Haynes and Boone Guides Atlas Air in the Second Largest Bankruptcy Case Filed in 2004

July 16, 2004

HOUSTON – Haynes and Boone LLP, an international law firm, represented Atlas Air Worldwide Holdings, Inc. (AAWH) and its affiliates in the second largest Chapter 11 bankruptcy case filed this year.  AAWH is the parent company of Atlas Air, Inc. (“Atlas”) and Polar Air Cargo, Inc. (“Polar”).  Confirmation of a plan for reorganization for these entities came less than six months after Chapter 11 cases were filed.

On Wednesday July, 14th the Honorable Robert A. Mark, Chief Judge of the United States Bankruptcy Court for the Southern District of Florida confirmed the Joint Plan of Reorganization of Atlas Air Worldwide Holdings, Inc.  The Confirmation Order was entered on Friday, July 16, 2004.

Along with the classic debt and lease restructurings that are commonplace in all airline Chapter 11 cases, the Atlas case required the restructuring of extremely complicated EETC leveraged lease and financing transactions through the Chapter 11 process.  The results in this case represent a major successful breakthrough in Chapter 11 debt and lease restructuring for airlines.

The debtors will be publicly owned by their creditors who exchanged their unsecured debt claims for the new equity of the reorganized company.  $2.1 billion of secured debt and lease obligations and approximately $600 million of unsecured debt were restructured under this Chapter 11 filing.

Representing the debtors were Lenard Parkins, Steve Buxbaum, Ken Kattner, Henry Flores, Doug Edwards, Layne Grindal, Scott Harper, Kourtney Lyda, Cathy Devore and Amy Stokes from Haynes and Boone, Houston; Ken Bezozo from Haynes and Boone, New York; Sarah Foster from Haynes and Boone, Austin; and, James McCall from the firm’s Dallas office.  Florida co-counsel for the debtors were Paul Steven Singerman, Jordi Guso, Arthur Spector and Paul Avron from the firm of Berger Singerman in Miami.  Barry Ridings and Eric Mendelsohn from Lazard Frères were the investment bankers and financial advisors to the company; and James Feltman from KPMG also acted as a financial advisor to the company.

“This was a remarkable Chapter 11 case,” said Lenard Parkins, a partner at Haynes and Boone, Houston.  “The complexities of restructuring the debts, lease and EETC transactions cannot be overstated.  We think this case could be the real time model on how to handle large complex airline Chapter 11 restructurings.  Our team of professionals implemented a focused effort to accomplish a comprehensive financial restructuring of the company and to get it out of the Chapter 11 bankruptcy court in very short order.  The immediate benefits of the Atlas management’s successful operating and marketing strategy implemented immediately prior to and during the case are reflected in Atlas’ financial and operating performance during its short stay in Chapter 11.”

Parkins also said that “our client Atlas successfully implemented its operating restructuring and business plan – built up cash during the case and beat its financial projections.  The team of lawyers and financial advisors to the debtors worked tirelessly with the company to insure that they successfully implemented a strategy to get the company’s debts and aircraft leases restructured and successfully move through the Chapter 11 process as fast as could be done.”

The Atlas entities together operate the world's largest fleet of Boeing 747 freighter aircraft. Atlas is the world's leading provider of ACMI (aircraft, crew, maintenance and insurance) freighter aircraft to major airlines around the globe. Polar is among the world's leading providers of airport-to-airport freight carriage. Polar operates a global, scheduled-service network and serves substantially all major trade lanes of the world. Through both of its principal subsidiaries, AAWH also provides commercial and military charter services.

Haynes and Boone, LLP is an international law firm with nine offices throughout Texas, Washington, D.C., Mexico City and New York, providing a full spectrum of legal services to clients around the world. With more than 450 attorneys, Haynes and Boone is ranked among the largest law firms in the nation by National Law Journal.  The firm was recognized in the 2004-2005 edition of Chambers USA: America’s Leading Business Lawyers as being No. 1 in Texas and in the top eight in the United States for Insolvency and Corporate Bankruptcy work.  The firm has also been recognized as one of the “20 Best Law Firms to Work For” (Vault.com, 2004), one of the “Best Corporate Law Firms in America” (Corporate Board Member Magazine, 2001-2004) and recipient of the Minority Corporate Counsel Association’s 2002 Thomas L. Sager Award for commitment to diversity.

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