George A. Zimmerman is co-head of Skadden’s New York Litigation practice.
Mr. Zimmerman’s practice emphasizes federal court litigation, including securities, corporate and commercial as well as leveraged finance and bankruptcy litigation.
Mr. Zimmerman served as lead litigation and trial counsel for Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., Deutsche Bank Trust Company Americas and Deutsche Bank Securities Inc. in their successful trial arising out of a $2 billion financing facility for Solutia, Inc. The lenders had invoked a “Market MAC” provision in refusing to fund the facility on the grounds that there had been an adverse change in the markets, which, in their reasonable judgment materially impacted the syndication of the exit facility. Solutia sued to force the lenders to fund the facility. Following trial, Solutia agreed to new loan terms that were substantially more favorable to the lenders, and enabled the lenders to successfully syndicate the financing within 24 hours. The highly visible trial, which was closely followed by the markets, ultimately confirmed the utility of Market MAC provisions as a means to incentivize borrowers to recognize the need to renegotiate loan terms in the face of declining market conditions in order to obtain necessary funding.
Mr. Zimmerman also served as lead litigation and trial counsel for Spectrum Brands, Inc., a Chapter 11 debtor, in its resoundingly successful recent trial against a consortium of senior lenders. Spectrum was seeking either to reinstate its $1.4 billion senior secured loan or cram-down a plan of reorganization that would adjust certain restrictive covenants in the loan agreement and set a specified interest rate. The senior lenders opposed the amendments and sought a cram-down interest rate of more than double the interest rate proposed by Spectrum. As a direct result of the trial effort spearheaded by Mr. Zimmerman, the lenders agreed to virtually all of the proposed amendments to the loan agreement and to substantially lower their interest rate. As a result, Spectrum will save approximately $500 million in cash interest payments over the next three years.
In the federal securities area, Mr. Zimmerman successfully argued in the U.S. Court of Appeals for the First Circuit to affirm a dismissal of a roughly $1 billion fraud claim against Cowen & Co. He also successfully argued in the U.S. Court of Appeals for the Second Circuit to affirm dismissals with prejudice that he had obtained of fraudulent transfer claims against Citibank, N.A., federal securities law claims against Jet U.S. Airlines and unfair trade practice claims against AT&T Universal Card. Mr. Zimmerman also obtained dismissals of multimillion-dollar securities class actions against Citizens Communications Co. and against Grow Group, Inc. He also is representing or has represented publicly traded corporations and their officers and/or directors in securities class actions or complex commercial litigations involving the Kroll O’Gara Company; Cowen & Co., LLC; FleetBoston Financial Corporation; and Société Générale.
Mr. Zimmerman has served as lead litigation counsel in numerous significant bankruptcy matters. He represented Sterling Chemicals Holdings, Inc. in its successful litigation efforts to obtain a contested priming lien that led to the successful reorganization of the debtor and represented Union Pacific Resources Company as the largest producer creditor in the Columbia Gas Transmission Company bankruptcy proceedings, which resulted in Union Pacific receiving an award of approximately $200 million on its claim.
Mr. Zimmerman also represented Grove Worldwide LLC; Ames Department Stores, Inc.; Wang Laboratories, Inc.; and United Merchants and Manufacturers, Inc. in various significant litigation matters arising from their Chapter 11 reorganizations. Additionally, Mr. Zimmerman defended the Long Island Power Authority (LIPA), and successfully argued in the New York Court of Appeals against a challenge to an agreement between LIPA, the Long Island Lighting Company (LILCO) and the state of New York. Under the agreement, LIPA acquired the Shoreham Nuclear Power Plant from LILCO for the purpose of decommissioning and closing the power plant.
In the takeover area, Mr. Zimmerman has been involved in many of the most hotly contested cases, including Tyson Foods, Inc.’s successful tender offer for the Holly Farms Corporation; Robert Maxwell’s successful tender offer for MacMillan, Inc.; Grow Group, Inc.’s successful takeover defense against the Sherwin Williams Company; Caesars World, Inc.’s successful defense against Martin T. Sosnoff’s unsolicited tender offer; and Essex Chemical Corporation’s successful defense against Gurit-Heberlein A.G.’s hostile tender offer.
