Special Situations
Special Situations overview
Special situations and related investment transactions offer companies strategic opportunities in extraordinary times and attractive returns to investors who can identify and capitalize on them. White & Case, a market leader in special situations, consistently guides clients through these challenging financial opportunities. Sponsors, corporates and investors choose us for high-stakes, non-ordinary course transactions across the US and EMEA.
Our team advises on complex transactions that fall outside conventional dealmaking whether driven by market dislocation, liquidity needs, debt maturity profile management and related refinancing needs, opportunistic investments or strategic repositioning. We provide guidance on uptier exchange offers, drop-down financing structures, pari-plus, double dip financing structures, preferred equity and structured investments, direct lending, bridge and backstop financings, PIPEs, liability management transactions, opportunistic debt repurchases, and other bespoke capital solutions. Our team is widely recognized as market leading in liability management across the US and EMEA.
White & Case has represented parties to some of the most complex and closely watched deals in the market, including transactions for Altice, Atalian, Bausch Health, Carvana, CommScope, EchoStar/DISH, Envision Healthcare, Ideal Standard, iHeartRadio, Riverbed, Transocean and TeamHealth.
With seamlessly integrated capabilities in capital markets, private credit, M&A, debt finance, litigation, tax and restructuring, we deliver clear, commercially grounded advice on complex and time-sensitive matters. Clients value our ability to navigate the legal and regulatory landscape across jurisdictions, structure and deliver tailored solutions across borders and product types, and drive complex transactions from strategy through closing with precision, speed and commercial insight.
Special Situations experience
EchoStar/DISH: White & Case represented EchoStar in a series of transformative, high-value transactions that advanced its key strategic, financial, and operational goals. We advised EchoStar on the sale of valuable wireless spectrum licenses, including a $23 billion sale to AT&T for nationwide 3.45 GHz and 600 MHz spectrum, and a $17 billion sale to SpaceX for AWS-4 and H-block spectrum licenses, which included up to $8.5 billion in cash, $8.5 billion in SpaceX stock, and SpaceX's commitment to fund approximately $2 billion in EchoStar debt interest payments through November 2027. The transaction subsequently expanded to include the sale of unpaired AWS-3 licenses for approximately $2.6 billion in SpaceX stock. Additionally, we guided EchoStar in de-levering its balance sheet and improving its debt maturity profile by raising $5.2 billion from existing stakeholders for 5G Open RAN investment and general corporate purposes, exchanging approximately $5 billion of DISH Network convertible notes for new EchoStar secured debt instruments with over 96% participation, securing $2.5 billion in new financing from TPG Angelo Gordon and co-investors at DISH DBS, and closing a $400 million PIPE transaction for additional liquidity.
Carvana: White & Case represented an ad hoc group of creditors in Carvana's $5.7 billion debt exchange, a concurrent cash tender offer, an at-the-market equity raise, founder equity investment, and solicitation of consents to amendments of existing indentures. These liability-management transactions provided operational and financial flexibility, reducing total debt, extending maturities, and lowering near-term cash interest expense, illustrating a collaborative "win-win" approach between borrowers and stakeholders.
Ideal Standard: White & Case advised Ideal Standard on a €600 million debt exchange, including consent and scheme solicitations, which enabled the subsequent sale of Ideal Standard Group to Villeroy & Boch AG.
Atalian: White & Case advised Atalian on a refinancing and rescheduling of its entire bond debt, including an exchange into new notes with creditor consents and reinstatement of remaining obligations, stabilizing its capital structure.
Bausch Health: White & Case advised Bausch Health in connection with its exchange offer for $5.6 billion of existing senior notes for $3.1 billion new secured notes.
Altice: White & Case advised Altice Group on a comprehensive debt restructuring framework covering approximately €24.1 billion of term loans and senior secured notes, achieving an €8.6 billion reduction in consolidated net debt and extending maturities to 2028–2033.
iHeartMedia: White & Case advised a lender in connection with an exchange offer and consent solicitation to amend iHeart's existing debt obligations, extending maturities and improving the balance sheet.
Riverbed: White & Case advised Riverbed on a $850 million exchange with consent solicitation, IP-backed financing, and pre-arranged sale mechanics to monetize software assets.
TEAMHealth: White & Case advised an ad hoc group of creditors on connection in connection with refinancing transactions resulting in the payment in full of over $700 million in senior notes.
CommScope: White & Case advised Apollo Capital Management as administrative agent and lender in connection with a $3.15 billion term loan and $1 billion senior secured notes, the proceeds of which were used by CommScope to refinance its senior notes due 2025 and senior secured term loan facility due 2026.
Transocean: White & Case represented Transocean in connection with a series of liability management transactions, including (i) a series of exchange transactions whereby Transocean exchanged $1.9 billion of existing notes for $925 million of new structurally senior notes, (ii) private exchanges of $323 million of Transocean's existing exchangeable notes for $294 million new senior guaranteed exchangeable bonds due 2025 and (iii) various follow-on exchange transactions to further de-lever Transocean's balance sheet.
Lions Gate Entertainment Corp.'s: White & Case represented certain key investors in Lions Gate Entertainment Corp.'s 5.50% Senior Notes due 2029 in connection with the private exchange of approximately $383 million of such existing notes into new secured notes issued by Lions Gate Capital Holdings 1, Inc., which exchange facilitated the full separation of Lions Gate's Studio Business and STARZ Business into two standalone, publicly-traded companies, which was approved by an overwhelming majority of shareholders, and is designed to unlock incremental value by creating two pure play, standalone companies able to pursue their own strategic, financial and operational priorities.
TriMark: White & Case advised a group of creditors in connection with TriMark's landmark uptier liability management transaction. This liability management transaction involved the exchange of approximately $307 million of existing first-lien debt and $120 million in new super-priority financing. It was among the first uptier transactions in the U.S. loan market and set a key precedent for similar special situations.
Additional involvement includes the following deals: Astound Broadband, BetterHealth, Brightspeed, Cineworld, Compana Pet Brands, Convene, Diebold Nixdorf, Diversified Healthcare Trust, Elara Caring, FinThrive, GrafTech International, ICP, Loparex, QualTek, Rithum, Sabre, Sotheby's, TriMark, Trinseo, Xerox and Zayo.