Andrew Schoulder

Partner
Norton Rose Fulbright US LLP

New York
United States
T:+1 212 318 3030
New York
United States
T:+1 212 318 3030
Andrew Schoulder

Andrew Schoulder

vCard

Biography

Clients seek Andrew's guidance on the most sensitive issues because he invests the time to understand their business, industry, people and risk tolerances. By leveraging his multi-faceted know-how, boards and executive leadership of clients across several industries trust Andrew to provide strategic advice that balances commercial, financial and legal objectives on a broad range of matters. Andrew has led cross-disciplined teams in connection with acquisitions, dispositions, crisis management, high-stakes litigation, sensitive internal investigations for anti-bribery violations and other insider misconduct, litigious labor and employment disputes and remediation of SEC compliance violations.

Andrew has particular experience advising clients in connection with distressed or special situation acquisitions, both in-court and out-of-court, through asset and stock purchases and sales, restructurings and loan-to-own transactions. For these distressed situations, Andrew brings a unique perspective – he is transactions-focused, with the eye of a litigator. Through his years of leading special situations teams in distressed transactions, he leverages his multi-disciplinary experience to tactically position his clients to achieve their business and financial objectives. Andrew has navigated corporations, financial institutions and private investment funds through distress arising from non-performing assets, over-levered balance sheets, industry downturns, insider misconduct and litigious counter-parties. In each situation, boards and executive management teams rely on Andrew's creativity and practical approach to preserving and unlocking value in a way that achieves their financial and business objectives.

Additionally, Andrew counsels US corporations in their expansion into international markets, including Asia, Africa, Europe, the Middle East and South America. Andrew has particular experience in managing clients' legal, operational and compliance requirements throughout the Middle East, including Afghanistan, Iraq, Israel, Jordan, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates.

Andrew regularly advises clients in a broad spectrum of industries including food and agriculture, retail, apparel, aerospace and defense, manufacturing, oil and energy, shipping, technology and travel and entertainment.

Client testimonials

"I have worked with Andrew Schoulder for the last two years on two very large distressed agricultural loans—he acted as a true partner in these restructurings. Andrew is collaborative and forward-thinking in anticipating problems and resolving issues. I know that Andrew is thinking about our matters and developing strategies at all times. There is no weekend for Andrew and his response time is unparalleled. He is adept on how situations are likely to develop in the real world. Andrew is personable and he truly cares about his clients and achieving superior results."

- Senior restructuring and bankruptcy professional at a large international bank

"Andrew is our go-to, make-it-happen guy, who is a practical, commercial and trusted advisor who you know truly has your interests front and center every step of the way. He mobilizes the necessary resources and ensures tireless focus on the issues and takes on our concerns as his own. It's rare to find that in an advisor."

- Chief Strategy Officer for confidential client with 20+ years of experience as a former M&A practice leader of leading global law firms

"Andrew has become the bank's go-to law firm for workouts because he invests in the relationship and we view him and his team as our long-term partners. Whether it is a US$50 million or US$500 million deal, regardless of deal size we always receive the same level of responsiveness and expertise from Andrew and there is tremendous value to having that level of consistent dedication. Andrew is deal-oriented, so we know that his first priority is to either stabilize the credit or facilitate an exit where an in-court process is avoidable. However, even where chapter 11 or receivership becomes necessary, Andrew is super strategic – he is always thinking three steps ahead to anticipate the "what if's" and worst-case scenarios."

- Managing Director and Head of Turnaround with 20+ years of special assets experience for a global financial institution

"Andrew quarterbacked a globally visible matter to a very successful conclusion. He is a trusted, highly strategic advisor who can see beyond the immediate, with the ability to anticipate issues early on. He is very pragmatic, thinks outside the box and ensures the team is the best for the matter at hand. I know I can always get honest advice, that is with the best interests of the company at hand."

- Vice President, General Counsel of global performance footwear and apparel brand with 22+ years of experience

"We had announced the sale of our company to the market by year-end. The transaction was conditioned on the closure of a European facility, and prior counsel had lost the first fight with the Works Council and Unions. We knew the odds were not great with a now emboldened Works Council and Union. The clock was literally ticking on the deadline to announce the sale of our multi-billion dollar revenue-generating company. We parachuted Andrew into the situation because the stakes were now much higher. Andrew worked with our executive team, sales force, press team, HR, and other business units to control the narrative. He dissected the business, industry forecasts, our business model and global footprint. When we engaged with the Works Council, it was a fantastic game of chess. Andrew had anticipated every move three months in advance and was ready for every tactic. We knew the approach was not the traditional Works Council process, which is precisely why it was so effective and successful."

- General Counsel, Senior Vice President of leading global industrial company with over US$4 billion in revenue

"As an independent director of two companies (one of which is public) where Andrew is the relationship partner, I count on him to guide both boards to the right decision. For both companies, he guided us through a number of crises and kept everyone calm. With Andrew at the helm, I know I will get an honest answer and the best team."

- Independent director of NASDAQ-listed technology company, independent director of e-commerce company

"The board and senior management were out of options to address the liquidity crisis for the company. Between hostile lenders and shareholders, we simply could not obtain the consent to raise the emergency capital. We desperately needed an alternative path and Andrew delivered. Stated simply, Andrew structured the hell out of it – he found and pierced holes in the consent rights that no one knew existed and connected dots to permit the financing and preserve value. The non-consenting investors were well represented by reputable law firms and despite every threat to prevent the financing without their consent – not a single shot was ever fired. The structuring was that good."

- Chief Transformation Officer for confidential client with 20+ years of private investment experience


Professional experience

Expand all Collapse all

JD, magna cum laude, Brooklyn Law School, 2002

BA, Binghamton University, 1999

  • New York State Bar

Special situations

  • Represented a global lender to leading producers and agribusinesses, in connection with restructurings and other strategic transactions, including:
    • Restructured syndicated loans in the maximum aggregate principal amount of US$95 million to a consortium of dairy operators and cattle farmers in the United States with assets that included approximately 20,000 acres of ranchland and approximately 100,000 head of cattle.
    • Restructuring of a loan facility in excess of US$60 million to a consortium of dairy operators and cattle farmers with approximately 14,000 acres of ranch and farmland and over 50,000 head of cattle.
    • Restructuring of a loan facility for in excess of US$70 million to a food production company developing and operating indoor farms (controlled environment agriculture) for diversified production portfolio.
    • Creation of structure to facilitate cross-border acquisition financing for an iconic French winery.
  • Represented ad hoc group of noteholders holding in excess of US$500 million of debt in connection with developing and executing on alternative strategies in response to fraud perpetuated by real estate developer.
  • Lead counsel for Loot Crate, a subscription-based tech and popular culture goods supplier, in connection with the sale of substantially all assets through an expedited 40-day section 363 sale process in its chapter 11 cases.
  • Advise multi-national aerospace and defense company in connection with the negotiation and structuring of a complex joint venture vehicle to pursue and perform multiple high value US and foreign contracts.
  • Represented private equity fund in carve-out acquisition of strategic assets of a global supply chain management services company.
  • Represented secured lender in workout of secured loan to full-service, direct store delivery distributor of ice cream subject to involuntary chapter 7 petition filed by trade vendors.
  • Represented ad hoc noteholder group in their efforts to effect a spin-off acquisition of an oil and natural gas exploration company from an oil and natural gas development production company through their chapter 11 cases.
  • Represented the ad hoc group noteholders in the chapter 11 cases of an operator of oil tankers and oil tug-barges, including a US$2.35 billion bid to acquire the company through a back-stopped rights offering.
  • Advised commodity trading and food packaging company in several potential acquisitions of competitors through their respective chapter 11 cases.
  • Represented ad hoc group of bondholders in its bid in excess of US$2 billion to sponsor a plan of reorganization for an operator of oil tankers and oil tug-barges, including through a back-stopped rights offering, in its chapter 11 cases.
  • Represented private investment fund in connection with the provision of debtor in possession financing and potential acquisition of an American video game developer in the chapter 11 cases of this iconic brand.
  • Advised confidential foreign ship holding company in connection with divestiture of operating shipping subsidiary through debt-for-equity exchange involving US$35 million first lien credit facility.
  • Lead deal counsel for a manager of funds, trusts and foundations in connection with its efforts to effect a sale through its precedent setting chapter 11 cases.
  • Represented private equity fund in the divestiture of an aircraft maintenance company.
  • Represented private equity fund in its bid to be the stalking horse purchaser of substantially all of a party supply merchant's assets in a chapter 11 sale of the largest direct merchant of party supplies and crafts.
  • Represented publicly listed global travel agency group in its acquisition of a travel agency's group of companies.
  • Advised developer of detection and security solutions in a private equity raise.

 

Strategic advisor

  • Represented one of the world's largest providers of aerospace maintenance, repair and overhaul services, on complex transactions and joint ventures, strategic counseling with respect to litigation, M&A, disputes and compliance, and expansions into Asia, Africa, Europe, the Middle East and South America.
  • Represented leading disruptor in the insuretech industry in connection with all aspects of its legal and compliance needs, including M&A, finance, complex joint ventures, regulatory and compliance, licensing, litigation, tax and labor and employment.
  • Represented an industry leader in missionization, modernization and maintenance of aircraft and grounds systems by providing strategic, legal and operational advice in connection with international operations throughout Asia, Africa, Europe, the Middle East and South America.
  • Represented global performance footwear and apparel brand in successfully resolving globally visible high stake dispute without drawing unwanted media attention.
  • Represented medical device company with first to market technology in connection with all aspects of its legal needs, including M&A, corporate governance, debt and equity issuances, commercial contracts and tax.
  • Advised multi-national aerospace and defense company in connection with the negotiation and structuring of a complex joint venture vehicle to pursue and perform multiple high value US and foreign contracts.
  • Advised various companies across several industry sectors on agency issues and establishment of operating infrastructure throughout the Middle East, including Afghanistan, Iraq, Jordan, Kuwait, Qatar, Saudi Arabia and the UAE; throughout South America, particularly Brazil; throughout Asia, particularly, India, Indonesia, Japan and South Korea; and throughout Sub-Saharan Africa.
  • New York State Bar Association