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				Warner
				D.
				Michael

Member

TEL: 817-810-5265 / MOBILE: 817-832-5566 / FAX: 817-977-1611 / mwarner@coleschotz.comLegal Practice Assistant: Denise Mendoza TEL: 817-810-5263 dmendoza@coleschotz.com  

Michael Warner has a nationwide corporate restructuring practice which focuses on representing clients in reorganization cases, mergers and acquisitions, and out of court workouts. His education and experience as an accountant offers clients invaluable counsel in today's highly complex business environment. Mr. Warner’s experience in multiple fields provides his clients with vital advice and guidance to assist in both legal and business issues. Mr. Warner approaches client representation with business sense and an eye toward resolution and results rather than prolonged disputes and litigation. Mr. Warner has significant experience in the negotiation and structuring of complex business transactions. Mr. Warner has litigated significant issues in Bankruptcy Courts through the Country. Mr. Warner resides in Texas, and maintains offices in the Firm’s Texas offices (Fort Worth, Dallas and Houston).

In Mr. Warner’s 34 years of practice in the restructuring field he has and continues to regularly represent all constituents in insolvency matters, including debtors, secured and unsecured creditors, official creditors committees, trustees, bond and debt agents, and equity holders. Mr. Warner has unique skills and experiences in real estate restructuring transactions, debt financing and modification transactions, both in and out of court, the financial services industry, the oil and gas industry, the food industry and the steel industry.

Mr. Warner has also been appointed Examiner by Bankruptcy Courts and is currently the Liquidating Trustee under the Confirmed Plan of Liquidation for University General Health Systems, Inc. (Houston, TX).

A sampling of the matters Mr. Warner has recently handled and is currently handling, include:

On behalf of Debtors: Mr. Warner was employed as lead counsel, replacing then existing Debtor’s counsel, before the Bankruptcy Court, for a nationally flagged Fort Worth hotel, when the Debtor was about to lose its property to foreclosure by its secured creditor, owed in excess of $45 Million. Mr. Warner commenced litigation and undertook efforts to permit the sale of the hotel, which ultimately resulted in a 100% distribution to all creditors and a significant return to equity.

In a recent Debtor matter, Mr. Warner was lead insolvency counsel to alleged Debtors, in two companion involuntary cases, in the Bankruptcy Court, Northern District of Texas, in which in excess of 7 days of trial time was conducted by the Court.

On behalf of Creditors Committees: Mr. Warner has been lead counsel for multiple Official Creditors Committees throughout the Country in many diverse industries. Such cases have and currently include:

  • Neighbors Legacy Health - Houston, TX (Emergency Room Operations)
  • Westmoreland Coal - Houston, TX (Coal Producer) [Co-Counsel]
  • SeaDrill Limited – Houston, TX (Oil/Gas Drilling) [Co-counsel]
  • Energy and Exploration Partners - Fort Worth, TX (oil and gas production) [Co-Counsel]
  • Ignite Restaurant – Houston, TX (Restaurant Chain) [Co-Counsel]
  • Forest Park Medical Center at Fort Worth - Fort Worth, TX (Hospital/Medical) [Co-Counsel]
  • Monitor Company - Wilmington, DE (financial services company)
  • Brown Publishing - New York, NY (publishing and newspapers)
  • Delphi Corp. - New York, NY (auto parts manufacturer) [Co-Counsel]
  • Patriot Coal – New York, NY (coal mining operations) [conflicts counsel]
  • First Magnus Financial Corp. - Tucson, AZ (mortgage lender)
  • DLH Master Land Holding, LLC - Dallas, TX (commercial real estate developer)
  • OneTravel Holdings, Inc. - San Antonio, TX (internet-based travel business)
  • Creative Foods, LLC - Jonesboro, AR (manufacturer of private label foods)
  • Divine, Inc. - Boston, MA (software and information technology service provider)
  • Orion Refining, Corp. - Wilmington, DE (independent oil refiner)
  • Georgetown Steel Corp. - Columbia, SC (wire rod steel producer)
  • Tokheim Corp. - Wilmington, DE (gas pump equipment manufacturer)
  • Bayou Steel, Inc. - Dallas, TX (steel bar manufacturer)
  • Lucerne Products, Inc. - Akron, OH (electric switch manufacturer)
  • Jayhawk Acceptance Corp. - Dallas, TX (sub-prime auto lender)
  • Hiuka Steel Corp. - San Bernardino, CA (scrap steel consolidator)
  • Software, Etc. - Dallas, TX (owner/operator of 700+ retail software locations) [counsel to Official Equity Committee]

On behalf of Members of Creditors Committees: Mr. Warner is regularly retained to represent the interests of clients as members while serving on Official Creditors Committees and he sits side by side with the Committee-member business representative of the client in all Committee matters. Recently, Mr. Warner was counsel for members of Official Creditors Committees in these nationally recognized cases:

  • Vanguard Natural Resources – Houston, TX (Energy)
  • AMR Corporation (American Airlines) - New York, NY (Legacy airline carrier)
  • Northwest Airlines - New York, NY (Legacy airline carrier)
  • US Airways - Alexandria, VA (Airline carrier)
  • Bethlehem Steel - New York, NY (steel manufacturer)

On behalf of Financial Institutions, Commercial Lenders and Debt Agents: Mr. Warner regularly represents financial institutions, commercial lenders, equipment lessors, and agents representing lenders in various capacities. These matters generally focus on issues of valuation of collateral for debt obligations, negotiations and litigation regarding plans of reorganization, and recovery of collateral. By way of example Mr. Warner was counsel in the following recent matters:

  • Linn Energy – Houston, TX (E&P Company) co-counsel to the Agent for an unsecured debt in
  • excess of $3 Billion.
  • Energy 21 – Houston, TX (E&P Company) co-counsel to the Agent for an unsecured debt in excess of $1 Billion.
  • FRE Real Estate – Fort Worth, TX (Owner/operating of 700,000 square foot office towers) – represented the Agent for a secured $60 Million debt instrument held by various hedge funds – cash collateral use litigation and relief from stay litigation.
  • Triple T Coil Tubing – Laredo, TX (Oil & Gas Services – coil tubing and pumping equipment) – representing the lessor of the Debtors’ equipment, in lease termination litigation.

On behalf of Hedge Funds: Mr. Warner frequently represents nationally recognized hedge funds holding secured and unsecured debt, including bond and note debt, in their capacities as members of steering committees of such debt instruments, and as individual holders of the debt, at times taking positions distinct from that of other holders and, where appropriate, positions that may be in contrast to the position of an Agent that might otherwise represent all of the holders of the obligation. Such matters span many jurisdictions throughout the Country, and include addressing debtor in possession financing, cash collateral use, plan of reorganization and liquidation negotiations, asset liquidations, post-confirmation avoidance action litigation and fiduciary breach litigation. By way of example Mr. Warner is or was involved in the following matters:

  • Lake At Las Vegas – Las Vegas, NV (real estate developer) – representing the largest secured debt holder in pre and post confirmation litigation, including the $450 Million fraudulent transfer litigation in the United States District Court, District of Nevada.
  • Yellowstone Mountain Club – Billings, MT (resort developer) – represented various hedge funds holding in excess of $31 Million in secured debt.
  • Utah 7000, LLC (a/k/a Promontory Mountain Cub) – Salt Lake City, UT (resort developer) - represented various hedge funds holding approximately $90 Million in secured debt

Other Significant Matters: In the last few years Mr. has been appointed as Examiner by the Bankruptcy
Court in the following matters:

  • Stone Energy, Houston, TX (E&P Company) – represented all Senior Management, and the Chairman of the Board of Directors, in connection with the Chapter 11 case, including negotiations of severance, benefits and compensation issues.
  • Illinois Power Generating Company (GENCO), Houston, TX (Energy) – represented the Chief Restructuring Officer in connection with the Chapter 11 case, including compensation and retention issues.
  • ASARCO, Corpus Christi, TX (worldwide copper mine operations) – Mr. Warner was appointed to address the implementation of the Bankruptcy Court’s order approving the sale procedures for all of the estates’ assets, which was ultimately a $2+ Billion transaction. Due to significant disputes among various parties, including the Debtors, the Committee, the environmental claimants, the asbestos claimants, and the Debtors’ equity holder, the Court determined that the Examiner would oversee the implementation of the Court’s bid procedures, to assure that all interested parties were provided full access and ability to bid on substantially all of the estates’ assets.
  • Crayhon, Reno, NV, (drug developer) – Mr. Warner’s appointment required the use of his accounting skills to investigate various alleged wrongful insider transactions.

A native of Los Angeles, California, Mr. Warner graduated from California State University Northridge (B.S., accounting, 1981) and Southwestern University School of Law (J.D., 1984). He is licensed to practice law in California and Texas. Mr. Warner lives on a working horse and cattle ranch west of Fort Worth, Texas with his wife. Mr. Warner is a member of the Executive Committee of the Board of Directors, and the Audit and Long Range Planning Committees of the Fort Worth Stock Show and Rodeo.

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Education

Southwestern Law School, J.D., 1984

California State University - Northridge, B.S., Accounting, 1981

Bar & Court Admissions

California, 1984United States Supreme Court, 1988United States Court of Appeals, Ninth Circuit, 1989Texas, 1995United States Court of Appeals, Fifth Circuit, 1998

Chambers USA: America’s Leading Lawyers For Business, a well-respected legal directory, compiled based on in-depth interviews with key in-house counsel and private practice attorneys, ranks Mr. Warner and notes:

"Michael Warner of Fort Worth-based Cole, Schotz, Meisel, Forman & Leonard, P.A. is singled out for his bankruptcy litigation practice, frequently acting for creditor clients. Peers say he is a 'very fine courtroom lawyer,' while other sources note that he is 'client focused' and able to see things through a 'business lens.'"
2014 Edition

"Michael Warner enters the rankings as the head of Cole, Schotz, Meisel, Forman Leonard's bankruptcy offering in Fort Worth, where he focuses on reorganizations and out-of-court workouts. He has garnered considerable praise among sources for his 'ability to see beyond the legal issue and focus on the business issues.' He is "very effective and has a good working relationship with judges.'" 
2013 Edition

View Award Methodology

 

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