Bauer

Alison Bauer

Partner
Co-Chair, Bankruptcy & Restructuring Practice
New York

I advise clients in workouts, corporate restructurings and bankruptcy matters. 

Alison Bauer is a Co-Chair of Foley Hoag's Bankruptcy & Restructuring practice, where she focuses on U.S. and international business reorganizations, creditors’ rights, distressed acquisitions and financing in court proceedings and out-of-court workouts. Alison represents debtors and creditors in chapter 7, 11 and 15 cases.

Alison regularly advises pension funds, private equity groups and other financial services institutions in distressed investments across a variety of industries including life sciences, retail, energy, oil and gas, cannabis, manufacturing, automotive, shipping, mining, , real estate, financial services, technology, hospitality, video gaming and entertainment. She also advises traditional and non-traditional lenders including debtor-in-possession lenders, asset-based lenders, other institutional lenders, and agents of lenders. Alison negotiates on behalf of strategic purchasers and sellers in distressed mergers and acquisitions in and out of bankruptcy. She has acted for official committees of creditors and general unsecured creditors in an array of matters, including landlords, vendors, and defendants to preference and fraudulent conveyance actions.

Alison counsels clients on how to mitigate bankruptcy related risks in vendor agreements and intellectual property transactions. She also opines on non-consolidation and true sales.

Education

  • New York University School of Law, J.D., 1995
  • Brown University, B.A., 1992

Bar and Court Admissions

BAR ADMISSIONS
  • New York
COURT ADMISSIONS
  • U.S. District Court for the Southern District of New York
  • U.S. District Court for the Eastern District of New York

Experience

  • Providing the Federal Reserve Bank of Boston with workout and bankruptcy representation for the Main Street Lending Program (MSLP).
  • Represent The Brazilian Federal Government in the restructuring of aircraft loans and amended leases to Grupo Aeromexico, a Mexican airline that filed for bankruptcy in the Southern District of New York.
  • Represented Alexion Pharma International Operations Unlimited Company in its acquisition of assets representing the AntiEotaxin program of Immune Pharmaceuticals Inc. and its Israeli subsidiary, Immune Pharmaceutical Ltd., out of bankruptcy
  • Represented The ONE Group Hospitality, owners and licensors of the STK branded restaurants, in the acquisition of the assets of Kona Grill and its affiliates out of bankruptcy for $25 million in cash and the assumption of working capital liabilities of approximately $11 million
  • Successfully defended Brightwood Capital SBIC II, LP and Brightwood Capital Advisors, LLC in related fraudulent conveyance adversary proceedings filed in the United States Bankruptcy Court for the Northern District of Georgia (Atlanta Division) commenced by the Chapter 7 Trustees in two affiliated bankruptcy cases.
  • Represented Mill Road Capital, L.P., the pre-petition primary equity holder and co-sponsor of the confirmed, pre-packaged plan of reorganization of Rubio’s Restaurants, Inc., a Carlsbad, CA-based Mexican restaurant chain with approximately 170 restaurants in California, Arizona and Nevada.
  • Successfully defended The Cadillac Fairview Corporation Limited in bankruptcy court litigation against Adidas Canada in the case of In re Relay Opco LLC f/n/a Rockport Canada in a novel issue concerning the application of the statutory cap on lease claims under the Bankruptcy Code.
  • Represent an alternative asset manager focused on early and growth stage disruptive technologies with respect to portfolio companies that it manages. 
  • Represented a Canadian provincial pension fund in a workout of real estate debt of over $150 
  • Represented Ginkgo Bioworks, Inc. in a collaboration and license agreement with Biogen (Nasdaq: BIIB) to develop a next-generation recombinant adeno-associated virus (AAV) production platform.
  • Represented a law firm partner in his individual chapter 11 case
  • Represented The Children’s Place in its acquisition of the Gymboree® and Crazy 8® Brands through a Chapter 11 Section 363 auction
  • Represented Alamos Gold as a creditor in the chapter 11 case of Republic Metals Corporation, a metals refiner
  • Represented THQ Nordic in its acquisition of Kingdoms of Amalur: Reckoning, Copernicus and their related intellectual property from a Rhode Island receivership and other gaming software and IP, including the name THQ, in the seller’s bankruptcy case
  • Represented Nortel U.S. group of companies on all Canadian law matters relating to its cross-border restructuring proceedings under the CCAA and Chapter 11, the sales of its business and assets in a series of auctions, and the ground-breaking global settlement of a dispute over apportionment of more than US$7 billion of net sales proceeds
  • Represented Compass Partners in its acquisition of the intellectual property and other assets of The Big Apple Circus through a Chapter 11 bankruptcy auction, which won M&A Advisor's 12th Annual Turnaround Award 
  • Represented The Topps Company as a defendant in preference actions
  • Represented Ontario Power Generation Inc. as a party in interest in the Sun Edison cases
  • Represented New Flyer, a leading bus manufacturer, in the chapter 11 case of a propulsion system manufacturer and in out-of-court restructurings of automotive suppliers 
  • Represented PNC Bank in Troll Communications LLC's US$15 million secured credit facilities
  • Represented multiple Canadian pension plans in defense of allegations of constructive fraudulent conveyance under Tribune Company’s Chapter 11 plan of reorganization and in connection with Lyondell Chemical Company’s Chapter 11 bankruptcy case
  • Represented Carfinco Financial Group in its stalking horse bid to acquire all new ownership interests of Western Funding Incorporated and Global Track GPS, LLC, pursuant to their Chapter 11 plan of reorganization
  • Represented landlords in retail cases including Toys R US, Gymboree and Payless

PROFESSIONAL EXPERIENCE
  • Assistant adjunct professor with Harvey Miller and Michael Walsh at  New York University School of Law’s advanced bankruptcy seminar (1996-1998).

Publications

  • PPP Loans and Small Business Debtors in Bankruptcy (March 10, 2021)
  • Chapter 11 Debtors Gaining Momentum in Eligibility for PPP Loans (May 8, 2020)

Honors & Involvement

HONORS
  • Turnaround Atlas Awards’ Corporate Turnaround of the Year (Small Mid Market) for Mill Road Capital, L.P., Rubio’s Restaurants prepackaged restructuring (2021) 
  • Turnaround Atlas Awards’ Cross Border Turnaround of the Year (Large Mid Market) for Fairfax Financial’s acquisition of the Canadian assets of Torys “R” US (2019)
  • Turnaround Management Association’s Pro Bono Transaction Award for The Big Apple Circus Ltd. (2018)
  • M&A Advisor’s Consumer Discretionary Deal Of The Year ($10mm To $25mm) Award for the restructuring of The Big Apple Circus Ltd.

INVOLVEMENT
  • American Bankruptcy Institute
  • Turnaround Management Association
  • International Women’s Insolvency & Restructuring Confederation (IWIRC)
  • The Association of Commercial Finance Attorneys
  • NY State Bar Association
  • NYC Bar Association

Speaking Engagements

  • "Distressed M&A: Recent Trends & Issues," Association of Insolvency & Restructuring Advisors 38th Annual Bankruptcy & Restructuring Conference (June 2022) 
  • “Managing Credit in a Downturn,” SBIA: Lunch & Learn Webinar Series (September 2020)
  • “Getting Real,” Foley Hoag Video Podcast Series (May 2020)
  • “Distressed M&A in 2020,” New England M&A Forum (February 2020)
  • "Managing Credits through a Down Cycle,” SBIC Hot Topics (January 2020)