Christopher M. Winter

Representative Matters

Distressed Transactions, Restructuring and Bankruptcy

• Led team representing private equity fund in acquisition of oil and gas company out of chapter 11 bankruptcy proceeding in U.S. Bankruptcy Court in Mobile, Alabama. Negotiated and drafted plan terms under which client acted as plan sponsor and acquired 100 percent of equity interests in reorganized company; negotiated support of key creditor constituencies, including three prepetition secured lenders; organized acquisition structure, formed “newcos” and offering materials in connection with fund raising for plan sponsorship.

• Represented Alma Bank as prepetition secured lender in chapter 11 proceedings of Kafka Construction, Inc. Negotiated settlement of secured claims as part of a multi-party global settlement with non-debtor guarantors that permitted a consensual plan whereby the client received a significant cash payment and refinanced secured debt on non-debtor properties.

• Represented the assignee for the benefit of creditors of RUME, Inc. in Delaware in negotiations with secured lenders, documentation of assignment and the sale of substantially all assets to a third-party buyer.

• Represented secured lender in negotiating and documenting strict foreclosure of all assets of fashion and jewelry retail chain and sale of substantially all assets to third-party buyer.

• Represented iAnthus Capital Holdings, Inc. which owns, operates, and partners with regulated cannabis operations across the United States, as US Counsel for a comprehensive strategic review process culminating in a Restructuring Support Agreement with 100% of its Secured Lenders and over 91% of the Unsecured Debentureholders to effect a proposed recapitalization transaction, as well as provide Interim Financing of $14 million.

• Represented non-bank prepetition secured lender to Hooper Holmes, Inc. in prepetition workout and restructuring and as debtor-in-possession lender in Chapter 11 proceedings in the U.S. Bankruptcy Court for Southern District of New York that culminated with a sale of assets and repayment in full of prepetition and DIP obligations.

• Lead counsel to administrative and collateral agent for prepetition secured lenders and debtor-in-possession lenders in Chapter 11 bankruptcy of Global Cloud Exchange (GCX) in the U.S. Bankruptcy Court for the District of Delaware.

• Represented the administrative and collateral agent for debtor-in-possession lenders in Chapter 11 bankruptcy cases of Southcross Energy Partners, L.P., et al. in the U.S. Bankruptcy Court for the District of Delaware. 

Finance

• Represented a manufacturing and industrials company in connection with a credit facility that included a $53 million line of credit, and a separate $8 million term loan to purchase and renovate certain warehouse facilities.

• Represented the administrative and collateral agent on a $160 million senior secured term loan to Playboy Enterprises, Inc. following a SPAC transaction.

• Advised Global Net Lease Inc. (NYSE: GNL), a publicly traded real estate investment trust, on the U.S. law aspects of its £230 million syndicated loan from U.K.- based Lloyds Bank.

• Represented Hill International Inc., a global leader in managing construction risk, in a $165 million debt refinancing transaction.

• Represent private bank lenders in negotiating and documenting securities-based and other custom secured and unsecured loan transactions with high net worth individuals and affiliated companies and trusts, including recently an $87 million securities based loan and $40 million secured term and revolving loans to a high net-worth individual and a series of affiliated companies, and secured term and revolving loans to a high net-worth individual and a series of related revocable and irrevocable trusts..

• Represented lenders in custom loan transactions secured by exotic collateral, including private jets, mega yachts, polo fields and a minor league baseball team.

• Represented TILT Holdings, Inc. in the private placement of $35 million of senior secured notes and the restructuring of $36 million of junior obligations.

• Represented Republic Bank in its $8.9 million construction loan to Wilmington Culinary Hotel XLIV Owner LLC for the conversion of the historic former Security Trust and Safe Deposit building in Wilmington, Delaware into a culinary-focused boutique hotel, involving an opportunity fund investment along with state and federal historic tax credits.

Corporate

• Represented Hover Energy, LLC, manufacturer/distributor of the Wind-Powered Microgrid™, featuring wind and solar energy generation and storage, in connection with its acquisition of all issued and outstanding membership interests in GreanLife Solar, LLC, a commercial solar development company d/b/a Shine Development Partners, and a leader in the solar energy solutions industry.

• Represented Food Technology and Design, LLC dba FoodPharma LLC in its sale of a majority stake to New Harbor Capital.

• Represented AMREP Corporation in the sale of its distribution services business and its product packaging and fulfillment services business to a third-party strategic buyer.

• Represented an affiliate of Spain-based Eurostars parent Hotusa Group in its $37 million acquisition of Downtown Miami’s historic Eurostars Langford boutique hotel, providing advice on Delaware law to the worldwide chain of over 2,000 hotels.

• Regularly advise clients with respect to, and issue legal opinions under, Delaware law, including Delaware corporate and alternative-entity statutes and the Uniform Commercial Code.

Areas of Practice

• Commercial Finance
• Commercial and Corporate Transactions
• Corporate and Alternative Entity Law
• Business Restructuring and Bankruptcy

Admissions

• Delaware
• Pennsylvania
• U.S. District Court for the District of Delaware

Education

• Rutgers Law School, J.D., with honors, 2001
  - Articles Editor, Rutgers Law Journal
• Rutgers University, B.A., 1995

Experience

• Duane Morris LLP
  - Partner, 2010-present
  - Associate, 2003-2007; 2009
• Morgan, Lewis & Bockius
  - Corporate Associate, 2007-2009
• Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware
  - Associate, 2001-2003

Honors and Awards

• Listed in The Best Lawyers in America, 2023 and 2024
• Listed in Chambers USA: America's Leading Lawyers for Business, 2022-2024

Professional Activities

• Delaware State Bar Association
  - Section of Commercial Law
• American Bar Association
  - Section of Business Law

Selected Publications

• Quoted, "What Delaware's Legal Leaders are Focusing on in '23," Law360, January 3, 2023
• Quoted, "In Study of 2020 Bankruptcy Filings, Delaware Source of Chapter 11 Increase," Delaware Business Court Insider, December 8, 2020
• Author, "Ultra Petroleum Bankruptcy Court Allows Make-Whole Claim and Post-Petition Default Interest," Duane Morris Alert, November 9, 2020
• Featured, "Christopher Winter Moves Into Managing Partner Role at Duane Morris' Wilmington Office," Delaware Law Weekly, September 17, 2020
• Co-author, "CARES Act Impacts Banking and Finance Industry," Duane Morris Alert, March 30, 2020

• Author, "U.S. Corporate Borrowers May Now Be Able to Pledge 100 Percent of Stock in Foreign Subs Without Adverse Tax Consequences," Duane Morris Alert, July 1, 2019

• Co-Author, "Supreme Court Limits Safe Harbor; May Increase Challenges to LBOs in Chapter 11," Duane Morris Alert, March 5, 2018

• Co-author, "SCOTUS Prohibits Non-Consensual Structured Dismissals in Deviation of Bankruptcy Code Priority Scheme," Duane Morris Alert, March 29, 2017
• Contributor, Duane Morris Capital Markets Blog
• Contributor, Duane Morris Delaware Business Law Blog
• Co-author, "Business As Usual, Subject To Restrictions," Law 360, May 8, 2015
• "Secured Lender's Intent Irrelevant to Termination Statement's Effect," Delaware Business Court Insider, November 5, 2014
• Co-author, "Justice Hold Fee-Shifting Bylaw Not Per Se Invalid," Delaware Business Court Insider, May 21, 2014
• Co-author, "Chancery Interprets Bankruptcy Code to Find Jurisdiction Over IP," Delaware Business Court Insider, April 16, 2014
• Co-author, "Insider's Hurdles When Seeking Compensation for Services," Delaware Business Court Insider, December 25, 2013
• Co-author, "Supreme Court Lifts Buyback Injunction in Activism," Delaware Business Court Insider, November 27, 2013
• Co-author, "Chancery Court Limits Reach of Indemnification Provision," Delaware Business Court Insider, September 18, 2013
• Co-author, "WARN Act Claims Can Be Brought by Adversary Proceeding," Delaware Business Court Insider, July 17, 2013
• Co-author, "Lease Amendment Not Severable From Underlying Agreement," Delaware Business Court Insider, June 19, 2013
• Co-author, "'Make Whole' Payment Approved in School Specialty Case," Delaware Business Court Insider, May 15, 2013
• Co-author, "Bankruptcy Court Upholds Post-Petition Lockup Agreement, Confirms Plan in Indianapolis Downs," Delaware Business Court Insider, February 27, 2013
• Co-author, "Chancery Court, SEC to Weigh in on Public Disclosure of Corporate Political Giving," Delaware Business Court Insider, January 16, 2013
• Author, "Competing Tribune Bankruptcy Plans Rejected," Delaware Business Court Insider, November 30, 2011
• Co-author, "In Rejection of Alter Ego and Other Claims, a Significant Win for Secured Lenders," Delaware Business Court Insider, August 24, 2011
• "In Rejection of Alter Ego and Other Claims, a Significant Win for Secured Lenders," Delaware Business Court Insider, August 2011
• Co-author, "In Key Opinions, an Answer for Answer.com, and a Greenlight for a 'Make-Whole Premium'," Delaware Business Court Insider, May 4, 2011
• "Chancery Court Narrowly Interprets Bond Indenture Covenant," Delaware Business Court Insider, May 2011
• "Minority First Lien Lenders Rebuffed in Attempts to Hijack Bankruptcy Sales," American Bankruptcy Institute Journal, October 2009

Selected Speaking Engagements

• Moderator, "2024 Banking and Finance General Counsel Roundtable: Artificial Intelligence and Diversity, Equity & Inclusion," Duane Morris Webinar, February 28, 2024
• Presenter, "Cannabis 401: How to Prevent Your Cannabis Investment from Going Up in Smoke: Tips for Having a Successful Cannabis Workout," Duane Morris Cannabis Webinar Series, February 25, 2021

• Moderator, "2020 - The Year in Review from the Perspectives of Judges and Attorneys," Association of Insolvency and Restructuring Advisors ("AIRA") 19th Annual Advanced Restructuring and Plan of Reorganization Conference, November 16, 2020

• Speaker, "Lien On Me - Intercreditor Issues Today," Commercial Finance Association's 73rd Annual Convention, Chicago, November 9, 2017
• Speaker, "Legal Ethics," seminar, Wilmington, Delaware, December 2011
• Speaker, "Business Bankruptcy Law Update," seminar, Wilmington, Delaware, September 15, 2010