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Davis Polk & Wardwell LLP Associate Attorney Restructuring (Mid- in New York, New York

Associate Attorney Restructuring (Mid-Level) Multiple Positions -- Provide professional legal representation for debtors, creditors, financial institutions, ad hoc groups, hedge funds, investors, acquirers and other strategic parties in connection with large and complex corporate restructurings and bankruptcies, out-of-court workouts, debtor-in-possession and exit financing transactions, asset sales, bankruptcy litigation, cross-border insolvencies, and liability management transactions. Review and comment on core restructuring documents, including restructuring support agreements, restructuring term sheets, plans of reorganization and liquidation, disclosure statements, debtor-in-possession financing and cash collateral orders, plan confirmation orders, and equity rights offering backstop agreements. Review and comment on documents related to section 363 asset sales, including bidding procedures and asset purchase agreements, and participate in auctions. Draft, review, and comment on key plan supplement documentation, including exit term sheets, governance term sheets, and management incentive plan term sheets. Represent clients in all aspects of chapter 11 restructuring, including directing junior associates to conduct legal research, reviewing and revising motions, objections, responses, mediation statements, and settlement agreements, and preparing for contested hearings. Review and summarize the terms of debt documents and financial instruments, including credit agreements, indentures, security agreements, intercreditor agreements, derivatives, and structure liability management transactions. Structure and document liability management transactions, amend and extend transactions and foreclosure transactions, including reviewing and commenting on transaction term sheets, amendment documents, exchange agreement, security documentation, foreclosure agreement, and debt documentation. Coordinate due diligence requests with opposing counsel and clients, analyze organizational documents and capital structures, collateral packages, leases, and other executory contracts. Coordinate with financial advisors in in-court and out-of-court transactions, and review and comment on debt and equity allocation, waterfall model and funds flow. Correspond with clients, including discussing transaction terms on calls and answering clients questions. Analyze corporate governance issues, including formation of special committees and appointment of independent directors. Review and comment on engagement letters, non-disclosure agreements, and manage exchange of confidential information in deal negotiations.

Requirements: Juris Doctor, Master of Laws, or foreign academic equivalent and two years of legal experience analyzing issues involving U.S. bankruptcy code, chapter 11 proceedings, and liability management transactions. Admitted to practice law in the State of New York. Two years of legal experience reviewing documentation in connection with Chapter 11 cases, including first day motions, restructuring support agreements, plans of reorganization, disclosure statements, plan supplement documents, and sales process documents. Legal experience representing creditors or companies in bankruptcy litigation matters, including conducting legal research, drafting motions, objections, responses and preparing for contested hearings and trials. Legal experience representing clients, including ad hoc creditor groups, in analyzing liability management transaction structures and all aspects of chapter 11 financings, including DIPS, backstop, rights offerings, and exit facilities. Local travel to area courts, up to 5%.

Salary: $260,000-$365,000 per yr.

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