 restructuring, the pre-petition lenders’ loans were restructured and the lenders became owners of substantially all of the equity in the reorganized company. During the course of the Chapter 11 proceedings, the Firm also represented JPMorgan Chase Bank, N.A. in providing the Debtors with a $150 million debtor-in-possession credit facility. The company emerged from Chapter 11 on February 19, 2010, less than six months from its bankruptcy filing.
In connection with its exit from bankruptcy, the Firm represented J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Moelis & Company LLC as initial purchasers of $525 million of Floating Rate Senior Secured Notes, the proceeds of which were used to repay all of the outstanding indebtedness under the company’s post-emergence first lien and second lien exit credit facilities. In addition, the Firm represented JPMorgan Chase Bank, N.A., Bank of America, N.A., Credit Suisse AG, Cayman Islands Branch, and Goldman Sachs Credit Partners L.P. in connection with a $50 million senior secured revolving credit facility.
The Simpson Thacher team representing JPMorgan Chase Bank, N.A., and its affiliate J.P. Morgan Securities Inc., and the other initial purchasers and lenders, included: Peter Pantaleo, Sandy Qusba, Morris Massel and Jason Friedman (Bankruptcy & Restructuring), Art Robinson, Marisa Stavenas, Yueting Liang, Kristin Marvin, Craig Katerberg and Diona Park (Capital Markets), Bill Sheehan, Erik Hepler, Anthony McMahon, Christine Chang and Moiz Ali (Credit), Brian Stadler and Ed Shen (M&A), Adeeb Fadil and Noreen Lavan (Environmental), Beth Understahl (Executive Compensation and Employee Benefits), Mindy Lok, Meryl Rosen and Kate Rose (Intellectual Property), Mardi Merjian and Jennifer Lai (Real Estate) and Jenifer Marsh, Jason Vollbracht and Chang Won Choi (Tax).