In the News

Haynes and Boone Advises Super D in Acquisition of Alliance Entertainment

A team of Haynes and Boone, LLP lawyers advised Super D, a global music wholesaler, in its acquisition of Alliance Entertainment Holding Corporation, a multimedia wholesale distributor, from Platinum Equity and the Gores Group. >>

Project Finance Honors Two Haynes and Boone Deals as Deals of the Year

Two transactions led by Haynes and Boone, LLP lawyers have been selected as 2012 Deals of the Year by Project Finance magazine. The magazine featured the firm’s Tarahumara Pipeline transaction as the Latin America Midstream Deal of the Year and its work with the Panda Power Funds financings of Texas power plants as the North American Merchant Power Deal of the Year. >>



Sue P. Murphy

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5602
F +1 214.200.0565

Areas of Practice

Education

  • B.A., Purdue University, 1976, highest honors
  • J.D., Indiana University, 1979, magna cum laude

Bar Admissions

  • Texas
  • Illinois
Sue P. Murphy

Sue P. Murphy is a finance attorney who focuses her practice on negotiating and structuring syndicated loans, especially in the healthcare, real estate, financial institutions, aviation, and manufacturing industries. In addition, she has substantial experience in asset based lending, bond financing, loan workouts, debtor-in-possession financing, and aircraft finance. She is also licensed to practice law in the State of Illinois. Sue is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory.

Sue has completed transactions including:

  • Represented borrower in connection with six real estate acquisition financings in 2012, with commitments exceeding $124 million.
  • Represented lead arranger in $200 million specialty health insurance company acquisition financing.
  • Represented lead arranger in connection with $150 million loan to full-service hotel REIT.
  • Represented lender in connection with $200 million restructuring of indebtedness owed by wealthy individual.
  • Represented lead agent in $165 million secured revolving lines of credit to established and start-up physician practice management companies.
  • Represented lead agent in $1.5 billion cross border, multi-currency financing to Canadian telecommunications company and its U.S. subsidiaries.
  • Represented lead agent in $150 million 364-day unsecured facility to bank holding company.
  • Represented lead agent in $2.75 billion loans to cable system operator.
  • Represented lead agent in $400 million asset based loan to chemical company.
  • Represented various companies acquiring aircraft, including the purchase and financing of fractional ownership interests.
  • Represented banks in connection with over $5 billion of workouts and bankruptcies in the aircraft charter, candy making, healthcare, homebuilding and retail businesses resulting in 100% recovery.
  • Represented credit enhancement parties in numerous industrial development revenue bond issues, as well as in connection with tax-exempt hospital and educational bond issues.

Selected Representative Experience


Equity Rollover Transaction
Represent U.S. sellers in an equity rollover transaction in which a U.S. private equity firm acquired a controlling interest in the target U.S. and Canadian businesses.

Alliance Acquisition
Represented CD Listening Bar, Inc. d/b/a Super D in its acquisition of Alliance Entertainment Holding Corporation, a multimedia wholesale distributor.

Centex Homes v TCI Park West I, Inc.
Assisted in obtaining a settlement in a multi-million dollar commercial lease dispute on behalf of a major residential homebuilder.

Sale of Interests Held by Rise Energy Partners, LP
Advised Rise Energy Partners, LP in connection with its sale of interests in various oil and gas producing properties offshore southern California to Memorial Production Partners LP for a purchase price of approximately $271 million.

Panda Power Funds/Sherman Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Sherman, Texas.

Panda Power Funds/Temple Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Temple, Texas.

$1 Billion Unsecured Revolving Credit Facility
Represented arranger, letter of credit issuer and administrative agent in connection with an unsecured revolving credit facility.

Bosque Power Company, LLC
Representation of Prepetition Agent and Working Group of Lenders in the 2010 Chapter 11 of Bosque Power Co LLC and its affiliates. The Texas-based electricity generation company borrowed approximately $410 million in January 2008 in part to fund a conversion of two of its combustion turbines. The Prepetition Agent and the Working Group of Lenders terminated the exclusivity period and confirmed a plan of reorganization in the fall of 2010.

Purchase and Sale Agreement, dated 12/15/09 by and among Pacific Energy Resources Ltd., San Pedro Bay Pipeline Company, Rise Energy Beta, LLC and SP Beta Properties, LLC
Represented Rise Energy Partners, LP in Bankruptcy Code section 363 purchase of offshore California oil reserves, oil production platforms, and pipelines from Pacific Energy Resources Ltd. Transaction involved a court ordered auction and credit bid by Rise of indebtedness totalling approximately $500 million.

American Airlines Sale of $1 Billion in Prepaid Miles
Represented American Airlines in securing $1 billion in liquidity through the negotiation of the prepaid sale of AAdvantage miles to Citibank N.A. together with $1.8 billion in certain aircraft related transactions.

$125 Million Loan Collection from Homebuilder
Represented the administrative agent in connection with the 100 percent collection of debt owed by a real estate development joint venture, including making demand under collateral maintenance guaranties.

Adelphia Communications v. Bank of America, 1:03-md-01529-LMM (S.D.N.Y.)
Represented one of the nation's largest lending institutions in a $10 billion adversary proceeding stemming from the Adelphia Communications Corporation bankruptcy, including handling multiple appeals to the Southern District of New York and the Second Circuit Court of Appeals.

Adelphia
Represented Bank of America, as agent for $2.5 billion credit facility owed by various Adelphia entities, in Adelphia’s Chapter 11 bankruptcy case. Successfully obtained payment in cash in full for clients when cable operations were sold to Time Warner and Comcast. Continue to represent Bank in related litigation.

$45 Million Multi-Facility, Multi-Currency Facility
Represented the administrative agent in connection with loans to glass recycling companies with operations in the United States and Canada, collected by providing the borrowers with adequate time to permit a refinancing.

$1.1 Billion Loan Restructuring - National Homebuilder
Representation of the administrative agent in connection with the restructuring of the bank debt to a homebuilder headquartered in California, including revolving debt and two tranches of term debt.

$930 Million Workout and Bankruptcy - Homebuilder
Represented the administrative agent in connection with the restructuring of revolving bank debt of a homebuilder, including the collateralization thereof and coordination with other creditor constituencies, and in the subsequent bankruptcy.

$7.5 Million Secured Loan to Exhibition Company
Represented a lender in connection with a workout resulting in bankruptcy of an exhibit display company.

Collection of Loans to Health Care Provider
Represented a lender in connection with the collection of a series of loans secured by liens on Alzheimer’s facilities located in a number of states.

Representation of Debtor - EOTT Energy Partners
Represented this crude oil pipeline and marketing company, an affiliate of Enron Corporation, in its fast track pre-arranged Chapter 11. At the time of its Chapter 11 filing, EOTT had $10 billion in annual sales. A major issue in the case was EOTT’s claim against a major pipeline operator for indemnity in respect of massive crude oil spills and discharges. Litigation of liability and damages resulted in very large recovery that contributed to EOTT’s emergence from Chapter 11 as a standalone enterprise.

$1.4 Billion Facility to Long Distance Reseller
Represented the administrative agent in connection with $1.4 billion of revolving and term loans made in the U.S. and Canada to finance the acquisition of a long distance reseller company, resulting in a 100% collection.

Debt Restructure and Collections
Represented Southwest Savings Association, Bonnet Resources, Amresco, and Sunbelt Savings Association in connection with the collection of hundreds of loans including, real property foreclosures, personal property foreclosures, litigation, demands for payment, restructurings, and bankruptcies. These loans covered all industries and involved many novel factual and legal issues.

Restructuring of Letters of Credit Securing Tax Exempt Bonds - Real Estate Developer
Represented a lender in connection with its numerous loans to a major Dallas real estate developer, including many letters of credit issued to enhance tax exempt bonds issued on behalf of the developer. The workout spanned a number of years and a number of loans, many of which were refinanced by other lenders, and some of which involved conveyance of certain properties by deed in lieu of foreclosure to an affiliate of the lender.

Collection of $35 Million Multi-Facility, Multi-Currency Facility
Represented the administrative agent in connection with 100% recovery of loans to a technology company.

Lincoln Properties, Vantage Properties, and Trammell Crow
Represented the major secured creditor in connection with the restructure of these major real estate organizations.

Bankruptcy Case - Major Financial Institution
Represented a major financial institution as the administrative agent for multi-billion dollar credit facility in the Adelphia bankruptcy case. The case involved significant litigation against the bank group for which Bank of America serves as administrative agent. The litigation is ongoing.

Real Estate
Representation of Administrative Agent in connection with restructuring of, and collection efforts and enforcement actions with respect to, multiple joint venture financings.

Credit Facilities and Debtor-In-Possession Financing - National Homebuilder
Represented the administrative agent and lead arranger in connection with a national homebuilder’s credit facilities and Chapter 11 bankruptcy (including negotiation and documentation of the debtor-in-possession credit facility).

$2.48 Billion Multi-Facility Finance - Cable Company
Represented the administrative agent in connection with the workout and eventual bankruptcy of a cable television company, resulting in a 100 percent collection of all indebtedness (subject to continuing litigation).

Revolving and Term Loan Credit Facilities - National Homebuilder
Represented administrative agent and lead arranger in connection with a national homebuilder’s senior revolving and term loan credit facilities recapitalization transactions.

Memberships

  • State Bar of Texas
  • American Bar Association
  • Texas Association of Bank Counsel
  • Dallas Bar Association

Online Publications

06/29/2012 - Sue Murphy and Sakina Rasheed in Dallas Bar Association Headnotes: Beware of Hidden Liens
Whether you are representing a secured lender, litigant, purchaser, debtor, or a client in bankruptcy, understanding whether the assets at issue are encumbered by liens can be critical. Many people mistakenly believe that UCC, judgment lien, tax lien and real property searches will disclose the universe of potential liens on a borrower’s assets.  However, a number of other liens may be lurking, hidden from such searches.

02/15/2011 - Weathering the Storm: Good News For Lenders – District Court Reverses TOUSA Fraudulent Transfer Opinion
In a welcome bit of good news for lenders, U.S. District Court Judge Gold (Southern District of Florida) reversed the portion of the 2009 bankruptcy court decision in the TOUSA, Inc. bankruptcy cases that had ordered the disgorgement of $403 million plus interest based on the holding that the amounts were received by certain lenders to the TOUSA parent in connection with a pre-petition transaction that constituted a fraudulent transfer.

11/15/2010 - Weathering the Storm: Buyer Beware, Fifth Circuit Rules Purchasers of Reorganized Debtors Liable for Undervalued Claim
In an October 19, 2010 opinion arising out of the Scotia Pacific bankruptcy cases, the Fifth Circuit ruled that reorganized Scotia and its affiliate Pacific Lumber Company were obliged – nearly 2½ years after Scotia’s reorganization plan was consummated – to pay Scotia’s former secured lenders approximately $30 million on account of a mistake made by the bankruptcy judge in calculating the amount owed to the secured lenders for the use of their collateral during the bankruptcy cases.

10/19/2010 - Weathering the Storm: Delaware Bankruptcy Court Rules Bid Procedures in Section 363 Sale Were Unfair and Unreasonable
On September 30, 2010, in In re American Safety Razor, LLC, et al., Case No. 10-12351 (MFW), the United States Bankruptcy Court for the District of Delaware ruled that the debtors’ proposed bid procedures for the sale of the business were unfair and unreasonable. The bid procedures, among other things, provided too much discretion to the debtors in the auction process.

10/13/2010 - Weathering the Storm: Court Ruling Won't Allow Secured Creditors To Be Shut Out by Crafty Bid Procedures
On October 5, 2010, Judge Bruce Black of the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”) issued a ruling in the River Road Hotel Partner LLC, et. al. (the “Debtors”) bankruptcy cases denying the Debtors’ bid procedures motion incident to plan confirmation.

09/28/2010 - Weathering the Storm: Third Circuit Rules Regardless of Plan Reservation of Rights Language, Bankruptcy Debtor Must Comply with the Bankruptcy Code to Amend, Modify or Eliminate Retiree Benefits
Once a company files a Chapter 11 bankruptcy petition (to sell its assets, reorganize or liquidate), Bankruptcy Code § 1114 sets forth a detailed procedure for the employer to follow to modify or terminate certain retiree benefits.

09/01/2010 - NY Court of Appeals Rules Lender Reliance on Borrower Financial Representations without Independent Investigation is not Unreasonable
An almost universal feature of commercial loan agreements is the inclusion of representations and warranties regarding the financial statements and condition of the borrower. A recent case examined whether under New York law, sophisticated lenders can reasonably rely upon such representations in asserting claims of fraud instead of being required to make an independent investigation into the books and records of the borrower. As seen in Pratt's Journal of Bankruptcy Law, Vol. 6, No. 6, September 2010.

07/08/2010 - NY Court of Appeals Rules Lender Reliance on Borrower Financial Representations Without Independent Investigation is not Unreasonable
An almost universal feature of commercial loan agreements is the inclusion of representations and warranties regarding the financial statements and condition of the borrower. A recent case examined whether under New York law, sophisticated lenders can reasonably rely upon such representations in asserting claims of fraud instead of being required to make an independent investigation into the books and records of the Borrower.

03/31/2010 - Weathering the Storm: The Mervyn's Holdings Decision: A Lesson for Sellers and Equity Firms Participating in Leveraged Buyouts
The recent case of Mervyn’s LLC v. Lubert-Adler Group IV, LLC, et al. (In re Mervyn’s Holdings, LLC), serves as a warning to sellers and equity firms participating in leveraged buyouts to be wary of the effect such buyouts will have on creditors of the target company.

02/23/2010 - Weathering the Storm: The FDIC’s Authority to Repudiate Contracts
The current economic climate has led to a dramatic increase in bank failures over the past few years. In 2009 alone, 140 banks failed, compared to 26 bank failures in 2008 and only 3 bank failures in 2007. The Federal Deposit Insurance Corporation (the “FDIC”) recently announced that it has 702 banks on its “Problem List” as of December 31, 2009, up 27 percent from 552 banks on September 30, 2009. This acute trend has heightened the awareness and interest in the role of the FDIC as receiver of a failed bank.

02/08/2010 - Weathering the Storm: Conditions Precedent in Term Sheets Matter
In a decision that is not surprising, but that should be welcomed by lenders (but perhaps not by borrowers), the Appellate Division of the New York Supreme Court held in Amcan Holdings, Inc., et al. vs. Canadian Imperial Bank of Commerce, et al., Case No. 603393/07, that a detailed, executed term sheet was not a binding contract to lend.

12/22/2009 - Weathering the Storm: Insurance Coverage and Insolvency: Maximizing Recovery In Bankruptcy
While memorable for many things, 2009 may long be remembered as a year of record corporate insolvency. Now more than ever, it is crucial that debtors, creditors, trustees, and, indeed, anyone with an interest in maximizing the financial resources on hand to satisfy debts, understand (1) what coverage may potentially be available; and (2) how to gain access to and maximize this important financial resource.

12/11/2009 - Weathering the Storm: Charter Communications Decision Allows Reinstatement of Debt
Many companies secured their financing several years ago when the credit market featured advantageous pricing and loose loan covenants. Because these favorable terms would be impossible for borrowers to obtain in today’s lending environment, many viable companies with highly leveraged capital structures are looking for strategies to restructure debt. Charter Communications (“Charter”), the country’s fourth largest cable television company, took a gamble during, arguably, the most challenging period in the modern era of global corporate finance.  See how the company's bold moves paid off. 

10/21/2009 - Weathering the Storm: Savings Clauses: Fraudulent Transfer Issues in the TOUSA Bankruptcy Case
The judge's ruling in the October 13, 2009 TOUSA, Inc. bankruptcy cases raises a number of troubling issues for commercial lenders, including but not limited to, the judge calling into question the enforceability of fraudulent conveyance “savings clauses,” common in commercial loan agreements.

09/09/2009 - Weathering the Storm: Guidelines Issued for Private Equity Investors Acquiring Failed Banks or Thrifts
The interest from the private equity community in filling the growing capital gaps that exist in the balance sheets of U.S. banks has spurred the FDIC Board to adopt a Final Statement of Policy on Qualifications for Failed Bank Acquisitions (the “Policy Statement”). The Policy Statement, published on September 2, 2009, provides private equity investors with guidelines for acquiring failed banks or thrifts.

08/25/2009 - Weathering the Storm: Recent Court Decision Exposes the Reach of a Corporate Family’s Financial Distress to its Bankruptcy-Remote Special Purpose Entities and Their Lenders
In the recent heyday of real estate and structured finance, the use of “bankruptcy-remote” special purpose entities (SPEs) as borrowers was a fundamental underwriting requirement by lenders in many loans, and a critical factor considered by ratings agencies, to shield lenders and their collateral from the potentially adverse impact of bankruptcy filings by their borrowers’ parents and siblings.

07/20/2009 - Weathering the Storm: Fiduciary Duties of Officers and Directors in Troubled Company Situations
Directors and officers managing corporations, especially when the corporation is insolvent or operating in insolvency situations, need to be cognizant of their fiduciary duties. This alert provides a brief overview of these fiduciary duties, including practical considerations in the exercise of these duties.

07/01/2009 - Weathering the Storm: The Appointment of an Examiner
With the economic crisis leading to the failure of many businesses, bankruptcy cases are on the rise. In many of the cases grabbing headlines, such as Lehman Brothers, Nellson Nutraceutical, New Century and SemCrude, courts have shown a willingness to appoint examiners to investigate, report on and make recommendations regarding possible issues of mismanagement, fraud or other improprieties relating to the affairs of the debtor or its former or current management.

06/25/2009 - Weathering the Storm: Top 10 Practical Things to Know about Bankruptcy
Bankruptcy is a highly specialized legal practice area that can be difficult for the non-lawyer to navigate. Bankruptcy can also present many traps for the unwary. A bankruptcy or distressed financial situation will in most cases materially affect a company’s key relationships, customers, suppliers and business partners. All company decision makers need an understanding of how to react to protect their organization’s interests. Here are ten practical considerations to recognize in this distressed environment.

06/12/2009 - Weathering the Storm: Look Out Lenders—Collecting Fees For Loaning Money May Be Considered Evil
In a recent case, a Bankruptcy Court in Montana equitably subordinated a pre-bankruptcy secured lender’s first lien claims to the claims of the DIP lender and the unsecured creditors even though the lender did not owe any fiduciary duties to the debtor or any of the debtor’s potential creditors.

05/21/2009 - Weathering the Storm: Are Your Deposits Insured?
The Federal Deposit Insurance Corporation (the “FDIC”) is celebrating its 75th anniversary this year, and due to the economic downturn, 2009 will pose a substantial challenge to the FDIC. FDIC Chairman Sheila C. Bair said in a recent speech that “No one has ever lost a penny of an insured deposit.” President Obama stated during his first address to a joint session of Congress, “You should also know that the money you’ve deposited in banks across the country is safe; your insurance is secure; you can rely on the continued operation of our financial system. That is not a source of concern.” These two quotes help set the tone that the Government stands behind the security of “insured” deposits.

04/15/2009 - Weathering the Storm: Great Deals Now Available in Bankruptcy Court
Whether you are interested in purchasing assets or a going concern, bankruptcy court can be a land of opportunity. Assets may be sold by a trustee, or someone the trustee retains, in a Chapter 7 liquidation, or by a Debtor-in-Possession (a “DIP”) in a Chapter 11 reorganization case. In either case, you should expect a competitive bidding process.

04/09/2009 - Weathering the Storm: Terminations, Uncertainty, and Strategies to Reduce Workplace Liability
In the current economic state, many employers are seeking to reduce operating costs. More employees are being let go as corporate layoffs have accelerated and workers are looking to complain that they have been unfairly or improperly dismissed. The Obama administration has publicly announced that it will be more aggressive in enforcing employment laws.

04/01/2009 - Weathering the Storm: Bankruptcy - Pay Attention from the Start Because Things Happen Fast
When a company files bankruptcy, it is crucial to closely monitor the bankruptcy proceedings from the beginning. After filing its petition, the debtor will likely file numerous “first day motions” intended to stabilize the Debtor’s business and facilitate an efficient case administration. These motions can severely affect the rights of unwary creditors who may find their interests primed by the actions of the debtor in the first few days of the case.

02/05/2009 - Weathering the Storm: I Woke up this Morning and I’m in Default. What do I do now?
Many companies entered into their existing debt agreements before the current economic crisis. As a result, the financial covenants in their debt agreements were based upon financial projections and assumptions that are no longer appropriate or attainable. Therefore, more companies are waking up to face defaults under financial covenants that they never anticipated and are left wondering what do they do next.

08/30/2007 - Enron--Appellate Court Overturns Ruling on Equitable Subordination and Claims Disallowance
‘Taint Clear: “Purchased” Claims are Not Subject to Equitable Subordination or Disallowance Based Solely on Seller’s Conduct, but Purchaser’s Knowledge of the Seller’s Conduct May Be Fatal

01/18/2006 - Location for National Bank for Diversity Jurisdiction
On January 17, 2006, a unanimous United States Supreme Court held in Wachovia Bank, N.A. v. Schmidt that, for purposes of accessing federal courts under the current diversity jurisdiction statute, 28 U.S.C.§1348, a national bank is a citizen only of the state in which its main office, as set forth in its articles of association, is located.

12/01/2005 - 2005 Texas Usury Reform: Finance Code Amendments Relating to Commercial Loans
In Texas, a lender who contracts for, charges, or receives interest in excess of the amount allowed by law can be subject to harsh penalties.  In 1997 and 1999, the Texas Legislature passed several significant reforms that provided some relief to lenders under Texas’ usury statutes.