DRT PDF Dubai World 12-03-26.Indd

WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

GUEST OF HONOR: George Dalton Group General Counsel, Dubai World

THE SPEAKERS

George Dalton Augusto Sasso Group General Counsel, Managing Director, Co-Head of Dubai World Investment Banking for Middle East and North Africa (MENA), Moelis & Company

A. William Urquhart Mitchell Seider Bryant Edwards Partner, Quinn Emanuel Partner, Partner, Urquhart & Sullivan, LLP Latham & Watkins LLP Latham & Watkins LLP

TO THE READER: General Counsel are more important than ever in history. Boards of Directors look increasingly to them to enhance financial and business strategy, compliance and integrity of corporate operations. In recognition of our distinguished guest of honor’s personal accomplishments in his career and his leader-ship in the profession, we are honoring George Dalton, General Counsel of Dubai World, with the leading global honor for General Counsel. Dubai World operates in a number of countries in diverse industries, including transport and logistics; dry docks and maritime; urban development; and investment and financial services. Mr. Dalton’s address will focus on key issues facing the general counsel of an international corporation. The panelists’ additional topics include restructuring corporate and sovereign debt; international litigation; challenges among partners of joint ventures; and operating in diverse countries in multiple regions.

The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel.

Jack Friedman Directors Roundtable Chairman & Moderator

George Dalton, as both general counsel and over 75 countries in commercial and residen- in private practice, has over 30 years of legal tial property development, hotels, resorts, experience in most aspects of international port operations, private equity, ship build- business and law, including advising boards ing and repair, warehousing and logistics, of directors, large mergers and acquisitions, and numerous other holdings. Amongst his significant infrastructure development and other responsibilities, he was a member of financing, litigation, securities, risk manage- the Chief Restructuring Officers’ Committee ment, regulatory compliance, real property, which supervised a $25 billion restructur- tax structuring, government relations in both ing of corporate debt. Prior to the debt the U.S. and foreign, and media relations. restructuring, he led the legal team in over $30 billion in financings and acquisitions. George Dalton Before recently joining ITT Corporation, He is a graduate of Fordham University and George was located in Dubai for the last Fordham Law School. six years, where he was General Counsel of Dubai World — one of the largest companies in the Middle East. Dubai World is active in

Dubai World Global holding company Dubai World This will allow us to move forward with focuses on the strategic growth areas greater efficiency. of Transport & Logistics, Drydocks & Maritime, Urban Development, We are committed to investment in Investment & Financial Services. the long term and generating value for our shareholder, the government of Our portfolio contains some of the world’s Dubai, with a corporate philosophy in leading companies in their industries, line with the vision set for Dubai by including Drydocks World, Economic His Highness Sheikh Mohammed Bin Zones World, Istithmar World and Rashid Al Maktoum, Vice President and majority ownership of DP World. Prime Minister of the UAE, and Ruler of Dubai, based on sustainability, best ethical Dubai World has embarked on a process to practices and integrity. streamline the group and its core activities.

JACK FRIEDMAN: I would like to say that honoring George Dalton is a special privilege. I have found George to be, apart from all the good qualifications of being a general counsel, very organized, a people- oriented person, a serious person — all these good qualities.

GEORGE DALTON: I’m not that organized.

JACK FRIEDMAN: One other thing I want to credit. George is from New Jersey originally, and has come all the way here to New York by way of Dubai. He is also an undergraduate and law school graduate of Fordham.

Without further ado, I’d like to have George speak on his opening remarks.

GEORGE DALTON: First of all, I want a few people who can’t be here because The Panel had a number of discussions to admit that I did not know much about Dubai is about a 14 ½-hour flight. I have about where we were heading today, and the Directors Roundtable, and certainly a fantastic team back in Dubai who also what we came up with was a theme about not Jack Friedman, until very recently. So deserve the recognition that a 150,000 reputation and relationships. They go aside from thanking him, I’d also like to transcript distribution means. My deputy is hand in hand, and reputation and relation- encourage everybody in the audience to Lisa Chan. Lisa keeps me organized — I’m ships can be good, or they can be bad. It’s really look into this organization if you’re not. She’s very patient with me, and very, critical for the topics — we’ll get into some not already familiar with it. It seems to be very diligent. I’d like to thank her a lot. specific topics — but each of those topics a fantastic organization from just the few has an impact on reputation, or I should weeks that I’ve been involved with them. I have two business unit general counsels say, reputation and relationships have an who are my sounding boards, and that’s impact on all of our topics. I must say, this honor is entirely Nick Hornung from Istithmar and some- unexpected for me. I think most of us one in the audience knows him quite Let me just say a few words about the pan- like to be recognized for the work that well, because she was seconded there from elists, because frankly, they represent the we do, but I think frequently lawyers Cleary Gottlieb some time ago. Olivier good hand of reputation and relationships. are not recognized for what they do, and Schwartz, is the general counsel of DP to be recognized by such a prestigious World, which is where I first started at I hate litigation. It’s the last resort. Notice organization is quite humbling for me. So Dubai Ports — DP World is also its other that I didn’t say “I hate litigators.” Bill again, thank you very much. name. Urquhart has been a valued confidant and a very close friend for over 30 years. Now, I also wanted to thank Latham & Watkins Lastly is Bernadette Allinson. She’s a very ironically, I rarely use Bill or his firm, who for hosting this event — in particular, the experienced British-trained lawyer and cor- are pure litigators, and there are a number staff were nice enough to really bump up porate secretary. She has taken DP World of his colleagues in the audience today. But the strength of the coffee so that after I through two listings, one an IPO which I that changed over the last few years, and get finished speaking, you guys can pay was involved with. But more importantly, with Dubai World going through some of attention to the ones who really know what Bernadette helps me a lot on corporate the problems that it’s faced, Bill and his they’re talking about. governance and ethics, which is something firm were very involved with that. I knew that is critical for all of us. I could trust the firm; I knew I could trust A lot of times, awards like this are given Bill; and his reputation, and the firm’s rep- to individuals, but it’s really not about So I wanted to thank those folks. utation for handling critical matters, were the individual, and I just want to mention very important. I’m going to keep coming

back to this whole idea of reputation and for six and a half years. The challenges, relationship. We’ll hear about a couple of the social experience, the cultural experi- those problems in a few minutes, which ence, the work was absolutely fascinating. Bill will talk about. But the timing was really very good for me to return to my family. My children, who I’ve only known Mr. Sasso for a couple are adults, are both in the United States; of years, but Augusto got involved with and it was time to return. I worked very us quickly and in a large way. Dubai cooperatively with Dubai World to plan World was having some issues in the to leave shortly after the debt restructuring largest investment that we have outside of took place. I moved back just before the Dubai, which is CityCenter in Las Vegas. snowstorm a couple of weeks ago, so that I called Ken Moelis and asked if they was a nice welcome — a little bit of change were interested in coming on board. The from the heat of Dubai. So it’s good to be reason that we called Ken was that they’re back in the United States. investment advisors, but they don’t take positions in companies. Thankfully, Ken We have three topics to talk about. The had the foresight to nominate Augusto to first one is really not appropriate for lead the Moelis team. the panel discussion, but it fits very well into the reputation and relationship topic. Augusto jumped in the fire with both feet, Many of you, and perhaps all of you, and he actually took over some very dif- have read about the Dubai Ports crisis ficult negotiations in 2009 where Dubai in Washington a few years ago. This was up about this and was really looking for- World was not the project leader, MGM something that was so critical to the com- ward to it, and then Bryant happened was. It was a very difficult time, and we’ll pany and the government of Dubai that I to mention that we wanted it in a week. go back and talk about that in a min- felt that we should mention it, because it Mitch pulled it off! He worked very seam- ute, but Augusto took over the direction fits squarely into reputation and relation- lessly with Dubai World’s corporate firm, of those negotiations and was absolutely ship. So, while it’s not going to be part of which was Clifford Chance, as well as critical in our success in those refinancings the panel discussions, I’d be happy to take Quinn Emanuel and Susheel Kirpalani, that we did back then. questions about it later. who leads Quinn Emanuel’s bankruptcy Bryant Edwards is down on the end here. group, and he is in the audience today. I’d The second topic is our investment in Bryant was the head of the office in the asked Quinn to help us take a look at some CityCenter and MGM, and the hurdles Middle East and North Africa region for of the ramifications for potential asset that we eventually overcame to make Latham & Watkins, and Bryant represents seizures, both in the United States and the those accomplishments. Augusto and Bill the government of Dubai. Interestingly, United Kingdom. So, the three firms were Urquhart were both involved with that, Bryant, at one point — and again, we’ll get just fantastic in working together. so they’ll talk some about it. Then, of to some of this later — asked if he thought course, the $25 billion debt restructuring, it was appropriate that some guy named Another word about Bryant: he is one of which all of our panel members will be Mitch Seider should come into play. Now, these guys who would be presented with discussing. this was at a point right after Thanksgiving. what we all felt was an insurmountable Calls started going out frantically for some problem, and he’d go very quiet and then Let’s turn first to Dubai Ports by giving you help over Thanksgiving two years ago he’d become contemplative, and then in some background on Dubai World. It was because Dubai made an announcement a day or two — sometimes in an hour or formed by decree, which is a Royal Decree, that they might default on a massive debt two — he’d come back with an answer. So in 2006. But in point of fact, it actually and all the repercussions needed quick and it’s been a pleasure to work with Bryant operated as a holding company through insightful consideration. through the course of what was a very dif- an office called TCO, or The Corporate ficult and arduous debt restructuring. Office. It was an informal group, but it’s So, Mitch came on board and he was very where the former chairman sat, along with excited, because what we were talking Before outlining some of our panel topics, the executive committee of Dubai World. about was the possibility of drafting a new I’d like to say that I recently resigned from bankruptcy code for Dubai, or specifically Dubai World. I planned on being there for The government of Dubai can be strictly for Dubai World. So Mitch got all pumped two or three years; I ended up being there described as the shareholder of Dubai

World, but in point of fact, no shares are company that just picks up the containers issued. It’s just an easy way to draw an and moves them. They don’t really operate analogy to the way the developed nations the port itself. work. It is a government-owned company; but it’s designed to operate as a commer- One of the things I want to make very, cial and private company. So it frequently very clear, because this is something the waives any kind of sovereign immunity or American people and Congress simply jurisdictional objections. are not aware of: if you look at what you’re wearing, the devices in your pockets, It has about 40,000 employees. That’s been the glassware up here; everything moves varying over time. It was as high as 55 or through that marine supply chain, with 60 at one point. There have been some some exceptions on the air side. But the layoffs because of the recession, unfortu- marine supply chain vastly outstrips the air nately. It operates in over 50 countries. supply in terms of volume. Dubai Ports has many of those; they are in about 32 or 33 countries now. There are I want to be clear that neither DPW, nor debt restructuring, and are now under the five business silos within Dubai World, as any other port operator, owns or controls we like to look at them. government of Dubai as well, resulting in a U.S. port. U.S. ports are owned and con- a healthier balance sheet for Dubai World. trolled by the state in which they are situ- One is transportation and warehousing. ated. For example: here, it’s a combination You’ve heard a lot about Dubai Ports. Then we have a number of miscellaneous of the Port of New York and New Jersey There’s also a company called Jafza, which companies that do a variety of things — Authority. The security for those ports is operates the largest free zone in the world. B2B business and things like that. handled generally by the Coast Guard and It’s about 82 square miles, and has about Customs, along with other federal agen- 300 of the Fortune 500 companies, along It’s no surprise to anyone that the last two cies. Yet that piece of it was misunderstood with a total of 6,000 tenants in the free years have been very difficult. Again, that’s by Congress and the public, who thought zone. So it’s quite massive. The other attributable to our real estate investments, that the security of very critical ports in component of the transportation side is but not entirely. The economies around the United States was being turned over P&O Ferries, the U.K. ferry company that the world have all been tough. But, from to a “bunch of Arabs.” It’s simply not true. we bought when we acquired P&O Ports. what I can see, coming out of this $25 billion debt restructuring, a positive environ- We went through a CFIUS (Committee on Istithmar is the private equity arm of ment has now been created in Dubai that Foreign Investment in the U.S.) approval Dubai World. They invest all over the will help to normalize operations and rev- process, which was granted within the world, including in the United States and enues, and hopefully we’ll end up in a posi- normal 45 days initial filing. CFIUS could many other countries. tive light as opposed to the consequences have directed a more expansive review to that could have occurred, which we’ll talk take it up to 90 days. They didn’t ask for Dubai Drydocks is the largest dry docks about when we get into the restructuring that, because we were vetted and we were in the world. You may have been reading aspect of the panel. found to be suitable and clear. In fact, about some of the restructuring aspects what would have happened was the largely it’s going through now. It had acquired a Turning to Dubai Ports, in early 2006, British and American senior management Singapore-based company some years ago, there was a takeover of the British com- of P&O Ports that were located in the and the market for repairing ships and pany, P&O Ports. It was a very longstand- United States would have stayed put, and building ships has obviously slowed with ing British company which was traded in fact, they ended up staying, once we sold the economy. on the London Stock Exchange. It was the U.S. ports. contested against the Port of Singapore. Real estate was our main problem child, We ended up winning it for about $7 bil- Some pundits have described this as a formerly Nakheel and Limitless. Nakheel lion. As part of that acquisition — a very perfect storm, and if you remember the is the builder of the Palm Islands, which small part, I might add — six ports in the movie with George Clooney, the perfect many of you would know, along with United States were included, along with storm was a confluence of certain events. countless numbers of other developments. sixteen stevedoring operations. For those This one met that standard. It was a Nakheel and Limitless were spun off from of you who are not familiar with marine Congressional election year. There was a Dubai World not too long ago after the transportation, stevedores are basically a Republican Congress and President. The

Democrats were looking to make waves in You have to remember, too, that the UAE is a very young Congress and try to gain seats. Certainly nothing wrong with that at all. The second country. If you think about how long it took the United event was that this was an Arab company States to get to where we are versus how long it’s taken the “taking over U.S. ports,” as it was mistak- enly described. Again you don’t “take over” UAE to get to where they are, it makes for an interesting U.S. ports. You operate some of them as a story. Frankly, the UAE has made incredible progress in a tenant, usually a long-term tenant. The lack of an educated populace and Congress very, very short period of time. — George Dalton about marine transportation added to the third part of that confluence of events and want the dust to settle for a couple more outside of Dubai. Like I said, it was the created the perfect storm. years now. largest one we have undertaken outside Dubai, until we did London Gateway, So, let’s go back to how Washington Going back to the relationship side, the which is a port in London. looked at it, and how we evaluated relying government of Dubai — again, the ultimate again, on reputation and relationships. My shareholder of Dubai Ports — said, “Sell Let’s note the timeframe here. Late 2008, personal opinion, and this is not on behalf the U.S. ports. Our relationship with the early 2009, it was a tough time for every- of the company, is that this was a huge dis- United States is too critical to have an body, including many of the banks; espe- service to the people of the United States. uproar in Congress.” At one point, we cially the lead bank that was financing The United States ports are in desperate considered, and I consulted with a number CityCenter. CityCenter hadn’t opened yet, need of investment. The infrastructure is of very prestigious litigators, including Bill so it was still project finance, and the costs decaying rapidly. A friend once described Urquhart, about the possibility of suing were inflating rapidly. It was nearly impos- California, the Port of Los Angeles and the United States government. I was look- sible to get the attention of the banks dur- Long Beach, which is the largest port in ing for an apartment in Washington at that ing this tumultuous period, to say to them, the United States, as being “constipated.” point in time. A decision was made not “We have to refinance this because we’re You can get cargo in, but you can’t get it to. That would have been a very lengthy simply not going to meet covenants.” They out. That’s becoming more true with a suit. But frankly, we were pretty confident were engrossed with their own problems, lot of the aging ports that we have in the in our position after following the CFIUS so we had a difficult time getting their United States, and it’s going to become process and getting their approval. attention and getting any activity. more critical once the Panama Canal is broadened and widened to allow for the Instead, the government of Dubai valued In March of 2009, MGM filed its 10 K, biggest ships in the world to go through its relationship with the United States so which contained a “going concern” note there. Right now, they can only go into deeply that it said, “Sell the ports.” from its auditors. So, the “going concern” California or transit the Suez to come to note, combined with the inflating project the East Coast. That’s too long a trip, and A little bit more about that relationship. costs, caused us to hesitate a great deal. We very few of them do. But once the Panama Very few people know this. The United had to figure out what alternatives we had. Canal is open, the southeastern Gulf will States Navy has more vessel calls in the Frankly, we didn’t see any alternatives. benefit from increased investment. There’s Port of Jebel Ali than anyplace outside nobody investing. the United States. The Port of Jebel Ali Very reluctantly, I turned to litigation. I is in Dubai. The UAE is the only Arab engaged Bill Urquhart and his firm, and Shortly after we sold the ports, we were nation that has boots on the ground in we started a lawsuit. The suit was carefully approached by three separate governors or Afghanistan. These are all things that crafted, but the objective here was not to go senators from southeastern or Gulf states, go to the relationship. So we offered to after MGM, because we had a pretty decent asking us to come back and invest. They sell it under an appropriate process. An relationship with them up until that point. basically said, “Well, we’re not New York. appropriate process took about a year. We The objective, really, was to get this deal You’re going to be welcome here, because did very well in the sale. So the U.S. ports refinanced and restructured, and get the we need your money, and we need your previously owned by P&O ports are now attention of the banks. That lawsuit cre- expertise.” Unfortunately, Dubai Ports is owned by AIG Highstar — AIG. Ironic? ated almost immediate attention from the not yet willing to do that. This left a rea- banks. Moelis and Augusto Sasso stepped sonably bad taste in their mouth, and at Let me turn to CityCenter and our MGM in — thereby helping MGM, the project, some point they will come back, but they shares. It was a very large investment Dubai World and indirectly, the lenders,

construction workers, and employees — and $25 billion restructuring. There were 96 resulting in an even longer time frame to a deal was crafted in about six weeks. The banks involved. The banks were centered accomplish this essential step. lawsuit was settled immediately, within that in London, the Middle East, and a few in six-week timeframe. MGM never filed an Asia. There wasn’t a heavy U.S. presence Do you treat the classes of creditors dif- answer so the lawsuit really never went initially, but then the hedge funds started ferently or similarly? There were very, very anywhere but was a tool to achieve a sound coming in and buying up what they felt broad classes. There were the big banks; financial result. could enhance their revenues. vendors that were either exceptionally large or exceptionally small. You had individuals CityCenter opened in December of 2009. Again, because of Moelis’ reputation and who had small, little companies, or you Again, it was a pretty difficult timeslot for the its relationship with Dubai World, Dubai had a number of Dutch dredgers who had economy. It was off to a difficult start. It was World recommended Moelis to advise the billions of dollars sunk into this. You had slow. But then in the second half of 2010, government of Dubai in the restructuring individuals who were purchasing land. You it started to improve, with further improve- process. The government, as shareholder, had real estate developers who were pur- ment occurring in 2011. The improvement was much more critical than the company chasing a lot of land. You had employees. in the second half of 2010 allowed Augusto to get the restructuring done. This goes on and on and on. How do you to again restructure the financing, to the treat all those classes of creditors? tune of $1.8 billion. That occurred over the Dubai World, however, was critical to Christmas and New Year’s timeframe, so we Dubai, the UAE and the region. It’s a mas- were all a little bit busy. Augusto will talk sive company, and failure for it was not an more about that later on. option. But that raised numerous questions, and I couldn’t even venture a guess at But the bottom line here is that the reputa- how to accomplish a massive restructuring tion of Dubai World was important to us. of this nature without having a significant We did not want to see CityCenter fail. harmful effect on Dubai and its people. We think, actually, that the lawsuit and What are the odds of getting a consensus the subsequent refinancing, which was the among 96 banks? How do we protect against critical piece, saved not only CityCenter, but asset seizures, as I mentioned earlier, in the also MGM, because of the criticality that United States and in the U.K.? We have CityCenter had towards MGM as a whole. ventures like CityCenter, Turnberry (the Dubai World was also having its problems golf course in the U.K.), Inchcape Shipping, at the time. We felt that this size investment the Mandarin Hotel here in New York, could have put us under. We think that ulti- the W Hotel here in New York, and the mately, it went very well. Fontainebleau in Miami. We have countless others, and many in the U.K. and scattered The panelists will talk about this in great However, that tarnished the relationship around the world. So we had the legal team detail, and as I said, all of the panelists that we had with MGM. Initially, after that looking at how best to protect these assets here were involved in that restructuring. lawsuit, MGM and some of its senior exec- from seizures. But just for me to conclude, all three of utives were very upset with us. I took most these topics had that common theme of the heat for that because I’m the lawyer How do we restructure if debtor consent of reputation and relationships. So, without who commenced suit, so it’s easy to point is not given? Does the UAE Bankruptcy the good hand that I mentioned earlier, fingers. But what happened with the out- Code apply? The UAE did not have the those questions — the abbreviated series of come with the lenders actually vindicated concept of a restructuring. It was a pure liq- questions I just raised — would have been the purpose of the lawsuit, and that rela- uidation. That would have been disastrous answered badly. The creditors, the vendors tionship is now very, very strong, and the for Dubai and the region and, frankly, all and the customers all would have been project still is dependent on the economy, of the creditors. seriously and negatively impacted. Dubai but is actually doing reasonably well. We’d and the region would have suffered and like to see it do better, of course; we’d like Without some sort of a restructuring pro- perhaps a broader global ripple may have to see MGM stock do better, as it will. But cess, we’d be in front of the Dubai courts. also occurred. on the whole, it’s doing okay. This was an extremely complex problem, and the Dubai courts have never experi- I’ll go back to that Thanksgiving two years The last topic is the Dubai World debt enced this type of global problem, so it is ago, when it was first announced that Dubai restructuring. This was, as mentioned, a likely they would have struggled with this, World might default. Even though it was a

day or two before Thanksgiving, there was deal, regardless of the legal technicalities. WILLIAM URQUHART: Well, I’ll start a potential for the announcement to cause That would take care of the issue. There with George’s last topic, which was the global stock markets to go down, for credit is nobody who’s going to go against DOD. restructuring of Dubai World’s debt. This markets to go down, and oil prices went up So, the article calmed things down. was a couple of years ago. My wife and similar to the reaction to the problems with children and I were here in New York City smaller players in the EU. for Thanksgiving, and normally I always leave my cell phone on at night in case JACK FRIEDMAN: It reminds me of one of the kids crashes a car or whatever. something the financier, J.P. Morgan, said But since they were all in the same hotel a century ago, “I can predict the market. It with me, I decided that I was going to will go up or down.” turn my cell phone off, and I put it in the bathroom to be recharged. I woke up in GEORGE DALTON: But the end result the morning and I literally must have had of the Dubai World restructuring was that twelve missed phone calls from George. we came away with a reasonable solution that hopefully contains a positive out- JACK FRIEDMAN: Where were you? come for all the creditors of Dubai in the region. Will people take some haircuts? WILLIAM URQUHART: On Central Absolutely. But it’s not that they’re losing Park South at the Essex House. Then I their entire debt. So, with that, I’ll turn go to my Blackberry, and I have about ten this over to the panelists, and Jack will messages — “Call me,” “call me,” “call me.” direct that aspect of things! Which I did. This was Thanksgiving day and within five minutes of that call, I was JACK FRIEDMAN: Let me thank you Later, in the ’80s, many were afraid that on the phone with Bryant over there, and very much. Japanese business was going to take over five minutes later, Augusto was on the call. America. It was buying up Rockefeller It was sort of a remarkable event, because As the Chairman of the Roundtable, I Center and other assets. I had the privilege completely by surprise, some government rarely get involved with my experience, of being asked to write a speech addressing officials had made a pronouncement apro- but there are certain things that are so the issue for the Japanese ambassador to pos of nothing — right, George? That the relevant. During the oil embargo in the the U.S. Basically what the speech said was government was not going to stand behind 1970s, I wrote a feature article for the New that Japan can be dynamic for many years, the debt of Dubai World and the other York Times Business section, which was enti- but it’ll have problems, too. Japan will not sovereign-owned entities. It sent the mar- tled, “Who’s Afraid of Foreign Takeovers?” always continue going up rapidly to domi- kets spinning. If The Wall Street Journal pub- Because of the oil crisis, there was a fear that nate the world economy. Now we have a lished on Thanksgiving, which it didn’t, the oil money from OPEC would come into similar idea, that somehow China is going it would have said, “Dubai World Crisis the United States and buy it up. There was a to be always successful and go up forever, Threatens the World Economy.” huge cartoon from the Times with Little Red and take over the world economy. Riding Hood and her basket containing a But in any event, in the course of — how steel mill, a bank vault, and an airplane. I’m struck that a basic theme that George long — maybe fifteen hours, we were on There was a wolf in an Arab keffiyeh looking is discussing is that people often don’t the phone together most of Thanksgiving. around behind a tree at her basket. This, understand that foreigners can come from We were all struggling with what to do, and of course, would not be acceptable today. a country which is very friendly to the when I first became involved, they were The journalist Walter Cronkite spent five United States: They want to have good actually thinking of filing for a Chapter 11 minutes on his national show discussing the commercial relations with the United bankruptcy in Delaware, because the fear article. The point was, “What vulnerability States and don’t have agendas to somehow was that some of the hedge funds which did the U.S. have?” dominate this country. had purchased some of the debt might force Dubai World into bankruptcy. The article’s conclusion was, and it’s the I’d like to move to Bill Urquhart, a litigator same conclusion today, that if anything who affects not only legal strategy, but also We all started talking about it, and I don’t really affects national security, there are business strategy. He gets results that are know whose idea it was, but I said, “Why laws on the books that give the Defense good for the business. Bill, why don’t you can’t you file in Dubai,” and then George Department the opportunity to stop the tell us your comments and observations? explained and Bryant explained why we

company. So what we set about to do, with the help of lawyers in our London office and our Dubai office, was to draft a new law that would incorporate the stuff of the U.S. Bankruptcy Code that makes it possible for companies to reorganize and for companies to actually have leverage in the restructuring process when they are in court.

We quickly focused on what are the several ingredients in the U.S. Bankruptcy Code that make it work from the perspective of a company that is reorganizing. I know that many of you today are going to receive CLE credit for this, so I’ll spend just a minute getting some of the technicalities.

We looked at these special things and we thought about the automatic stay that pre- vents creditors, whether they are secured or unsecured, from taking action against a company that has filed a process, to collect can’t do that. But the principal reason is, frequently, in order for a company to was that they didn’t have the equivalent of restructure its obligations out of court, it on their claims and what the process is Chapter 11, debtor in possession. So some- has to have the ability to say to its creditors and initiate it. We also focused on grant- how or another, somebody suggested on the and other constituents, “If we’re not able ing the company that is reorganizing the phone call, “Well, can you change the law?” to do this out of court, there’s an inquest exclusive right to determine what the plan At that point, Susheel Kirpalani, who’s the process that we’re going to have to access, of reorganization will be, and then to seek head of our restructuring group, and Mitch and that’s going to make things uncertain. approval of that plan of reorganization. were called and we turned it over to them. It’s going to make things expensive. It’s That’s known in the U.S. Bankruptcy It was literally, from Thanksgiving about going to make things take a lot of time.” Code as exclusivity. five o’clock in the evening, to Sunday when But that threat, or that possibility, didn’t these guys finished redrafting the entirety of exist, because under the existing law in the We also needed a mechanism that would the first draft of the document. UAE at that time, there was no mechanism allow the company as a planned proponent for an enterprise like Dubai World to to bind dissidents within a particular class BRYANT EDWARDS: Oh, yes, a little restructure through a court process, and so if others in the class, by a requisite major- longer than that, but it was over about we had to create one. ity, voted in favor of the plan. So that seven to ten days that the idea of Decree sort of ends the problem that frequently 57 came into being until it was actually The challenge was that there was an exist- occurred in out-of-court restructuring. signed into law by Sheikh Mohammed, the ing commercial regime that was applicable ruler of Dubai. Mitch, you might want to in Dubai: the sovereign, federal law of We also needed to have a mechanism in talk a little bit about the overall construct the UAE. There was also the — I’ll call it place that would allow the company to of Decree 57. “overhang,” for lack of a better term — of have its plan approved above the objec- English insolvency law principle, because tions of one or more entire classes, and the MITCHELL SEIDER: I’d be happy to. many of the legal principles in the region utility of that is that it brings recalcitrant Thanks, Bryant. It was drafted in about have their roots at a time when the English creditors to the table and makes them par- seven days, and on the eighth day, the ruler were the colonizers of the area. ticipate in a consensual negotiation for the signed it, and I don’t think there’s any restructuring of their obligations. analogy there! That’s what my timesheet Now, at that time in 2009, English insol- shows, though! vency law did not lend itself particularly We also needed the ability for the company well to the restructuring of a company’s to be able to borrow money after the filing What we really faced was, as Bill was just obligations through an in-court process, of the proceeding, be it on a secured or describing, a problem at short notice. That particularly from the perspective of the unsecured basis, and even, if necessary, to

borrow new money on a senior secured impose the plan above their objection, you basis with liens ahead of liens that may must essentially give them one of three have existed at the time of the filing. things, and then there are always going to be fights in the bankruptcy court about We also needed to give the company whether those things that you’ve offered the ability to sell assets subject to liens, actually fit within the definition that’s pro- free and clear of liens, and the ability vided in the Bankruptcy Code. to accept or reject executory contracts — contracts that were still in the middle Under Decree 57, as is actually the case of their performance, as the dictates of in the United States, if the treatment that the business might warrant, so that if a you are receiving under the plan leaves contract was burdensome, there would you unimpaired, then you are deemed to be the ability for the company to go to have accepted the plan, and you’re not its counterparty and say, “This contract in a position to object to it. So what we really isn’t working for us. We’re paying did was we took the provisions of the you too much; it lasts too long; we need U.S. Bankruptcy Code and set out that to restructure it; and if you don’t want to menu of what secured creditors must get to restructure the terms, we’ll simply reject it have a plan imposed above their objection and you’ll have a claim for breach that will and move them over into the category of be unsecured, and that’s it.” unimpairment, so that if they were receiving one of the menu items, they would be deemed On the rejection and assumption of execu- Then the next step was to figure out, under Decree 57 to be unimpaired, and tory leases, we created a provision that, since we’ve been given this almost magic therefore would be deemed to accept, unlike the law in the U.S., would allow for wand-like slate: what, from the company’s and therefore would have little standing, if the company to cherry-pick through a mas- perspective, are the things in the U.S. any, to object to the plan. ter lease that governs multiple contracts. Bankruptcy Code that if you were the In the U.S., as a general matter, if you have home team, you would change to make it While it was a much more complicated a master lease, for instance covering mul- even more friendly from the perspective and lengthy process than it may have tiple parcels of real property, that contract of the company that was restructuring. So sounded in the last five or ten minutes we took some of these principles of U.S. either has to be accepted — that is, assumed or so, that’s the guts of it, if you will, in restructuring law, and we tweaked them a — or rejected, in its entirety. Under Decree terms of what we accomplished over this little bit. 57, the company had the option of going relatively compressed period of time. through and cherry-picking on a parcel-by- With the automatic stay, we made it much parcel basis, which would, of course, give it JACK FRIEDMAN: Could I ask a quick easier for the company to go out and have significant leverage with the master lessor question? We recently had a program on that stay extended to non-debtor affiliates if that became necessary. the Eurozone crisis, and one of the litiga- and to other entities, so the creditors of tors on the panel said that everybody was those entities would be prevented from seiz- On the exclusive right to file a plan of afraid of where different creditor groups ing assets that were perhaps necessary for reorganization, as I noted a moment ago, would go to get jurisdiction and that a the company itself to reorganize. we made the potential for unlimited exten- government might say, “I don’t care what sions possible. On the provisions to cram the contract says; this is too important for With respect to the exclusive right to file down the plan above the objection of dis- our country.” So, if the contract said it will a plan, we made it so that the company senting classes, we made it much easier for be arbitrated in France, the government could, in essence, continue it virtually in the company to bind a class of dissenting somewhere will say, “Tough luck, every- perpetuity, whereas in the United States, secured creditors than would be the case in body, it’s in our courts, under our law, it’s capped at a maximum of 270 days. the United States. because this is national sovereignty and Having that exclusive right to file a plan critical to the well-being of our country.” gives enormous leverage to a company in Just to get into the technicalities so that terms of dictating what the plan will be, everybody can feel super-good about the So, I get as the theme of what you’re say- and bringing creditors to the table around CLE credit: in the United States, the ing, that it was basically underlying the the plan, because they don’t really have a Bankruptcy Code says that if you have a same fear; that somehow people would credible threat to file their own plan. class of secured creditors and you want to start running around filing here or there,

and suddenly everybody would be arguing, “Why are we here?”

WILLIAM URQUHART: That’s exactly right.

JACK FRIEDMAN: Problems of inter national litigation!

WILLIAM URQUHART: One thing that we shouldn’t lose sight of here is Augusto was in the middle of all of this. He was on the phone, probably the only non-lawyer that was on the phone call.

JACK FRIEDMAN: What is the pain and suffering of having to deal with lawyers?

WILLIAM URQUHART: Well, people began calling him “the baby-faced assassin.” He looked so nice, and he is so nice, but somehow or another, he grabs people’s conclusion, is that we had an alternative. So JACK FRIEDMAN: What are the dif- arms and twists them behind their backs when you all sit down in a room and there ferent rights that different types of banks and then all of a sudden, they do things were 96 banks, there was a lot of sitting have under their lending agreements? One that they never thought they would ever do. down and a lot of people. But when you all bank has this right and another has some- got in the same room, once everyone under- thing different, the loan agreements aren’t AUGUSTO SASSO: Well, you guys, you stood what Decree 57 was, and there were helped. You gave me this impossible tool fungible or interchangeable. So how do some growing pains — most people didn’t you get them to agree that, “We’ll all work that if you didn’t agree with me, I just like it when it first came out. Ultimately, said, “Well, I’m just going to use Decree together and not assert our special rights it’s interesting. You fast-forward three or versus your special rights”? 57.” Then let’s sit down and talk. So, it’s four months after that, and just about important to realize — and George hit on everyone thought it was actually a pretty AUGUSTO SASSO: Well, the rights it — we were trying, at the end of the day, good concept. to come to some kind of stable consensual are oftentimes — to the extent they have rights — tied to some fundamental assets. position. So, at the end of the day, no one Once they had a chance to understand it, Whether secured, or whether they’re look- wanted this thing to melt down and no one it formed the basis under which you could ing at a certain level of cash flows, or wanted to file in any court. We didn’t want actually have a negotiation. So, without it, whether they’re in a certain part of the it; the government didn’t want it; the com- we would have never, ever restructured, organization that allows them to look at pany didn’t want it; lawyers didn’t want it. I because I don’t think we ever would have. mean, maybe the lawyers wanted it. But most It would have been impossible. We had too certain subsidiaries vs. others. But one of us did not want to have that happen. For many threatening forces that were coming of the first things we had to do, frankly sure, the creditors didn’t want it. But when together at the same time, and there was — with George’s help and everyone here’s faced with the alternative, I don’t even no way to really have a rational conversa- help, and a lot of people back in Dubai — think legally we had the right to file in the tion with so many different types of credi- was understand what the company really Dubai courts, much less even know what tors. Truly, there were many different types was and what it was worth and what it that looked like. So, we needed a tool that of creditors. The restructuring was still one really — I don’t think anyone really had a could be a guideline so that if we couldn’t get of the most complex, and the negotiation true appreciation except for maybe George. to the consensual deal, we had an option. was one of the most difficult I’ve ever done — but honestly, one of the most dif- But I still remember, we have this, it was That’s ultimately why — I mean, not to ficult done in the restructuring world in set on the table and it’s the organization comment too much on the Eurozone — it’s a consensual way. But it would have been chart. That was just the key entities. But ultimately why we were able to get to a impossible without Decree 57. there were thousands of entities below these

first step — get the lenders on board — and then we felt that the other creditors would likely follow, which eventually happened.

But it was educating the lender group first, and the final restructuring document is a precise document.

AUGUSTO SASSO: Yes, extremely. What’s important to realize was that was Thanksgiving 2009. By July 2010, you actually had agreement from almost 100% of the creditors. It took a couple of months to get 100% across the line, but in a relatively short, I mean, an incredibly short amount of time, inside a month. What’s interesting is, prior to Thanksgiving, Greece was in the headlines. After Thanksgiving, we were the only ones in the headlines. Now Greece is still in the headlines! So the speed at which that was done, it really was fast. We had the right tools and we had the entities, but those are the ones that at least, company, Dubai World, we had some of right team. I told to my team of ten guys, “Go value those — I hope we had all of those! But that.” They looked at me and said, “Are it was a collection process that went on you kidding me? Not a chance.” But that’s intensively, with a lot of bodies being GEORGE DALTON: Talk about some of the first thing we had to do. We had to thrown at it for months. Then once you the factors that got it over the line so fast. figure out where all the assets were; we had collected them, you had to understand to figure out where all the debt was. Then what you had. AUGUSTO SASSO: The important part you could actually have a rational conversa- about that specific deal was, we had to try tion: “Okay, right. Your loan is here. What MITCHELL SEIDER: The bank’s reten- to structure something that met a lot of does that mean?” tion policies are worse than ours. different requirements. We started pooling creditors together into groups and saying, But before you could even do that, we had JACK FRIEDMAN: Somebody told me “Well, you’re central banks; we’ll treat you to actually understand what the lay of the that in the early part of the current U.S. this way. You’re central banks; we’ll treat land was. crisis, when you look at all the docu- you that way. You central banks, we’ll ments, you’d be amazed at how imprecisely treat you that way.” We had to try to craft JACK FRIEDMAN: The first step, while drafted they were for all kinds of mat- something that works for all those different you’re doing all these other things, is to ters. The drafters sometimes weren’t super groups. Ultimately, that was the solution collect all the relevant documents and careful, and they didn’t anticipate every that we all worked together to come up make sure that you have everything. eventuality, so you’re stuck with, “What is with: a structure that allowed for tiering of covered here?” debt and different — almost like a Chinese So let me ask you this interesting question menu that you could take this interest rate — from a general counsel’s point of view, GEORGE DALTON: You had to look and pick, or this in cash — and it was a how hard is it to locate all the documents at the time. When Dubai was on the way, frankly, to help the banks minimize that make a situation difficult? boom times, there certainly was less pre- the amount of near-term impact they had cision then. As things started getting a to take, because ultimately the solution GEORGE DALTON: It works differ- little bit shakier, you gained some more for Dubai World was time. So you had a ently, depending upon companies, but at precision. Then of course, once we were bunch of assets which at that moment in least in our company, it was quite decen- going through the restructuring, that was time were valued extremely lower than they tralized. A lot of the documents rested examined with a fine-toothed comb by the should have been. But if you gave the asset with the business units. Other than the creditors who were being impacted, pre- time for values to recover and for things to ones that were guaranteed by the parent dominantly the lenders. That was the big happen internally within the company, you

could actually recover 100% of your credi- GEORGE DALTON: Why don’t you tors, and even more than that. explain what a “Sukuk” is.

So time was key, so we had to structure BRYANT EDWARDS: “Sukuk” is an something that gave everybody time with- Islamic form, it’s really an Islamic bond. out unfairly hitting one set of creditors Nakheel, which is the big property unit, vs. the others, with the backdrop that if it had $5 to $6 billion U.S. of Sukuk out- didn’t work and we couldn’t agree, as long standing. All three series were paid — this as we got two-thirds of one class to agree, was a company that had no right trying to we were going to do it anyway — which repay those, but they took their obligations allowed us the ability, frankly, to do it con- so seriously, they came up with the money sensually with 100% agreement. to get those repaid on time.

GEORGE DALTON: One point on the JACK FRIEDMAN: How did they timing. All of us around this table have account for Islamic financing? How did both laughed and cried about it, but when they deal with the idea that you don’t have we were initially given the assignment, the interest? Is that their biggest difference? government gave us four to six months. I was accused of being a pessimist, which agreement in principle on Dubai World BRYANT EDWARDS: That’s a whole normally I’m not. It’s not my personality. was announced and the bond offering other topic, how they’re structured to I said, “Look, it’s going to take at least a that Dubai was back in business, Dubai avoid the concept of interest. But for year.” And as Augusto pointed out, within was out of the headlines in a bad way all intents and purposes, the market has seven months, we were getting there. We and back into the headlines in a good recognized them essentially as bonds, and weren’t there yet. But we were certainly way. The good news is that it really did they treat them the same way as they treat making progress — I thought we were mov- turn the country’s situation around from conventional bonds. In the mix at Dubai ing at the speed of sound. Yet that is the a very dire and a very negative situation to a World, we had both Sukuk and conven- way — culturally in Dubai, they wanted this very positive situation. When business is tional bonds. They were all treated the to happen yesterday. It was a very complex back, real estate is stabilized. A lot of the key same way. problem and during boom times, that’s businesses are very, very healthy at the how things did happen! They would put up moment in Dubai. It all goes back to the bold AUGUSTO SASSO: They pay a divi- these massive buildings very, very quickly. way in which Dubai World attacked this dend, which is akin to interest. They look They expected to be able to do the same big issue and got it solved. and feel like debt instruments, but theo- thing on restructuring this debt, in a very, retically they are different. very abbreviated period of time. JACK FRIEDMAN: When you were underwriting, what type of calls would you JACK FRIEDMAN: What is the psy- It took a little longer than the government get from the investor groups? chology of banks when you’re doing a wanted, but we got where they wanted us restructuring? First, of course, is, “Will we to get to. BRYANT EDWARDS: They were very be repaid?” Also, “We don’t want to have concerned about honoring their obliga- to put a write-off on our books.” MITCHELL SEIDER: The interesting tions. I mean, culturally, in every way, they part was, it wasn’t long after that Bryant did not want to be seen as actually default- AUGUSTO SASSO: Jack, banks don’t helped the government do a $1.5 billion ing. They wanted to honor their obliga- like me very much. They’ve never really bond deal. tions to people who had lent them money. liked me. To this day, there has not been a debt BRYANT EDWARDS: Yes, they were capital markets instrument in the UAE JACK FRIEDMAN: Do you make a able, shortly after the deal was announced that has actually defaulted. The Nahkeel living based on the fact that you have a in principle, to hit the market again in Sukuk were actually paid on time, in full, reputation for being tough? October of 2010, and go borrow more and there’s never been a default of a pub- sovereign debt from the international mar- lic debt instrument. They’re very serious AUGUSTO SASSO: Look, I’m going kets, and they repeated that in March about trying to keep that track record so to choose my words carefully. Banks are of 2011 again. So it sent a very strong they can continue to have the confidence having to reinvent themselves, so the way signal to the market. As soon as the of international investors. banks used to lend is over. The way banks

are going to lend going forward is going I actually thought I knew what our political process to be very, very different. They’re going to lend less, and they’re going to lend in a was; I realized that I didn’t. It was somewhat similar to more structured way. At least I hope they learned their lesson. We’ll see if they actu- the fact that Congress doesn’t know much about how ally did or did not learn their lesson. transportation works, and more importantly, how

Remember, at the time when this hap- security works. — George Dalton pened, banks were seeing write-downs from a million different directions. So company so that over that passage of time, are, they’re financial animals, and they’re if you were thinking about your capital we can get to that value. going to do whatever they have to do finan- ratios, you were trying to find a way to cially to survive. So the company learned a make it from financial statement to finan- JACK FRIEDMAN: What’s just an valuable lesson, and going forward, Dubai cial statement. example of “manage the company”? has learned a valuable lesson on how to deal with banks. You need to have a very clear So at the time — which, by the way, they AUGUSTO SASSO: Decide whether or understanding of what the arrangement is have since evolved a little bit and now not money that’s generated within the between you and them, and prior to 2008, they’re back to it again — at the time, conglomerate should go back up to the that was very blurry, and it was very unclear having to take a write-down was the one lenders to pay down debt, or should it go as to what the relationship was. most important thing the bank had to back into an asset; for example, to fix an avoid. If they have to take a write-down on asset. So that’s an ongoing decision the One of the things the government wanted their balance sheet, then they may or may banks have to do. to do coming out of this is send a strong not be able to hit their capital ratios on signal that it’s time to start being clear. a quarterly or annual basis and they have JACK FRIEDMAN: That’s almost So, CityCenter was a perfect example. to actually raise equity, and if that spiral unheard of, traditionally, in banks. They’re We had this very fuzzy reason why Dubai continues to happen and they take more very hands-off. World decided not to continue to fund and more write-downs, and you can’t raise CityCenter. It’s very simple. We were fund- enough equity, your bank could eventually AUGUSTO SASSO: It’s not totally ing into a hole, and the banks were not go bankrupt. A Lehman could happen to unheard of. But what was important to forced to fund. Look, it was unprece- any bank at any time if, in fact, I’ve got to realize is at the time, for them, it was dented. We went in a room with the banks write my assets down too fast. 100% about not taking a write-down. and said, “We know that we’re contractu- So we could have structured the deal ally required to continue to fund, but we’re So at the time, it was clear that the banks very differently. We could have structured not! It’s a half-built casino in Las Vegas. were just trying to find a way not to write the deal to actually have a write-down on Good luck with that.” Their answer was, down the assets. Since then, we did a day one. we got yelled at for two weeks, and they major change in the way this company said, “Well, what would it take to get you is actually managed now. There’s a new JACK FRIEDMAN: Why stretch things to fund?” It was very simple. “We want you board. There’s something called a “New out? Is it that they don’t take a write off? on the hook as much as us. So, we want Management Committee” that includes you to fund into a lockbox, and we’ll fund bank representation. The banks are kept AUGUSTO SASSO: Not necessarily. into a lockbox, and we’ll do it together, abreast as to how the company is operat- It depends. But how you stretch it out and one day we’ll get out of this on the ing and what decisions are happening depends on, if you take a piece of debt other side.” Sure enough, we did it, they internally. and you stretch out the maturity, then by did it, and one year later we refinanced it, definition, they should theoretically have and the same banks and the same financial Now, the banks are really being forced to a write-down because the present value is institutions were dying to get into the new act almost like active stakeholders. So they lower. But there are ways you can structure financing, because all of a sudden the asset have to actually help manage the company it with rates and other things you can do to was doing great! to get their value back. So, without getting actually make the write-down less. So that into specific numbers, because it’s not was the motivation. But it proved a point, which is banks and public, the assets of the company, like I companies now are fighting this, and we’re said, will be worth a lot more over the pas- But we learned something — the company seeing this — in Europe — we’re seeing sage of time. They need to help manage the learned something: that ultimately banks it everywhere. There was no alignment.

Now there’s clear alignment. You’re not just going to be the only guy that survived because you’re a creditor, because if we fail, we both fail.

So, it worked out on CityCenter; it’s worked out on Dubai World. Bryant’s involved in just about every restructuring or quasi-restructuring going on in the Middle East. That same model is now being carried forward. So you see it on Dubai Holdings, you see it on DIC, you see it on restructurings in Abu Dhabi. Everyone’s doing the exact same thing, which is, “How do we structure something so that we can really look to the value of the asset and figure out over time how we bankrupt but you’re not formally declaring wanted to be adjudicated. So we filed in can all get some recovery?” bankruptcy. George said, “We can use that Delaware as a protective move, and we felt JACK FRIEDMAN: There are many situ- as a hook to file a lawsuit in which we that that would be at least an equitable ations where you don’t want to assert the would ask for declaratory relief, that Dubai jurisdiction, not to disparage Nevada, but full strength of your legal position and use World wasn’t obligated to make their fund- MGM is its largest employer, its largest tax- all the tactics you can use to make it dif- ing requirements.” payer and its largest political contributor. ficult for the other side. A client may have So, we just didn’t think that was a good reputational issues, such as wanting to But from the day that that was conceived home court. settle because it has relations with custom- until the end, we never thought the litiga- ers, or politicians. tion would go anyplace other than where JACK FRIEDMAN: Were you over- it did go, which was a business solution. It whelmed with trying to figure out all the If you have a situation where you have to was like reaching out to a gigantic doorbell different players you were going to have to work with bank creditors in the long run and saying, “Hello, loan people; I know bring in quickly? or cooperate with a joint venture partner, you’re busy and you have 80 million things what are some of the considerations you going on, but we want your attention and GEORGE DALTON: On the MGM have in discussing it with the client? Please we want your attention now.” So all we did side? give us an idea of your constraints as a legal was ring the doorbell, and then in came advisor to a business. the deal lawyers, and Augusto, the baby- JACK FRIEDMAN: The other was the faced assassin, to twist even more arms. bigger one, the restructuring. Also, that WILLIAM URQUHART: What you’re Maybe you guys can explain, after what he was even more time-sensitive, from what really saying is — I always have viewed litiga- filed in the lawsuit — I mean, it was amaz- I gather. tion as a tool for the businesspeople. Like ing how quickly they reacted. litigation for the sake of litigation, that’s GEORGE DALTON: Well, the MGM what plaintiff lawyers do. But mostly we GEORGE DALTON: One of the things one was clearly a lot less complex, although represent big companies, and big compa- that we were very worried about was that its ramifications were quite large, as well. nies are first and foremost interested in Dubai World was going through its own A bankruptcy for either company, was their business. So, for example, Augusto problems at that point in time. We didn’t not a good thing. Certainly MGM didn’t brought up CityCenter. I received a phone need another problem with the massive want to go there, nor Dubai World. But call from George, and George said that investment that we had in CityCenter MGM’s stock had plummeted from where their partner in the CityCenter, MGM and in the MGM shares of stock that we we bought it at an average $80 a share. It — the casino company, not the movie owned at that point and we still own a lot went down as low as $6? company — issued a 10 K with a “going of shares of MGM. We were concerned concern” opinion. For those of you who that MGM filed for this bankruptcy in MITCHELL SEIDER: Yes, $5. aren’t bankruptcy lawyers, a “going con- Nevada, not exactly home turf for us, and cern” opinion means that basically you are we felt that that is not the place that we JACK FRIEDMAN: A 90% loss!

AUGUSTO SASSO: When you put this ...in my opinion had it been a U.S. public company, in perspective, MGM, the CityCenter was, and I think still is, the largest private devel- I don’t think we would have been able to solve the opment in the history of the world, right? problems. The speed with which we acted helped to calm JACK FRIEDMAN: What is the total everyone down. — George Dalton cost of that project, by the way? in again. But for now, if things don’t get bet- actually need those people to be involved. AUGUSTO SASSO: Nine billion, $9.4 ter, if they just stay the way they are, those If you don’t have customers, you are not billion. companies will all work well. selling anything, then you’re not creating a value. So there, it was different. There, it was JACK FRIEDMAN: What is that project JACK FRIEDMAN: We have talked about actually trying to get some capital and for those who don’t know? about the banks. What is the mentality for the contractors, it was about trying to of the trade, and what is the mentality of get some cash in their hands. Ultimately, it AUGUSTO SASSO: It’s got five towers. the customer? The “trade” always evokes was a security that they could turn into cash It’s a condo development, hotel/casino, the garment industry here in New York. later. For the customers, it was about getting large retail. When a retail store goes out of business, their assets completed. So, I’ve got money “The Trade” says, “Just get me cents on the invested in this asset; what I ultimately want JACK FRIEDMAN: A shopping center, dollar; I’m moving on.” So I don’t know if is my asset so I can generate some revenue or the whole shebang? that is the right image any more. sell it or do something with it.

AUGUSTO SASSO: All of Las Vegas in AUGUSTO SASSO: No, no. We’re talk- GEORGE DALTON: Which you had to the one site, basically with multiple hotels. ing about contractors. So we’re talking pay the contractors in order to do. It’s a huge project. It was an ambitious proj- about large international contractors in ect. It was done at a time when the gaming some cases, and even very small, as George AUGUSTO SASSO: Right. market was doing great and the interesting mentioned, self-employed contractors. So thing is the asset’s actually done very, very the claims were contractor claims, unpaid JACK FRIEDMAN: A contractor basi- well since it’s been restructured. It really is a contractors, and then customers who had cally says, “Pay me enough now for the grade A asset, so really it’s the likes of Wynn made cash deposits on real estate assets past, and then going forward. I want to and the Venetian and those assets. So it’s that had not yet been delivered. make sure I don’t go deeper in debt.” doing quite well. That market’s recovered well. We got the refinancing done at that JACK FRIEDMAN: Things like condos GEORGE DALTON: Right. We have to time; it was $1.8 when we did the restructur- and the equivalent? keep in mind, also, that these contractors ing. They actually raised $2 billion. So we have been working in Dubai during the did the refinancing and actually increased AUGUSTO SASSO: Condos, homes, boom years and have done extremely well. the debt load on the asset, because the capi- very different from bank financial credi- They also would like to come back when tal was better than we had expected. tors, because ultimately, you need to con- the boom years come back again. I don’t tinue a working relationship with trade know when that will be, but you’ve got a So it’s a good example of how you can work creditors. lot of contractors that were willing to work your way out of a restructuring environ- with us because, again, they’ve done well; ment. So what I pride myself on the most — JACK FRIEDMAN: You need to fund they think Dubai will continue to grow at we did it on Fontainebleau, too. We restruc- them even during the bankruptcy? some point, once the economy changes tured them and turned them around and around; and they’d like to be there. we restructured them in a way, and that’s AUGUSTO SASSO: You may have to. So the key to successful restructuring, for the there’s the whole process of figuring out AUGUSTO SASSO: It’s actually interest- lawyers in here who like to go back to the which ones are critical and which ones are ing. One of the largest contractors — without same company over and over again — the not critical, which is not dissimilar to what giving the names — one of the largest con- key to a successful restructuring is getting we do in the U.S. on an 11 process. tractors is owned by a company that recently out and actually being an operating entity announced another deal with Dubai. So again. Those are both good examples of Again, part of the solution on Dubai World it shows how you can work together, both how those companies are doing quite well. was actually being able to finish things, investing in an asset, significant investment, The economy may change and they may tip complete things, create value over time. You each putting a lot of money into it. It also

shows how you can do it in such a way that primarily by local banks that have been you’re still at the table together, working. lending on submarket terms, as a result of themselves being essentially subsidized by JACK FRIEDMAN: There’s a saying in their owners and by the government. bankruptcy, that creditors or investors, when they’re afraid of being wiped out, are That is all going to change in the next few emotional, almost hysterical, and angry at years, and it’ll be a much more market- the beginning of the process. Shock, anger, based economy. The international capital hysteria, revenge — they go through the markets will play a bigger role. That’s whole list of negative emotions. Later they generating demand in the Middle East calm down, and all they want to know is, for the type of legal reform that we’re “How much money am I going to get out talking about today, that D57 should be of this situation?” applied throughout the region. Corporate law needs to change. Securities, the whole So they’ll quickly go from the emotional panoply will change over time in the stage to dollars and cents. Does the panel Middle East — not only in the Middle East, agree that is the course of things? It comes but in other developing markets, like Asia down to money! and Eastern Europe. they’re not a guarantor, nor are they implic- MITCHELL SEIDER: There are actually JACK FRIEDMAN: There’s always con- itly or explicitly involved in Dubai World or five states! You start in denial and you end versation about the U.S. competing with any of the Dubai entities, for that matter. up with resolutions! other world markets for deals and listings. There’s no relationship, other than they Can you tell us a little bit about the future are both states of the same country. From a JACK FRIEDMAN: Bryant, you have of Europe vs. the U.S., especially given the financial perspective, there’s no intercourse. worked in L.A. with a broad practice. current situation in Europe? Then you worked in London, and then in Now, separately, Abu Dhabi provided a loan Dubai. What are your thoughts about your BRYANT EDWARDS: Who’s going to to Dubai as part of the global restructur- high-yield field and the restructuring field? emerge as the world’s financial capital? It’s ing of Dubai. But there’s no connection These fields are always changing. all up for grabs right now, and London has between Abu Dhabi and any entity. Did I taken some of the wind out of New York say that right? BRYANT EDWARDS: Well, it just in recent years, but London’s got its own shows the power of an idea, an idea that problems now, and a lot of capital is mov- GEORGE DALTON: Yes. Abu Dhabi started really in Los Angeles with Michael ing to Asia, to Singapore and Hong Kong, provides funding for an entity called “The Milken and Drexel, that capital was power- and the Middle East is a contender. Dubai Financial Support Fund,” which ful; that if you could get enough capital, used some of the proceeds of that to inject you could fund companies that could take We’re in a fascinating period, Jack, and the money into Dubai World and some of the over other companies. It essentially restruc- story is going to be written over the next other Dubai situations. But that relation- tured the American corporate world in the couple of years: where the capital flows, ship is purely a loan between Abu Dhabi 1980s, because every company, as a result where the financial markets are. Whether and this particular fund. of this, became vulnerable to takeover. New York regains its status as the leading You saw that move into Europe in the late financial capital of the world — we hope, AUDIENCE MEMBER: If Dubai World ’90s and 2000s, and the same effect there. but the jury’s still out on that. had been a U.S. public entity, would the It had a very powerful effect. You see in restructuring have been easier, harder, or the capital markets now moving into the JACK FRIEDMAN: Let us open the the same? Middle East, not only sovereign debt, but discussion to the audience. Go ahead, sir. last year you saw the full range of sovereign, GEORGE DALTON: That’s a great ques- quasi-sovereign, high-grade corporate and AUDIENCE MEMBER: What is the tion and a very difficult one, so I’ll ask non-investment grade, high-yield bonds, for role of Abu Dhabi and are they guarantors the others. But in my opinion had it been the very first time. of Dubai’s debt? a U.S. public company, I don’t think we would have been able to solve the prob- It’s important, because the companies in BRYANT EDWARDS: There’s no official lems. The speed with which we acted the Middle East have been funded to date role between Abu Dhabi and Dubai, and helped to calm everyone down. They saw a

very aggressive approach to trying to reach To back up a second, for the British have to remember, too, that the UAE is out to the various creditors. We would aspect, we had to go through the London a very young country. If you think about have had a much more difficult time if we Stock Exchange approval process for their how long it took the United States to get to had thousands of shareholders to also deal shareholders. Many people here know, we where we are versus how long it’s taken the with. But I’m sure Augusto or Bryant or also had to go through an additional court UAE to get to where they are, it makes for someone could easily disagree with that! approval process, because P&O Ports was an interesting story. Frankly, the UAE has one of the three remaining companies made incredible progress in a very, very short BRYANT EDWARDS: Yes. I agree with chartered by the Queen. So aside from period of time. Not just commercially, not George. It would have been a lot harder. shareholder approval, you also had to get just with the tallest buildings in the world We would have been in an 11 process. court approval, which we did. We also and the biggest Palm Islands, but as Bryant We’d still be in court. Lehman’s going to had a challenge from an American partner alluded to earlier, a lot of new laws in secu- be dealing with its things for 20 years, prob- of P&O, a very small one in Miami, who rities, on legal ethics, on transparency of ably. That would have been Dubai World. went into court and tried to stop the deal, company records. A lot of that is still in play It’s just way too complex to try to drag and they were shut down. So, the transpar- and is still progressing. But I think there’s a through a court process. It really needed to ency that developed out of that deal was real will from the leaders of the UAE and be done consensually. We needed the abil- actually beneficial in the long-term for from the commercial entities there to make ity to force a court process if we had to do Dubai. Some of our communications and that happen. it. But it needed to be done consensually. marketing folks think it’s the best thing It was the right way to do it. that has ever happened. JACK FRIEDMAN: Could one of you comment on what is the UAE, a little more From the Some of the first AUDIENCE MEMBER: AUGUSTO SASSO: in depth? Dubai Ports crisis in Washington, has people that reached out to us and to His there been more of an education of the Highness when we actually announced a GEORGE DALTON: The United Arab American populace and Congress about plan for a restructuring was Tim Geithner Emirates is a confederation of seven city- the role of the UAE and its relationship and Gordon Brown. They all have reached states, with Dubai and Abu Dhabi being with the United States? out. They were all very supportive; they the two primary ones, with others like Ras were all telling us that we could get help. Al Khaimah Sharjah and others being part GEORGE DALTON: I think the answer The relationship had a big part, and that of it. Certain laws and governance take to that is “Yes.” Myself and a number of was as a result of the last three years, where place at the Federal level, while others are my colleagues have spent a lot of time in you really tried to develop that again. Washington. I actually thought I knew reserved for an individual Emirate. Abu what our political process was; I realized AUDIENCE MEMBER: If Dubai Ports Dhabi clearly has the oil. Dubai previously that I didn’t. It was somewhat similar to came about today, after the Arab Spring, had oil, but its nearly gone, so Dubai took the fact that Congress doesn’t know much would we have the same kind of volatile the lead in terms of branching out into about how transportation works, and more situation and objections in Congress? other business areas, such as tourism sup- importantly, how security works. ported by Emirates Airlines, which I think GEORGE DALTON: I actually think that is one of the best airlines in the world to AUDIENCE MEMBER: Did that effort we wouldn’t. But from a two-step process, fly, and it’s certainly very successful on a make it easier to solve some of the subse- the amount of work that the UAE has global basis. Dubai Ports is a very sound quent problems? done in Washington has changed things. and fundamental business. It’s not real There’s been a consistent education process sexy, but it makes money and it’s some- GEORGE DALTON: The answer, again, about who the UAE is and who Dubai is. thing that’s always going to be needed. is “Yes.” I believe that there clearly was Again, I spent a lot of time in D.C. trying some naiveté by Dubai World, by Dubai to do the same thing. Much of that is just The UAE sits somewhat in the center of Ports, even with our high-priced advisors. meeting with our congressmen and our the world. So, geographically, it’s very con- Don’t get me wrong — we didn’t think that representatives. Most of the time, when ducive for trade between Asia and Europe, there was going to be any kind of a politi- you take it outside of the political arena and hopefully eventually the United States, cal backlash about the acquisition of P&O and political expediency, our congressmen again, through the canal. Ports. There should not have been a back- will look at this in a fairer way. The Arab lash but we were obviously wrong. That Spring sent a message to the United States There are federal aspects to it which are was somewhat naïve on our part, because that there is a desire for more equality and the military, currency, postal services and we felt that we had followed all the rules. more transparency in the Arab world. You things like that. Then each of the states,

if you will, each Emirate, also has its own local rules.

JACK FRIEDMAN: When you go into the L.A. Airport from L.A., there’s a big sign that says, “Daily flight from Los Angeles to Dubai.”

WILLIAM URQUHART: Twice a day, both ways.

JACK FRIEDMAN: Now twice a day?

WILLIAM URQUHART: Very long flights!

AUDIENCE MEMBER: I’m wondering, Dubai World restructuring done in such a due respect to Mitch and the guys who Mr. Dalton, if you could comment a bit on successful way. wrote this, anything you do that quickly is your role. Here we have all kinds of legal going to have some holes in it. So I think experts, but somebody had to manage all GEORGE DALTON: I didn’t pay him! our experience will take that Decree 57 this. How could you do that and how was Well, not that much for that comment! process, and hopefully turn that into a it possible to know what on Earth those more comprehensive bankruptcy code that people were doing, and direct them? JACK FRIEDMAN: Bryant is not charg- would apply and could be adopted by just ing his hourly rate for those comments! Dubai or it could be put onto a federal GEORGE DALTON: I’m not sure I did! level and adopted by the UAE. No, really, when a group like this comes There’s a gentleman here, go ahead, sir. together with a common goal — and that’s Did you have a question? Go ahead. BRYANT EDWARDS: Yes. There are really what it was. I talk about teamwork a number of efforts to do this. In fact, and so forth, but this is one of the situa- AUDIENCE MEMBER: There was a Mitch, you’re coming down to Dubai in tions where that really did come into play. crash course in bankruptcy just on the new December. There’s a group called Haukima You had different functions. Certainly, law. Is the UAE moving ahead in other that is sponsoring a forum with Juris lead- Augusto, and there was a whole group of areas to create other laws in advance now, ing judges from twenty-one Arab countries guys who were doing financial analysis, rather than having to wait until the occa- that are all coming in to get a tutorial on working with Moelis. The legal side of sion comes up? this stuff. There’s a number of efforts. The things was split up into various differ- UAE fell down on the Doing Business ent parts, such as the litigation, such as GEORGE DALTON: It’s a great ques- rankings specifically because of an inad- Decree 57. The collection of documents tion. It was a crash course for me in equate bankruptcy code, and believe me, was intense and massive, as was the analy- bankruptcy, as well. I hadn’t had that expe- there is a lot of high-level attention now sis of those documents. But it really was rience, thankfully, too many times before. being paid, because that ranking is very just a group effort. I can’t say I came close But with people like Mitch and Susheel important to the UAE. to managing all aspects of it. I don’t think and the Moelis guys working on this, it one person could, frankly. was not just a Dubai bankruptcy law. It was JACK FRIEDMAN: Who does those much more specific than that. Decree 57 rankings, by the way? BRYANT EDWARDS: Let me add that targeted Dubai World. That’s all it applies George is being very modest, and he to. It applies to Dubai World and any of BRYANT EDWARDS: That’s Doing deserves great credit for the success of the its subsidiaries. I’m going to turn it over Business is the World Bank. Dubai World restructuring. George had to Bryant and Augusto as to where things the confidence of the rulers of Dubai, as stand now with moving forward. AUDIENCE MEMBER: With the well as the bankers, of the various constitu- debtor-friendly orientation of Decree 57, ents, and it was George’s very fair, calm I do think that the UAE has seen the is there a fear that this bankruptcy regime demeanor, good analysis and great leader- great progress that came out of Decree could possibly end up scaring off creditors ship that was a big factor in getting the 57. I think that anything you do, with all from taking part in lending?

WILLIAM URQUHART: I know …if you look at what you’re wearing, the devices in your Augusto will have views on this from a capital markets and capital raising perspective. pockets, the glassware up here; everything moves through From my perspective as a bankruptcy law- that marine supply chain, with some exceptions on the air yer, the overwhelming majority at this time representing financial institutions wish to side. But the marine supply chain vastly outstrips the air handle debt and capital restructure. Maybe the most important aspect of any bankruptcy supply in terms of volume. — George Dalton regime for a lender is to know what the rules of the road are, and knowing with certainty disputes. This is the first step of Dubai trying GEORGE DALTON: There’s security in that laws will be applied as they are written. to come up with its own commercial code if the UAE. Because once that confidence is there, then the UAE doesn’t move fast enough, for that the lender can, of course, fall back on con- very reason — because banks — they want to JACK FRIEDMAN: It’s hard to just take tract and trust in the contract. So it’s really lend. They just want to know what jurisdic- the collateral away. more a question, from my perspective, of tion, what court, what are the rules going to transparency, of consistency and conformity, be? If now the halo is gone, I’m not going GEORGE DALTON: That’s right. than it is necessarily what the statute may say. to lend at all. Because if what you’re telling me is that my backdrop is the Dubai courts, JACK FRIEDMAN: That is the most Now obviously, if the statutes were confis- I’m out of the market. Because the Dubai essential issue for the banks. catory — which it’s not and I don’t believe court is nothing more than a forced liquida- it ever would be — that would be a different tion within a certain amount of time, and GEORGE DALTON: I just want one set of circumstances. But as long as it is I’m not going to do that. addition to that, too. While it is a debtor- enforced as it is written, you’re 90% of the friendly decree, the very few cases that have way there from the lender’s perspective. So it’s just the opposite: now we have to actually gone before the tribunal that was provide some structure. Decree 57 was set up under Decree 57 — which have been AUDIENCE MEMBER: The regime is very debtor-friendly. It was exactly the right very small creditors, not lenders, but very the lender loses. thing to do in a crisis. I sit on a committee small creditors — have actually, most of with Abu Dhabi right now, thinking about them — perhaps all of them, at this point AUGUSTO SASSO: Just from a capital the commercial code. I would not, as a — gone against the debtor and in favor of markets perspective, prior to this whole practitioner that used Decree 57, I would the claimant. So, the tribunal is trying to event, there was kind of this belief that the not say that’s the right basis for a new com- do this in a very equitable and fair-handed sovereign would somehow step in and fix mercial code in the UAE. But elements of manner. all these problems, which was a completely it will get incorporated into the UAE code. naïve belief. AUDIENCE MEMBER: If we’re going So what you’re going to find, ultimately, to have a regime in which the large bank JACK FRIEDMAN: It was going to guar- the new commercial code will be some- losses are going to be covered by the gov- antee everything? where in between, call it, Decree 57 and ernment in some way, or some deals with maybe Chapter 11, but with the ability the government, then what incentive do AUGUSTO SASSO: Right. This was to have a little bit more of a scheme or they really have, ultimately, to change? The completely naïve, because if someone had arrangement-type angle, as well. But long- smaller banks are in a different realm alto- done the math they would have realized term, what’s clear is, we need something. gether anyhow, so it’s really a question of that there is not enough wealth in the Otherwise, there will be no lending. the larger banks’ lending policy. region to cover the debts. So it was a bad idea. For a while, banks said, “Okay, how JACK FRIEDMAN: I wrote a Law Review AUGUSTO SASSO: I’ll try to explain am I supposed to lend, because I don’t article which went through every case in to you what I mean. I do think that, at know what the regime is.” the 20th Century until the 1990s that least in the emerging markets, what we’re affected secured creditors in Chapter 11 seeing right now is banks are changing the Most companies and most banks have actu- bankruptcy cases. In the United States, way they lend in the emerging markets. ally pushed, and in fact, there was a decree secured creditors have incredibly powerful So, they’re lending less; they’re lending passed two weeks ago allowing all compa- rights. Are there security rights under this more on a secure basis as opposed to nies within Dubai access to what’s called new bankruptcy thing? That’s what the an unsecured basis. The unsecured bank the DIFC, the financial center, to settle banks really want to know! money market is gone and I don’t think it’s

going to come back ever in the Middle East on their halo that “one day I’ll pay it back.” WILLIAM URQUHART: I know that or in the emerging markets. Those days are gone. I don’t see those days we did consider the privacy issues, but coming back any time soon. I really don’t. frankly, there simply wasn’t enough time They’re lending less, lending on a secured I’ve seen situations where it would make to assess each of those. I don’t know how basis. There are loans, not to get specific, huge financial incentives for XYZ Bank many countries, but there were a lot and with banks that don’t even have agree- to do it, and they won’t do it. Which is, all their regulations, how that all applies. ments, literally don’t have paperwork. honestly, one of the problems emerging markets are going to have, because the large JACK FRIEDMAN: Let me thank the JACK FRIEDMAN: Now, or before? debt levels that are primarily bank-financed Panel. It’s just a part of my sense of humor, that are coming due over the next five years but I wanted to say that Bill Urquhart is AUGUSTO SASSO: Before. So that’s are not going to be refinanced at the same very valuable, because one of the things I not going to happen going forward. Now level. Even with the fees that could be made, got out of this program is that as soon as he you’re actually seeing some sense of disci- they’re just not going to be refinanced at the represents a litigant, everybody settles. So, pline in the system, if for no other reason same level. So it’s going to create problems. it’s a great reputation he has as a litigator. than, and maybe it’s personally motivated, It’s going to create problems going forward. they don’t want to have to write the loan I want to wind up with one quick thing. off in the first year of the loan being made, I agree with you, in the U.S. and in George used to be in the Lawyers’ and that may be the reason why they’re Europe, I’m not sure they’re going to Basketball League in New York. I asked doing it. It may be solely motivated by learn the lessons. I actually do think in the one of the lawyers here who was on a team a banker’s bonus, and I agree with you, emerging markets, and maybe it’s selfishly with him, “What position did he play?” there’s an inherent problem in the bank- motivated, they’ve learned a lot. He said he was the shooter. This is a new ing system in that you can take risks and position in basketball, and the Knicks or you can hand it up to someone else to AUDIENCE MEMBER: Are there data the Nets need a “shooter.” So he’ll be the actually write down, which is a great idea privacy or other issues in the context of generalist who runs around the court and for a panel one day and I’d love to be part putting together all the deals and litigation they just give him the ball and he’ll win of that, because I always love talking about globally? the game. what the banks are doing. GEORGE DALTON: You know, hon- GEORGE DALTON: My knees need to JACK FRIEDMAN: I’m running to our estly, we considered those issues; but be replaced first! office to get a letter out to you, inviting frankly, because of the number of coun- you to speak! tries that we were active in, we weren’t able JACK FRIEDMAN: It is important that to do an assessment of each and every one there are good people in companies like AUGUSTO SASSO: But I do think when of them. The problem was so overriding Dubai World who are doing conscien- it comes to the emerging markets, banks are that I don’t want to say we ignored it, but tious work, done in the right way. There taking a more cynical view than they ever we didn’t put it on a high-priority basis. is a human side to corporations. I want to have. So emerging markets, it used to be We did have most of the data within Dubai thank George and the other panelists for the royal family could just borrow money in any case. educating us and sharing their wisdom.

Augusto Sasso is a Managing Director Hughes Electronics. Mr. Sasso joined and Co-Head of Middle East and North Moelis & Company in July 2007 and has Africa (MENA) at Moelis & Company. Mr. advised on a broad range of restructurings, Sasso has extensive diversified investment mergers and acquisitions, joint venture banking and real estate experience with partnerships and equity and debt financ- Moelis & Company, Credit Suisse First ings and was honored as Investment Dealers’ Boston, Donaldson, Lufkin & Jenrette Digest’s 2009 “40 Under 40.” and Preservation Partners Development mainly focused on the Real Estate and Mr. Sasso holds a B.S. in Electrical Lodging, Gaming and Leisure industries. Engineering from the University of Previously, Mr. Sasso held various corpo- California at Los Angeles. He graduated Augusto Sasso rate finance and business development first in his class magna cum laude with an positions with Raytheon Company and M.B.A. from the University of Arizona. Managing Director

Moelis & Company Moelis & Company is a global investment Our diverse team of experienced and tal- bank that provides financial advisory, capi- ented professionals shares a singular focus tal raising and asset management services on our clients and our people. We measure to a broad client base including corpora- our performance not by short-term results tions, institutions and governments. but by the long-term success of our clients.

We offer a better way to support our clients by providing uncompromised advice and world-class solutions that create lasting relationships.

A. William Urquhart joined the firm in contract/misappropriation of trade 1988. He began his career at the New York secret matter before London Court of law firm of Cravath, Swaine & Moore. International Arbitration. Mr. Urquhart specializes in complex business litigation. These matters range from • On behalf of a global telecommunica- high-stakes IP litigation to class actions. He tions company, successfully resolved the has been named “One of California’s Most largest IP dispute in U.S. history, acting Successful Business Lawyers” by California as lead worldwide counsel in 18 separate Law Business, named “One of the Most litigations and three international arbitra- Influential Attorneys in California” by tions around the world. The Los Angeles Daily Journal, chosen as • On behalf of Dubai World, resolved one of the “Outstanding Trial Lawyers of dispute with joint venture partner MGM A. William Urquhart America,” by Chambers, U.S.A., chosen as over the funding of the CityCenter, one Partner a “Super Lawyer” by Los Angeles Magazine, of the largest privately funded projects in listed as one of the world’s leading litigators U.S. history. in the Euromoney Guide to the World’s Leading International Law Firms and a recommended • Advised Dubai World in connection with IP lawyer by Chambers Global. He has been the aftermath of the Emirate of Dubai’s called “exceptionally bright” by Chambers announcement that it would not guaran- Global; a “forceful trial lawyer” who “com- tee Dubai World’s debts. mands a strong reputation in the litigation arena” (Chambers USA) and a “litigation • On behalf of Superior National obtained celebrity” (Vault 100 Guide). a $137 million settlement from Health Net, on the eve of trial, arising out of Notable Representations alleged fraud in connection with the sale • On behalf of a leading mutual fund, of several insurance companies. obtained dismissal of class action alleg- • Obtained a $15 million settlement from ing client invested in illegal gambling a financial advisor in a fraud case even operations. though our client warranted it was not • Obtained a $100+ million award for relying upon the advisor’s opinion. an aerospace company in a breach of

Quinn Emanuel Urquhart over 600 lawyers in Los Angeles, New York, know that they are facing an adversary that & Sullivan, LLP San Francisco, Silicon Valley, Chicago, has the willingness and capability to see the Washington, D.C., Tokyo, London, matter through to verdict and to win. This Mannheim, and Moscow, we are the largest is a rare capability in the present business firm in the United States that only does litigation environment, in which jury trials Quinn Emanuel Urquhart & Sullivan, LLP business litigation. More to the point, we — and experienced trial lawyers — are rare. is a 600+ lawyer business litigation firm are the premier business trial firm; year in — the largest in the United States devoted and year out — no firm tries as many busi- The General Counsel of a well-known inter- solely to business litigation. Our lawyers ness cases to juries as we do. And, we do it net company recently told one of our part- have tried 1,516 cases and won 1,371, or successfully: we have won five nine-figure ners that he wanted to hire us because we over 90%. When we represent defendants, jury verdicts in the last ten years. We have our trial experience gets us better settle- also obtained eight nine-figure and five ten- “were responsible for making the business ments or defense verdicts. When represent- figure settlements. We achieved these results of litigation more competitive.” As he said, ing plaintiffs, our lawyers have won over $15 for plaintiffs even though most of our prac- we are the “hungry dogs.” This sentiment billion in judgments and settlements. tice is on the defense side. echoes The American Lawyer’s June 2006 feature article on our firm, “The Mighty Quinn Emanuel is the premier business Our reputation as trial lawyers is well known. Quinn,” in which we were described us as a litigation firm in the United States. With When we appear in a case, our opponents “litigation tour de force.”

Bryant Edwards is Chair of Latham Mr. Edward’s representative matters & Watkins’ Middle East Practice. Mr. include: Edwards has practiced law with the firm since 1981 and relocated to Dubai after • Representation of MB Holding in $320 eight years in the firm’s London office, million bond offering, the first conven- where he served as Chair of the Corporate tional high yield bond offering in the Department. He also previously served as Middle East. Chair of the Los Angeles Office Corporate Department. • Representation of the underwriters in the $200 million bond offering by His practice includes representation of com- Yüksel Înaat, the first high yield bond panies and investment banking firms in offering by a Turkish issuer. Bryant B. Edwards merger and acquisition transactions and in Partner public and private offerings of securities, • Representation of the Dubai Financial with a particular emphasis on issuances and Support Fund and the government of restructurings of debt securities. Mr. Edwards Dubai in the $30 billion restructuring has advised issuers and underwriting banks of Dubai World. in more than 100 bond offerings. • Representation of the bondholders in Mr. Edwards is a member of the Steering the $1 billion restructuring of Blue Committee of the Gulf Bond and Sukuk City Investments, an Omani real estate Association and is Chairman of its company. Regulatory Subcommittee. From 2004 through 2008, Mr. Edwards was Chairman • Representation of Investment Dar, a of the European High Yield Association. Kuwaiti investment company, in its $2 Mr. Edwards is mentioned as a leading billion debt restructuring. lawyer for high yield in Legal 500 UK 2007 and in the 2008 editions of IFLR and • Representation of Credit Suisse in con- Chambers, with Chambers citing that he is nection with the $10 billion investment “one of the very best in the business” and by Qatar Holding in Credit Suisse. an “absolute leader.”

Mitchell A. Seider is a partner in the New (unsecured creditors’ committee); Buffets York office of Latham & Watkins and is (senior secured lenders); Extended Stay global co-chair of the firm’s insolvency (senior secured lender); Dubai World practice. Mr. Seider focuses his practice (government of Dubai); Texas Rangers on business reorganizations and finan- (agent bank for senior lenders); Bosque cial restructurings. He regularly represents Power (agent bank for senior lenders) and secured lenders, bond holders, creditors’ Centaur Gaming (agent bank for first lien committees, and debtors in Chapter 11 lenders). cases and workouts. Select Publications Mr. Seider is recognized for his work in Contributing Author, Collier Compensa- corporate restructuring in Chambers, Legal Mitchell A. Seider tion, Employment and Appointment of 500 U.S. and other guides. Partner Trustees and Professionals in Bankruptcy Representative Matters Cases and Clients Author, “Financing the Debtors’ Busi- Among the recent major Chapter 11 and ness,” Collier Bankruptcy Practice Guide restructuring matters Mr. Seider has been involved in are: Bethlehem Steel (unsecured Author, “Getting Retained, Staying creditors’ committee); Adelphia Business Retained and Keeping the Money,” Journal Solutions (unsecured creditors’ commit- of Bankruptcy Law and Practice tee); Revlon Consumer Products (largest bond holder); Gate Gourmet (junior Co-Author, “What to Do When Your secured lenders); Meridian Automotive Company Becomes Insolvent,” The Corpo- Supply (senior secured lenders); Delphi rate Board

Latham & Watkins pro bono work both on a local and global Latham’s dedication to excellence extends scale. Latham’s success is grounded in to pro bono and public service. As a Signator Founded in 1934, Latham & Watkins the firm’s devotion to the collaborative to the Law Firm Pro Bono Challenge, the has grown into a full-service international process, which reaches across global offices firm has a longstanding commitment to powerhouse, with approximately 2,000 and practices and draws upon deep subject providing pro bono legal services, financial lawyers in 31 offices around the world. matter expertise, an abiding commitment support and volunteer time to charitable Latham’s founders instilled an ethic of to teamwork and a powerful tradition of organizations and to individuals most in hard work, commitment and quality that creative lawyering. need throughout the world. flourishes today and has nurtured the firm’s dramatic growth into one of the Latham’s practices are recognized as leaders In addition, the firm’s lawyers, para world’s premier business law firms. in the legal profession and are consistently legals and staff devote significant time ranked among the best transactional, con- to a diverse array of worthy causes. From With that growth, Latham has built inter- troversy and regulatory practices in leading firmwide projects that comprise multiple nationally recognized practices in a wide legal publications such as The American offices, to the individual contributions spectrum of transactional, controversy and Lawyer, mergermarket, Chambers and Asia of members of the Latham family, these regulatory areas. The firm has received Legal Business, earning praise worldwide for deeds impact the firm’s communities in praise for its innovative approach to law work on high-profile and groundbreaking enduring ways. firm management and commitment to deals and cases.