Restructuring Legal Services

The Department of the Treasury (Treasury) requires legal services, expertise, and guidance to help preserve its investment in one or more Troubled Assets Relief Program (TARP) fund recipients in distressed circumstances. The investments were made by Treasury under programs instituted pursuant to the Emergency Economic Stabilization Act of 2008 (EESA).

All legal documentation shall conform with EESA and related regulations, Treasury policy, and best practices. Specific work requirements will be defined in individual task orders. Because the Contractor will assist Treasury in responding to urgent economic circumstances, task orders are expected to involve extremely short deadlines.

Treasury anticipates that one or more tasks in the following subject areas will be awarded under this contract:

Area 1. Restructuring Transactions. The Contractor may be tasked to provide expertise and guidance with respect to the restructuring of TARP fund recipients in distressed circumstances. This may include recapitalization transactions involving exchanges of securities, amendments to the terms of investments, workout transactions, restructurings of businesses involving asset sales and other transactions. The Contractor may be tasked to negotiate the transactions and conduct the closing of such transactions.

Area 2. Advice Related to Distress Situations. The Contractor may be tasked to advise Treasury and the Department of Justice in its representation of Treasury in connection with Treasury's rights and options related to TARP fund recipients in distressed circumstances such as recipients at risk of defaulting or that have defaulted on their obligations. Advice may be required for issues related to reorganization, liquidation or similar proceedings involving TARP fund recipients. Work may include, but shall not be limited to, providing analysis of claims, risks and legal options including proceedings under the Bankruptcy Code, drafting briefings, motions and responses to be filed on behalf of Treasury in relation to any legal proceedings, assisting with such proceedings generally and other related matters. The Contractor also may be tasked to analyze assignments, sales and claims relating to such situations.

Area 3. Financings. The Contractor may be tasked to provide expertise and guidance in the structuring and drafting of financing transactions of distressed TARP fund recipients, including debtor-in-possession financing. The Contractor also may be tasked to negotiate the transactions, and conduct the closing of such transactions.

Area 4. Other Transactions. The Contractor may be tasked to provide expertise and guidance in the formulation of loans, equity investments, other direct or indirect investments and other credit support relating to TARP fund recipients in distressed circumstances. The Contractor would provide expertise and guidance in developing the form, structure, terms and conditions of such documentation. The Contractor also may be tasked to negotiate the transactions, and conduct the closing of such transactions.

Area 5. Disposition of Assets. The Contractor may be tasked to advise Treasury with respect to the disposition of assets in connection with Treasury's loans and investments relating to TARP fund recipients. The Contractor also may be tasked to negotiate the transactions relating to the disposition of such assets, and conduct the closing of such transactions.

Other Work. Treasury may also issue other task orders within the general scope of this contract. The specific services to be performed by the Contractor will be defined in individual task orders.