Madlyn Gleich Primoff has more than 25 years of experience representing lending groups, global financial institutions, creditors' committees, private equity funds and hedge funds in contentious Chapter 11 cases, out-of-court insolvency matters, workouts and restructurings, pre-arranged Chapter 11 cases, and related litigation matters. Ms. Primoff brings a disciplined and highly intellectual approach to her matters, with a particular focus on energy and infrastructure, consumer products, structured products, project finance, entertainment, media, shipping, and health care (including device manufacturing and distribution).
She has substantial cross-border insolvency experience (including Chapter 15 cases and parallel proceedings) and routinely handles the accompanying litigation.
Ms. Primoff is regularly called upon by her clients to act as "first chair" trial counsel. In 2016, Ms. Primoff led the trial teams in three separate five-day trials (two in Delaware Bankruptcy Court and one in Delaware Chancery Court), and prevailed on behalf of her clients in all three matters.
Ms. Primoff watches evolving trends closely and stays abreast of new structures to provide clients with innovative solutions to complex challenges. For example, in the US Shipping Chapter 11 cases, where she represented the Administrative Agent on behalf of the syndicate of senior secured lenders, Ms. Primoff implemented a complex warrant structure to address regulatory concerns regarding the lenders' take-back of equity. This resolved previously untested issues concerning the intersection of the Bankruptcy Code, the UCC and the Jones Act.
Ms. Primoff's vast experience working with complex structures, combined with a deep understanding of the regulatory issues that industries such as transportation, energy, communications, infrastructure and financial services face, offers clients numerous benefits.
- Term loan intervenors and ad hoc group comprised of lenders holding in excess of $1.1 billion in term loans to AM/FM radio station operator Cumulus Media, Inc. On behalf of the term loan intervenors and the ad hoc group, Ms. Primoff led the litigation team that prevailed on summary judgment before the federal district court in New York and successfully blocked Cumulus' exchange offer from going forward. Cumulus proposed an exchange offer that would have allowed its $610 million of unsecured bondholders to exchange their bonds for $305 million in new secured revolving loans. The liens granted in favor of the new revolving loans were to be pari passu with the liens previously granted to the term loan lenders under their $1.8 billion credit facility. Ms. Primoff contended on behalf of the term loan lenders that Cumulus is deeply insolvent and that the issuance of the new revolving loans would materially and adversely affect the term loan lenders by diluting their recovery, in violation of key provisions of the parties' credit agreement. Cumulus commenced an action before the United States District Court for the Southern District of New York seeking approval of its exchange offer transactions. The Court approved Ms. Primoff's motion, on behalf of 45 term loan lenders holding nearly $600 million in term loans, to intervene as parties in the action. Cross motions for summary judgment were filed by Cumulus as well as the term loan lenders. After briefing and oral argument, the court sided with the term loan lenders and determined that Cumulus' proposed exchange offer violated the company's credit agreement.
- Term lenders and syndicate agent in Paragon Offshore, Inc. Chapter 11 cases. Ms. Primoff led the trial team on behalf of $640 million of term loan lenders in Paragon Offshore. The term loan lenders opposed and ultimately defeated, on feasibility grounds, Paragon's Chapter 11 plan to reorganize $2.4 billion in indebtedness—comprised of the $640 million in term loans, $750 million in drawn revolver loans and $1.0 billion in unsecured notes. The Paragon Offshore Debtors had sought to reinstate the $640 million of term loan debt over the term lenders' objections. During the course of ten days of trial time, and through carefully coordinated examinations of fact and expert witnesses (including offshore energy industry experts, oil pricing experts and a valuation expert and economist), Ms. Primoff persuasively demonstrated to the Court that the Debtors' plan was not feasible. Consequently, the Court denied confirmation of the Debtors' plan. In the wake of the term lenders' success, Ms. Primoff and the term lenders' other advisors negotiated the terms of a consensual Chapter 11 plan with the Debtors and the revolver lenders. That plan, which is far more favorable to the term lenders than the Debtors' original plan, has been filed with the Court.
- Indenture trustee and ad hoc bondholders' committee of Wise Metals. Ms. Primoff led the restructuring and litigation teams on behalf of the indenture trustee for $150 million in PIK toggle notes issued by Wise Metals, an aluminum sheet manufacturer. The engagement involved potential claims against Wise's corporate parent, Constellium N.V., which had effected a change of control of Wise in January 2015. By the end of that year, the PIK notes had traded down to 40 cents on the dollar. On behalf of the indenture trustee, Ms. Primoff formulated potential claims against Constellium and advised Constellium as to the existence of those claims. As a result of such efforts, Constellium redeemed the Wise PIK toggle notes in December 2016 at the redemption price of 105 cents on the dollar.
- Ad hoc committee of noteholders in opposing coerced exchange offer (involving the intricate application of Luxembourg, English and New York law), and in resulting restructuring negotiations that culminated in the consensual restructuring of €275 million of Ideal Standard's indebtedness.
- Global financial institution as administrative agent, arranger and lender in Tribune Chapter 11 cases, involving restructuring of $13 billion of indebtedness incurred by this major publication and broadcasting conglomerate and settlement of fraudulent conveyance and related claims asserted against our client in its capacity as agent, arranger and lender.
- Administrative agent and lender in White Energy Chapter 11 cases, where Ms. Primoff succeeded in terminating exclusivity, proposing and obtaining confirmation of a contested Chapter 11 plan of reorganization involving $300 million in debt to this ethanol manufacturer, and effectuating the related debt-for-equity conversion and subsequent entry into new financing facilities.
- Administrative agent and lender in defending against lien challenges and fraudulent conveyance claims and in proposing and confirming contested plan of reorganization in Chapter 11 cases involving pharmaceutical services company, ChemRx.
- Chapter 7 trustee for Buttonwood Group Trading, LLC, which was engaged in the proprietary trading of various securities on the Chicago Mercantile Exchange before Buttonwood's collapse in 2012. On behalf of the trustee, Ms. Primoff is pursuing 18 separate adversary proceedings against various former insiders of Buttonwood and other parties who received transfers of assets from the Debtor. The adversary proceedings contain multiple counts and seek to recover the transfers as preferential transfers, actual and constructive fraudulent transfers under both federal and state law, and improper distributions. Ms. Primoff successfully defeated several motions to dismiss the adversary proceedings. The Court ruled in favor of the Trustee with respect to all of the counts in the complaints, and the actions are proceeding.
- JD, Columbia Law School, 1987, Harlan Fiske Stone Scholar
- BA, Cornell University, 1984, magna cum laude
- New York
- District of Columbia
- US District Court, Southern District of New York
- US District Court, Eastern District of New York
- US Court of Appeals for the Second Circuit
- US Court of Appeals for the Third Circuit
- US Court of Appeals for the Ninth Circuit
- Member, SDNY Register of Mediators
- Member, New York Conference Advisory Board, American Bankruptcy Institute
- Member, New York Regional Board of Anti-Defamation League
- Appointed to President's Council of Cornell Women