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Paul H. Zumbro

Partner, Corporate

Paul H. Zumbro is Head of Cravath’s Financial Restructuring & Reorganization (FR&R) practice. His practice focuses on restructuring transactions and related financings, both in and out of court, as well as bankruptcy M&A transactions. The 2017 edition of Chambers USA quotes a client as saying Mr. Zumbro is “a master of dealing with chaos” who can “impose order on chaos.” Others praise his “very detail‑oriented and creative approach to matters” (Chambers Global).

Mr. Zumbro’s practice includes advising the Firm’s corporate and financial institution clients on bankruptcy issues and advising on debtor/creditor rights in a variety of contexts. His restructuring experience includes both debtor and creditor side representations, and also includes work in the fields of municipal and sovereign debt restructuring, as well as insolvency-related litigation matters.

Representative matters include representing:

Debtor Representation

  • PG&E Corporation in connection with its $5.5 billion DIP financing, its $20+ billion debt and equity exit financing and other advisory matters relating to PG&E’s reorganization proceedings under Chapter 11. This case is one of the largest bankruptcy cases in U.S. history. Through its Chapter 11 proceedings, PG&E intends to address its responsibilities to stakeholders and achieve an orderly, fair and expeditious resolution of potential liabilities resulting from the unprecedented 2017 and 2018 Northern California wildfires.
  • The Weinstein Company Holdings LLC (TWC) in connection with its voluntary petition for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware. In connection with the filing, the company entered into a “stalking horse” agreement with an affiliate of Lantern Asset Management, under which Lantern agreed to purchase substantially all of the assets of TWC, subject to certain conditions including approval of the Bankruptcy Court. On May 8, 2018, the Bankruptcy Court approved the sale of the assets of TWC to Lantern for $310 million in cash plus the assumption of up to $127.5 million in liabilities. Following a $21 million purchase price reduction which the Bankruptcy Court approved on July 11, 2018, the sale to Lantern closed on July 13, 2018.

Sovereign/Governmental Debt Restructuring

  • The Federal Emergency Management Agency and the U.S. Department of the Treasury, as special counsel, in connection with structuring and negotiating community disaster loans proposed to be made available to the Commonwealth of Puerto Rico and the U.S. Virgin Islands, and/or their instrumentalities and agencies or local governments following the filing by the Commonwealth of Puerto Rico and a number of its instrumentalities for bankruptcy relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act. The loans were to be provided in accordance with the Additional Supplemental Appropriations for Disaster Relief Requirements Act, 2017 to supply $4.9 billion in emergency loans to Puerto Rico and the U.S. Virgin Islands to assist in providing essential services and other needs as a result of Hurricane Maria.
  • The Republic of Argentina in connection with its historic sovereign debt litigation settlement and restructuring. Mr. Zumbro acted as special counsel to Argentina in connection with its $16.5 billion bond offering, the largest emerging market debt issuance at the time. Working closely with the Cravath litigation team, Mr. Zumbro helped coordinate the complex settlement payment mechanics among the Republic, the bond underwriters and the lead settling plaintiffs, as well as the bond offering and the court processes, in a manner that minimized execution risk for the Republic in its important return to the international capital markets.

Bankruptcy M&A

  • Brookfield Asset Management Inc. in connection with the bankruptcy aspects of its $1.3 billion acquisition of TerraForm Global, Inc. and its $3.8 billion acquisition of a controlling stake in and assumption of sponsorship of TerraForm Power, Inc. SunEdison, Inc. and certain of its subsidiaries filed for Chapter 11 bankruptcy in April 2016, in the largest U.S. bankruptcy filing of the year. TerraForm Global and TerraForm Power, the publicly‑traded yieldcos of SunEdison, have entered into settlement agreements with SunEdison and are not debtors in the SunEdison bankruptcy case.
  • Stanley Black & Decker, Inc. on bankruptcy structuring matters related to its acquisition of the Craftsman brand from Sears Holdings Corporation, including with respect to intellectual property licensing issues. He has continued to advise Stanley Black & Decker on a variety of matters related to Sears’ Chapter 11 bankruptcy case.

DIP Financing, Exit Financing and Recapitalizations

  • Credit Suisse as sole book‑running manager and initial purchaser of $1 billion of first and second lien notes issued by Pacific Drilling to finance its exit from bankruptcy.
  • Credit Suisse as lender, collateral agent and administrative agent of the senior secured asset‑based revolving credit facility provided to UCI International LLC and certain of its affiliates in connection with financing and court matters relating to UCI’s Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware. UCI, a subsidiary of Rank Group, is a motor vehicle parts and systems business with approximately $469 million in funded indebtedness at the time of its bankruptcy filing.
  • A group of holders of first lien notes of Caesars Entertainment Operating Company in connection with the implementation of certain modifications to the “PropCo” side capital structure of Caesars upon its emergence from Chapter 11. The matter also involved the mandatory conversion of certain convertible preferred equity and junior mezzanine debt into common equity of the post-emergence REIT. 

Other Bankruptcy Matters

  • A major financial institution in connection with a matter relating to a significant amount of post‑petition interest on claims arising from terminated ISDA swaps in the Lehman Brothers U.S. bankruptcy case and the related U.K. insolvency administration of Lehman Brothers International (Europe).  The matter involved complex cross-border legal issues relating to statutory surplus entitlements, including issues relating to ISDA default rate calculations and questions regarding applicability of statutory versus contractual interest rates.  

Mr. Zumbro is a member of the American Bankruptcy Institute (ABI), the International Bar Association (IBA) and the IBA’s Banking Law and Insolvency, Restructuring and Creditors’ Rights Committees, and he was elected to serve on the Thomson Reuters Practical Law Bankruptcy Advisory Board. He co‑authored the United States section in the Practical Law Company’s Cross‑Border Finance Handbook (2006/07; 2008/09 and 2011) and has authored several pieces relating to DIP financings. Mr. Zumbro served on the Advisory Board and as a speaker for the ABI’s 2018 New York City Bankruptcy Conference, and spoke on a panel entitled “Momentive Aftermath.” He also participated in the ABI’s 2018 Annual Spring Meeting and spoke on a panel entitled “Navigating § 552: Pre‑Petition Security Interests in Proceeds,” as well as in the ABI’s 2016 Winter Leadership Conference where he spoke on a panel entitled “DIP Best Practices.”

Mr. Zumbro has been cited by The Best Lawyers in America and The Legal 500 US for his skill in bankruptcy and corporate restructuring. He has been repeatedly named by Lawdragon as one of “500 Leading Lawyers in America,” and was featured by Lawdragon in 2018 in a Q&A on Cravath’s Financial Restructuring & Reorganization practice. Mr. Zumbro has also been recognized as a leading finance lawyer by Chambers USA, Chambers Global, The Legal 500 US and IFLR1000.

Under Mr. Zumbro’s leadership, Cravath’s FR&R practice was named a 2019 Practice Group of the Year by Law360, and Cravath was named the 2019 “Restructuring Advisory Firm of the Year” by The Deal.

Mr. Zumbro was born in Bethesda, Maryland. He received a B.A. cum laude and with Distinction in the Major from Yale College in 1992 and a J.D. from Columbia Law School in 1997, where he was a Harlan Fiske Stone Scholar.

Mr. Zumbro joined Cravath in 1997 and was elected a partner in 2004.

Mr. Zumbro is admitted only in New York.

Contact
+1 (212) 474-1036
+1 (212) 474-3700