Raniero D'Aversa

Partner

New York

rdaversa@orrick.com

Read full biography at www.orrick.com

Raniero D’Aversa is chair of Orrick’s Restructuring group. He is a market-leading practitioner in bankruptcies, out-of-court restructurings and creditors’ rights controversies and brings years of experience representing DIP lenders, secured lenders, bank groups and hedge funds in those capacities.

Ron is the designated restructuring counsel to many leading financial institutions such as The Royal Bank of Scotland, Bank of America, Citibank, Commerzbank, Toronto-Dominion Bank and The Bank of Nova Scotia. He has represented clients in bankruptcies, workouts, DIP loans, distressed debt transactions, bankruptcy litigation, derivatives and distressed acquisitions. Ron has represented interests of financial institutions and investors in such restructuring and bankruptcy cases as Ocean Rig, Seadrill, CHC Helicopter, Erickson, Indiana Toll Road, Pocahontas Parkway, Eagle Bulk, Spyglass Films, American Airlines, Republic Airlines, Chemtura Corporation, Quebecor, AbitibiBowater, North Las Vegas, Ritchie Risk-Linked Strategies, Star Diamond, Lehman and Mesa Airlines.

In the Restructuring (Including Bankruptcy): Corporate category of The Legal 500 US directory, Ron’s clients praise his “practical and strategic approach.” Another noted, “Each time I discuss an issue with [him], I am both amazed at his ability to understand my concerns and his complete knowledge of the subject. He puts me at ease and there is never a time that I cannot reach him.” Regarded as a leader in financial restructurings by clients and peers alike, Ron understands every phase of a bankruptcy and restructuring matter and knows how to effectively position a client to control opposition and maximize results.

Posts by: Raniero D'Aversa

Oil & Gas Bankruptcy Issues: Part 5 Bankruptcy Issues for Secured Creditors

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Part 5: Bankruptcy Issues for Secured Creditors

In the final installment of this series on the oil & gas industry, Orrick Restructuring Chair Ron D’Aversa and Restructuring Partner Doug Mintz survey the bankruptcy landscape for the oil & gas industry in the current low-price climate, outlining strategic reasons for bankruptcies, how unencumbered assets make for an atypical bankruptcy case, and how valuation and new borrower options could ultimately lead to adversarial cases.

If you wish to skip ahead, select one of the below topics:

Where will the next bankruptcy filings occur?

How will financing play out in these bankruptcy cases and what are the important variables to consider?

What are some of the unique issues associated with sales in these cases?

What are the new options available to borrowers in these cases?

How will valuation, cramdowns and unencumbered collateral affect these cases?

For additional posts in this series, please click here: Part 1, Part 2, Part 3, Part 4.

Oil & Gas Bankruptcy Issues: Part 4 Liens in Bankruptcy Cases

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Part 4: Liens in Bankruptcy Cases

In this fourth of five videos on the oil & gas industry, Orrick Restructuring Chair Ron D’Aversa and Restructuring Partner Doug Mintz go over the often complicated process of securing liens for oil & gas operations, explaining what RBL liens typically attach to and how the liens compete with others invested parties.

If you wish to skip ahead, select one of the below topics:

What assets do RBL liens cover?

In addition to oil, what do liens typically attach to?

Would the lien still attach to the oil once it has been extracted?

How do liens that an RBL lender holds compete with other liens?

For additional posts in this series, please click here: Part 1, Part 2, Part 3, Part 5.

Oil & Gas Bankruptcy Issues: Part 3 Unique Structuring Issues

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Part 3: Unique Structuring Issues

In this third of five videos on the oil & gas industry, Orrick Restructuring Chair Ron D’Aversa and Restructuring Partner Doug Mintz explore the unique ways in which oil & gas interests are transferred, how these interests are treated in bankruptcy and offer clues as to what courts will look at when issues concerning carved-out interests arise.

If you wish to skip ahead, select one of the below topics:

How are oil & gas interests treated in bankruptcy cases?

How have courts weighed in on leases concerning oil & gas interests?

What are carved-out interests and how do they work?

How are carved-out interests treated in bankruptcy cases?

For additional posts in this series, please click here: Part 1, Part 2, Part 4, Part 5.

Oil & Gas Bankruptcy Issues: Part 2 Typical Deal Structures and Financings

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Part 2 Typical Deal Structures and Financings

In this second of five videos on the oil & gas industry, Orrick Restructuring Chair Ron D’Aversa and Restructuring Partner Doug Mintz discuss oil & gas deal structures and oil & gas financings.

If you wish to skip ahead, select one of the below topics:

What are the typical kinds of deals operators employ?

What is the typical deal structure for a reserve-based loan (RBL)?

How does the borrowing base work?

What is the process for redetermining borrowing bases?

What role do hedges play in the borrowing base redeterminations?

What is your view on how the spring redetermination process effected companies and what should we expect for the fall?

What happens if there is a major spike or decrease in price in the middle of the redetermination process?

For additional posts in this series, please click here: Part 1, Part 3, Part 4, Part 5.

Oil & Gas Bankruptcy Issues: Part 1 Current Industry Situation and Background

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Part 1: Current Industry Situation and Background

In this first of five videos on the oil & gas industry, Orrick Restructuring Chair Ron D’Aversa and Restructuring Partner Doug Mintz discuss changes the industry has seen in recent months and how these changes are affecting oil & gas companies.

If you wish to skip ahead, select one of the below topics:

What can oil & gas companies do to deal with these issues?

How are the capital markets responding to this situation?

How are these new deals going for lenders and investors?

What should lenders and investors be focused on right now?

For additional posts in this series, please click here: Part 2, Part 3, Part 4, Part 5.

Solus v. Perry: Case Update

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Since May, we’ve followed Solus v. Perry, a New York County Supreme Court case originally filed in July of 2012. The case centered around whether Perry entered into a binding oral agreement to sell Solus a participation interest in a $1.6 billion claim against Bernie Madoff’s bankruptcy estate. The parties agreed on a price and some other material terms during a phone call in April of 2012 but never signed a written agreement. In its pleadings, Perry claimed that because its trader noted that the trade was “subject to documentation,” no agreement was ever formed.

Last Monday, the parties filed a stipulation discontinuing the case with prejudice.

During oral arguments on the parties’ summary judgment motions last year, Judge Saliann Scarpulla noted that several issues with meaningful implications for the distressed trading market would need to be resolved before summary judgment could be entered, including: (1) whether there is an industry custom regarding the binding nature of oral contracts for unsecured claim trades; (2) whether an agreement that a trade is subject to documentation means there is no binding contract; and (3) whether the need for consent of a third party means there is no binding contract if such consent is not obtained.

The Solus v. Perry case will not produce an opinion resolving these issues. However, market participants should take note that even in New York, these issues are still considered open questions. Therefore, we reiterate the conclusions from our May article:

  • When possible, get a trade confirmation signed immediately after entering into an oral trade.
  • If an executed trade confirmation is not forthcoming, confirm that your counterparty is familiar with the LSTA standard terms or other relevant industry customs and intends to work within those guidelines.
  • Be proactive any time a counterparty delivers a communication during or after trade time that could be interpreted as evidence that a binding agreement does not already exist.
  • Exercise special care when dealing with counterparties and people with whom you do not typically trade.

Solus v. Perry: Case Update

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In May, we wrote about a number of recent cases addressing the enforceability of oral agreements in syndicated loan and bankruptcy claims trading. One of those cases, Solus v. Perry, is still active at the trial court level in New York. Last month, the court entered an order denying both parties’ motions for summary judgment.

At issue in Solus v. Perry is whether the parties agreed to all of the material terms of a transaction in which Solus would purchase Perry’s participation interests in claims against the bankruptcy estate of Ponzi schemester Bernie Madoff’s investment firm. Although Solus and Perry never signed a written contract, Solus argues that the parties agreed to all of the material terms necessary to create a binding oral agreement under New York law (i.e., asset, quantity, and price) in recorded telephone conversations, emails, and Bloomberg messages.  Perry contends that no agreement was formed because certain other terms (which Perry characterizes as material) were left open, including how litigation risks and fees would be allocated and whether Perry would have to indemnify Solus for any potential damages resulting from Perry’s bad acts.

In its decision and order, the court concluded that the evidence submitted failed to resolve all material factual issues in favor of either party.  Specifically, the following two issues must be determined before summary judgment can be entered—1) which terms were material to the trade, and 2) whether the parties agreed to all of those material terms.

A pretrial conference is scheduled for October 7, 2015. We will keep you posted.

Bank Resolution in Greece

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The result of Sunday’s referendum (July 5, 2015) which rejected the latest proposed bailout by the European authorities was unequivocal. The next steps in this crisis are far less clear, ranging from a swift renegotiation of the terms of the bailout together with an injection of liquidity into the Greek banking system in the most benign scenario to, at the other end of the spectrum, Greece exiting the Eurozone and attaining “pariah status” in the international capital markets.

In this client alert we focus on one aspect of the issues facing Greece – the liquidity crisis facing the Greek banks. We discuss bank resolution procedures available to the Greek authorities.

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Implications for the Imposition of Capital Controls in Greece

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Introduction

Following the recent event over the weekend (27/28 June 2015), we set out below a short guide on the current status in Greece.

Background

Months of negotiations on a deal to restructure Greece’s debts appear to have failed. Greek Prime Minister Alexis Tsipras has called a referendum for 5 July 2015 on the draft bailout proposals (the “Proposals“) from the EU[1]. Mr Tsipras government will campaign against the Proposals which required a number of measures relating to VAT increases, budgetary restraints, pension reforms and privatisation measures.  On Saturday 27 June 2015 Eurozone finance ministers refused to extend the current EU bailout programme which expires on 30 June 2015. In response on Sunday 28th July 2015 the Greek government announced the imposition of capital controls.

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A Battle in the Making in the Oil and Gas Sector: Second Lien vs. High Yield Debt

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In the oil and gas industry, there is a storm brewing between holders of second lien debt and unsecured high yield bonds.  These creditor groups are finding themselves pitted against one another as oil and gas companies become increasingly leveraged in an effort to alleviate liquidity constraints.

As widely publicized, oil prices precipitously decreased in 2014 and depressed prices have continued into 2015, with prices falling from $103 per barrel a year ago to around $60 per barrel today.  With this prolonged decline and period of weak oil prices, oil and gas companies are having difficulty breaking even.  Therefore, it is not surprising that many industry players, particularly the upstream division (comprised of exploration and production activities), have experienced tightened liquidity.  Larger and well-diversified companies are best equipped to weather the storm because they are able to rationalize liquidity by suspending new projects and future exploration, selling non-core/non-producing assets and demanding price reductions from service providers.  While these measures have helped ease some financial stress, they are often not enough and companies have turned to the debt capital markets as a source of liquidity.  These new financings provide companies with much needed time to either wait out this period of depressed oil prices or formulate a restructuring plan.

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