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Simon A. Neilson-Clark

Partner

Simon Neilson-Clark practices law on national and international levels, with special focus on financial restructuring, insolvency and complex dispute resolution. With more than 20 years' experience in his field, Simon is recognized in Chambers and Partners and in Legal 500.

Based in the firm’s London office, Simon represents borrowers, lenders and insolvency practitioners/office holders in matters involving distressed real estate with complex international structures. In addition, he acts on behalf of debt and equity investors in transactions involving cross-border, leveraged and group structures. He also represents stakeholders in complex commercial disputes, including administration and fixed-charge receivership.

With significant experience dealing with legal matters on an international level, Simon has acted on behalf of a distressed group of companies with operations in Italy, Spain, France, Portugal, Holland, Germany, Ukraine and Russia. He cooperated with all of these jurisdictions in connection with an operational restructuring while also dealing with a financial restructuring in London. Over the course of his career, Simon has coordinated legal teams in most European jurisdictions. He also has advised directors of solvent, non-U.S. entities whose parent companies were going through bankruptcy in the United States, a complicated effort that required working with more than 40 jurisdictions.

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T: +44 20 7632 1725F: +44 20 7632 1638sneilson-clark@mcguirewoods.com11 Pilgrim Street
London EC4V 6RN
United Kingdom

Acting for the administrator of a the service company in serving the role of principal operator and employer of the subsidiary of a global financial services company in Europe. It faces a number of disputes concerning its rights as an unlimited contributory to other group companies, claims against other group companies, and a variety of employee- and pension-related matters. As this is one of the largest current global insolvencies, it demonstrates the level of esteem and trust with which Simon is regarded.

Advising fixed-charge receivers in the disposal of the European headquarters of a leading global investment banking, securities and investment management firm, which was the largest distressed real estate transaction at the time of closing. The transaction involved a complex “capital stack” and a BVI holding company. Through the use of interlinking international schemes of arrangement and the waterfall arrangements, realisations were increased by £12m ($18 m). The fixed-charge receiver was a representative of a professional services and investment management company, who sought separate legal advice from the lender. This case reflects Simon's ability to analyse a set of circumstances and provide a truly novel solution that resulted in a better realisation for the client.

Analyzing, over an initial period of 12 months, the complex intercreditor and majority lender consent rights among a number of lenders; one of these was a stakeholder in the mezzanine debt, while another was represented by a "bad bank." Various additional investments involved asymmetrical loss sharing. A second phase addressed an insolvent prepack of a high street retailer with 320 stores, 270 of which were transferred, along with 2,000 of the 2,500 employees. The administrators were representatives of one of the largest multinational professional services firms in the world, with whom Simon worked closely in the difficult planning and execution phase. This case shows Simon's ability to focus on a transaction and deliver the result anticipated by the clients over a sustained period of time, while also guiding the clients through numerous adverse trading reports, high-profile press leaks and high-pressure deadlines. The delivery requires a thorough and deep understanding of both the insolvency and restructuring spheres of operation.

Acting for a distressed group of companies with operations in Italy, Spain, France, Portugal, Holland, Germany, Ukraine and Russia. There was a need to deal with all of these jurisdictions in connection with operational restructuring, whilst dealing with financial restructuring in London. There was also the issue of a licence holder who was a U.S. citizen but resided in South Korea. The client was an interim manager who acted as chief turnaround officer. Simon had to coordinate a team in virtually every European jurisdiction and beyond. This demonstrates Simon’s finely honed skills in identifying work streams and ensuring they are sufficiently resourced to deliver a first-rate product.

Advising the directors of non-U.S. entities on their rights and duties as solvent entities without the protection of insolvency proceedings. This often had to be expressed in dealing with a U.S. parent that was the subject of Chapter 11. The transaction spanned a couple of years and proved his stamina and ability to manage the rest of his practice. The role required Simon to coordinate advice across more than 40 jurisdictions and to provide the directors with the reassurance they required at a critical time whilst seeking assurances on solvency from the U.S. parent.

Managing more than a thousand real estate units with values of over £300m ($450k) through a complex series of bilateral and syndicated structures for a multinational banking and financial services company headquartered in London. The situation grew yet more complicated when one syndicate member traded its debt to a fund who looked to liquidate its position. Through Simon's ability to analyse and understand the related rights, the fund was unable to achieve its objective, and his client gained a significant commercial advantage in negotiations.

Handling the sale of an office development with a leading global investment banking, securities and investment management firm as a tenant. The transaction involved a complicated JPUT structure and the increased realisations of £5m ($7.5m) through preservation of this structure. The client was a representative of a professional services and investment management company, as fixed-charge receiver appointed by a publicly held real estate trust. Simon again demonstrated his ability to adapt a structure to produce a novel solution for the client.

Managing the sale of £140m of a distressed business’s bank debt to a private equity investor. The matter was complicated by the cash cycle of the business, the trade-out of the debt by one of the parties partway through the transaction to a leading global investment banking, securities and investment management firm, and the structure of the transaction. The client was a syndicate of secured lenders. This case shows Simon's ability to hold a syndicate together over a sustained period whilst finding solutions to newly evolving situations.

Analyzing a fund's position in order to deal with the senior lender, management and a major retailer. The situation required raising a number of issues regarding management’s duties to negotiate a restructure of a business whose strategic value was essential to its retailer customer. Simon was able to deliver an astute analysis of the situation and conduct of the parties, which forced them to agree to a significantly enhanced position for his client.

Assisting with the restructuring of a manufacturing business, which involved the full use of the administration regime through a prepackage sale. There was a need to deal with ransom suppliers and ensure that the speed of the transaction prevented them from obtaining any advantage. The administrator was a representative of the fifth largest accountancy network in the world. The transaction enabled Simon to utilise his in-depth knowledge of the insolvency regime to preserve the business.