Carl E.Black

Partner

Cleveland + 1.216.586.7035

Carl Black has played a leading role in Jones Day's representations of debtors and potential debtors, creditors' committees, contract counterparties, equity sponsors, and other significant creditors in many of the nation's largest in-court and out-of-court corporate restructurings. He has substantial experience counseling clients in corporate governance, fraudulent conveyance, illegal dividend, fiduciary duty, piercing the corporate veil, and mass tort, environmental, and legacy liability issues relating to distressed companies, both in and out of bankruptcy. He also has represented a number of entities in the structuring and consummation of spin-offs, secured financings, distressed sales and acquisitions, and ring-fencing transactions.

Representative chapter 11 debtor cases include: Alpha Natural Resources, American Apparel, Burlington Industries, Chrysler LLC, Dana Corporation, Lehman Brothers (special counsel to the debtors), LTV Steel Company, NII Holdings and Oglebay Norton Company (a prenegotiated chapter 11 case), and St. Mary's of the Woods (a CCRC). Other representations include Chemstream Holdings in the chapter 11 cases of Freedom Industries, Hilite International (cross-border out-of-court restructuring), Peabody Energy Corporation in the chapter 11 cases of its former subsidiary Patriot Coal Corporation, Financial Guaranty Insurance Company in the ResCap chapter 11 bankruptcy case with respect to its $1 billion+ claim and in FGIC's earlier reinsurance of $166 billion of public finance insurance policies, and American Greetings Corporation's acquisition of Recycled Paper Greetings through a prepackaged chapter 11 case.

Carl is a member of the American Bankruptcy Institute, the American Bar Association, the Ohio State Bar Association, and the Cleveland Metropolitan Bar Association.

Experience

  • Ad hoc group of senior secured lenders advised in landmark restructuring of the syncreon groupJones Day acted for the ad hoc group of senior secured lenders in the landmark restructuring of the global logistics syncreon group which was implemented via English Schemes of arrangement, with chapter 15 recognition in the U.S. and CCAA recognition in Canada.
  • Air Medical Group Holdings acquires Seven Bar Aviation, LLCJones Day advised Air Medical Group Holdings (AMGH) in its acquisition of Seven Bar Aviation, LLC (SBA), a privately-held air medical operator offering fixed and rotor wing services to a broad array of leading healthcare organizations throughout the nation.
  • M&G debtors confirm chapter 11 plan of liquidation and close sale of Corpus Christi plant for $1 billionOn December 17, 2018, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Third Amended Plan of Liquidation (the "Plan") of Jones Day client M&G USA Corporation and eight of its affiliates (the "M&G Debtors"), which prior to the chapter 11 filing, were, along with their affiliates in Mexico, Brazil and Europe, one of the largest producers of polyethylene terephthalate resin – used for packaging applications – in the world. On December 28, 2018, after receiving antitrust approval, the M&G Debtors closed the sale of their partially constructed manufacturing facility in Corpus Christi, Texas, (the "Corpus Christi Plant") with a deal value in excess of $1 billion.
  • ProMedica Health and Welltower complete acquisition of HCR ManorCare and Quality Care properties for $4.4 billionJones Day served as lead antitrust counsel for both ProMedica Health Systems, Inc. and HCR ManorCare, Inc., and co-counsel for ProMedica on other complex corporate, bankruptcy, and regulatory issues, in this first of its kind partnership and acquisition.
  • PHH Corporation sells remaining MSR portfolio for $912 million and enters subservicing agreement for 480,000 mortgage loans with New Residential Investment Corp.Jones Day advised PHH Corporation in its $912 million sale of all of its remaining MSR portfolio and related servicing advances to New Residential Investment Corp.
  • Bedrock Industries acquires US Steel CanadaJones Day acted as U.S. counsel to Bedrock Industries LLC, a privately funded holding company focused on owning and operating metals, mining, and natural resources assets, in connection with its acquisition of US Steel Canada, a producer of high quality steel that is used primarily in the North American automotive, construction, infrastructure, appliance manufacturing, and the pipe and tube industries.
  • Owens Corning acquires Pittsburgh Corning for approximately $560 millionJones Day advised Owens Corning in its approximately $560 million acquisition of Pittsburgh Corning, the world’s leading producer of cellular glass insulation systems for commercial and industrial markets.
  • American Apparel sells IP rights to Gildan ActivewearJones Day represented American Apparel, LLC ("AA") in its second chapter 11 case, which was filed on November 14, 2016.
  • PHH Corporation sells GNMA MSR portfolio for $122 million and exit from private label servicing businessJones Day advised PHH Corporation regarding the sale of substantially all of its GNMA MSR portfolio to Lakeview Loan Servicing for $122 million.
  • Foresight Reserves' affiliate completes global debt restructuring of more than $1.4 billion of indebtednessJones Day advised Foresight Reserves LP ("Reserves") in connection with the out-of-court restructuring of Foresight Energy LP's ("Foresight Energy") capital structure.
  • Alpha Natural Resources plan confirmed by U.S. Bankruptcy CourtOn July 12, 2016, the United States Bankruptcy Court for the Eastern District of Virginia entered an order confirming the Second Amended Joint Plan of Reorganization of Alpha Natural Resources, Inc. and 148 of its debtor affiliates, less than one year after Alpha, one of the largest coal companies in the United States, entered chapter 11 with liabilities of approximately $7.1 billion amidst the most challenging economic environment for coal producers in decades.
  • Alpha Natural Resources plan goes effective; Sale of certain assets to Contura Energy Inc. closesJones Day represented Alpha Natural Resources Inc., which emerged from bankruptcy on July 26, 2016, less than one year after the commencement of its chapter 11 cases.
  • Alpha Natural Resources sells Pennsylvania Land ResourcesJones Day assisted Alpha Natural Resources in the $339.5 million sale of certain oil and natural gas assets in Southwest Pennsylvania to Vantage Energy Appalachia II, LLC in connection with Alpha's chapter 11 cases.
  • Alpha Natural Resources files for bankruptcy with $10.1 billion in assets and over $7 billion in liabilitiesJones Day represented Alpha Natural Resources, the second-biggest coal company in the U.S. in its chapter 11 bankruptcy case which was filed in Richmond, Virginia with assets of $10.1 billion and liabilities of $7.1 billion.
  • NII Holdings obtains approval for reorganization planJones Day client NII Holdings, Inc. obtained approval for its chapter 11 reorganization plan following a 9-day contested trial on confirmation.
  • NII International obtains $350 million DIP financingJones Day advised NII International Telecom, S.C.A., as borrower, and certain affiliates and subsidiaries, as guarantors, in connection with a $350 million secured debtor-in-possession financing.
  • NII Holdings files for bankruptcy protectionJones Day is advising NII Holdings, Inc. and certain of its affiliates in its chapter 11 bankruptcy cases.
  • JPMorgan Chase provides financing to provider of high-grade fireproof ceramic refractory productsJones Day represented JPMorgan Chase Bank, N.A., as administrative agent and lender, in connection with the $75 million secured revolving credit facility for a provider of high-grade fireproof ceramic refractory products and services for high-temperature applications in cement, metals, and other materials.
  • Polar acquires Beall's parts and services divisionJones Day represented Polar Corporation in its acquisition of Beall Corporation's parts and services division through a section 363 bankruptcy sale.
  • T-Mobile USA and Crown Castle complete $2.4 billion cell tower transactionJones Day advised T-Mobile USA, Inc. in the monetization of its approximately 7,200 U.S. T-Mobile tower portfolio to Crown Castle International for $2.4 billion, subject to adjustment.
  • Speaking Engagements

    • May 7, 2009
      Distressed Asset Transactions: What Strategic Buyers Need to Know
    • December 11, 2008
      Protecting Your Human Capital: Indemnities and D&O Insurance in Troubled Times, Jones Day CLE Academy
    • November 3, 2008
      Third Circuit Update
    • September 20, 2005
      The Significant Business Provisions of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005
    • October 5, 1999
      Issues in Debtor in Possession Financing, Jones Day CLE Program
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