Carolyn J Johnsen

Carolyn J. Johnsen

Member

Ms. Johnsen's experience includes creating complex plans of reorganization for multi-million dollar companies in a wide-range of industries, including healthcare, mortgage lending, real estate, manufacturing, retail, refining, hospitality, aviation and energy-related.

Ms. Johnsen has advised private and public corporations in formulating and implementing managerial, personnel and operational structures. She has also guided numerous boards and senior managers in developing strategies and solutions for revising operations and restructuring debt to effectuate the emergence of a stronger business through bankruptcy, or to take advantage of acquisition and sale opportunities, including the application of bankruptcy procedures favorable to corporate securities regulation compliance. In addition, Ms. Johnsen has negotiated multiple multi-million dollar transactions with lenders, investment bankers and brokers, asset purchasers and sellers, and governmental agencies

Education & Credentials

Education

Texas A&M University

B.S., Wildlife and Fisheries Science, 1977

Texas Tech University School of Law

J.D., 1980

Norwich University

M.A., Military History, 2011

Bar Admission

  • Arizona
  • Texas

Acknowledgements

  • AV Preeminent Peer Review Rated
  • Selected Top 100 Lawyers in the State of Arizona, Arizona Business Magazine 2019
  • Best Lawyers in America for 2008-20; 50 Southwest Super Lawyers for 2007-2019
  • Selected Most Influential Women in Arizona, Arizona Business Magazine 2015
  • Top five finalist for the Arizona Woman Magazine’s Woman of the Year 2009 and Golden Heart of Business 2008
  • Top Ten Leading Lawyers in Arizona 2006
  • Best of the Bar-Arizona Business Journal 2003-05
  • Honorary Squadron Commander – Luke Air Force Base

Prominent Assignments

  • Represented Unsecured Creditors’ Committee for multi-million dollar airline parts manufacturing company with national and international distribution; successfully negotiated plan for survival of the company and payment to creditors; recognized nationally by Turnaround Management Association as Small Company Turnaround of the Year for 2018
  • Represented Unsecured Creditors’ Committee in successful reorganization of two hospitals; recognized nationally by Turnaround Management Association as Mid-Sized Company Turnaround of the year for 2017 and by the M&A Advisor for its Health Care/Life Sciences Deal of the Year for 2016
  • Served as lead counsel for Debtor company with a $1 billion commercial loan portfolio, 2400 investors, and multiple borrowers; responsible for revamping board and management; minimized and controlled litigation; resolved compliance issues with State Banking Department, SEC and State Attorney General; protected company’s position in six simultaneous multi-million dollar bankruptcies; stabilized company to permit a court and creditor approved plan of reorganization 
  • Continued representation of Arizona's largest utility company in bankruptcy matters guiding the Board of Directors and General Counsel in formulating and implementing policies and procedures and negotiating and finalizing multi-million dollar power agreements and plant sales 
  • Served as lead counsel to owner of national sports franchise in a Chapter 11 bankruptcy by the franchise; negotiated with national league, creditors and municipal stadium owner regarding competitive sale of franchise, player contracts, team assets, and assumption of stadium rights and contracts
  • Represented international, NASDAQ-traded software company in commercial bankruptcy matters, guiding General Counsel in formulating policies and procedures 
  • Represented Unsecured Creditors’ Committee successful reorganization of a publicly-held food manufacturing company with nationwide and international manufacturing facilities; negotiated full payment plan with return to shareholders
  • Represented Unsecured Creditors’ Committee in successful sale of publicly held company engaged in the international manufacturing of automobile chargers and related products

Professional Involvement

  • Selected one of 15 lawyers state-wide as a founding Master of the Arizona Bankruptcy Inn of Court 2011; served on Board of Directors 2012-13
  • Founder of Arizona's CARE (Credit Abuse Resistance Education) program in 2006 designed to teach high school and college students about financial responsibility; coordinated and led committee of lawyers and judges who taught over 1,000 students in numerous schools
  • Co-Chair 2007-2009 state-wide committee to raise funds to revitalize programs at the Sandra Day O'Connor School of Law in Justice O'Connor's honor; received School's Distinguished Achievement Award
  • Ninth Circuit Lawyer Representative to Circuit Judicial Conference 2003-05
  • Committee on Bankruptcy Self-Help Assistance – Court appointed member 2005-06
  • Bankruptcy Appellate Panel Rules Committee – Court appointed member 2001
  • Bankruptcy Court Mediator 2005-present
  • Turnaround Management Association Member 1998-present
  • American Bankruptcy Institute Member 1992-present
     

Community Involvement

Public for Profit Board Service 

  • Board of Directors, Valley Commerce Bank, nka Bank of Arizona, a publicly-held bank, from inception 1995 until sale in 2005
  • Member of Executive Committee, five years; guided Bank through expansion and structuring of sale
  • Chair of Audit Committee, one year; oversaw bank financial and corporate reporting
  • Chair of Strategic Planning Committee, three years; developed short and long-term plans for the Bank including ultimate sale with large investment return for shareholders

National and Community Non-Profit Board Service

  • Board of Directors, Smithsonian Libraries, the largest museum and research library system in the world 2014-present -- Vice Chair 2018-present; Chair year-long 50th Anniversary celebration in Washington D.C. 2018; Chair, Prospective Donor and Event Committee 2016-18
  • Co-Chair 2015-18 of the Alumnae of Direct Women, a national organization consisting of approximately 150 experienced lawyers who promote women in serving on corporate boards of directors 
  • Board of Directors, National Association of Women Business Owners, Arizona Chapter 1997- 2001; chief financial officer responsible for chapter finances and interaction with national organization; organized comprehensive financing seminar for women and bank representatives on obtaining credit
  • Co-chair Board of Directors, Arizona Council for Women, 1999-2001; led organization to coordinate efforts of women organizations representing over 84,000 women in Arizona and interaction with governmental agencies
  • Chair Board of Directors, Ballet Lubbock, Lubbock, Texas 1985-1987; stabilized floundering ballet company; developed comprehensive fund-raising plan and established new sources of revenue through touring; principal dancer with the company
 

 

Representations by Industry

Representation of companies and court-appointed committees of creditors that entails, 1) assessing the companies’ business, its industry position, and its operational, managerial, and financial structure and debt; 2) working closely with the board of directors and senior management to devise strategies for restructure, sale, purchase, or merger; and 3) developing creative plans to achieve the companies’ goals. Representations have included the following:

Health Care

  • Represented Debtor surgical hospital in successful reorganization with full payment to creditors and return to equity 
  • Represented Unsecured Creditors’ Committee in successful reorganization and merger of two hospitals 
  • Represented Unsecured Creditors’ Committee in hospital and related non-profit organization; orchestrated successful sale of hospital facilities and payment to creditors
  • Represented senior note holders in multi-million dollar heath care company with 33 affiliates
  • Represented Unsecured Creditors’ Committee in successful reorganization company with multiple MRI clinics and facilities
  • Represented Unsecured Creditors’ Committee and served as trustee in post-sale of assets for company with multiple sleep centers

Hospitality and Franchise 

  • Representation of national hotel franchisor in various bankruptcy and restructuring matters
  • Represented Debtor company in successful restructure of prominent Arizona resort hotel
  • Represented Debtor company in restructure of hotels in New York, Arizona and Missouri including re design of franchise agreements with national hotel chain
  • Represented Debtor company in restructure of 10 hotels in 5 states including compliance with governmental requirements
  • Represented interests of $125 million in bond debt of publicly-held franchisor and operator of 460 restaurants and specialty retail stores
  • Represented Unsecured Creditors’ Committee of operator of restaurants throughout the Southwestern United States; successfully negotiated plan for survival of the company and payment to creditors
  • Represented Unsecured Creditors’ Committee for state-wide franchisee of 39 fast food restaurants; successfully negotiated plan for survival of the company and payment to creditors

Manufacturing and Distribution

  • Represented Unsecured Creditors’ Committee for multi-million dollar automotive parts manufacturing company with nationwide distribution; successfully negotiated plan for survival of the company through revised operational structure and payment to creditors
  • Represented Unsecured Creditors’ Committee for multi-million dollar airline parts manufacturing company with national and international distribution; successfully negotiated plan for survival of the company and payment to creditors
  • Represented Unsecured Creditors’ Committee for national waste management company and prevented takeover and liquidation by secured creditor; successfully negotiated plan for survival of the company and payment to creditors
  • Represented Unsecured Creditors’ Committee for international manufacturer and distributor of beauty products; orchestrated sale of assets for the benefit of the company and its creditors
  • Represented Debtor company in successful reorganization of business of manufacturing refitted trucks 
  • Represented Debtor company in successful reorganization of business of remanufactured car engines
  • Represented Debtor company in reorganization of recycling metals
  • Represented Unsecured Creditors’ Committee in successful sale of assets of publicly-held international manufacturer of automobile chargers and related products
  • Represented Unsecured Creditors’ Committee in company engaged in manufacture and distribution of specialized furniture and home decor in multiple states

Aviation and High Tech

  • Represented Unsecured Creditors’ Committee in successful reorganization of national and international airline charter business
  • Represented Unsecured Creditors’ Committee for multi-million dollar airline parts manufacturing company with national and international distribution; successfully negotiated plan for survival of the company and payment to creditors
  • Represented largest creditor in national airline bankruptcy
  • Represented Unsecured Creditors’ Committee in publicly-held multi-million dollar international fiber-optic company; successfully negotiated plan for survival of the company and payment to creditors

Food and Agriculture

  • Represented Unsecured Creditors’ Committee in successful reorganization of publicly-held food manufacturer with nationwide and international manufacturing facilities
  • Represented Unsecured Creditors’ Committee in successful sale of hydroponic growing operation

Energy-Related

  • Represented Unsecured Creditors’ Committee in multi-million dollar national propane gas distributorship; prevented liquidation by secured creditor; successfully negotiated plan for survival of the company and payment to creditors
  • Represented public utility in bankruptcies involving solar energy and so-called "green" energy
  • Represented Debtor company that owned an oil refinery; prevented governmental takeover and orchestrated orderly and successful liquidation
  • Represented Unsecured Creditors’ Committee in oil and gas case involving operating and non-operating wells and assisted with liquidation
  • Represented Unsecured Creditors’ Committee in junior mining company; confirmed liquidating plan preserving assets and causes of action

Environmental-Related

  • Represented Debtor company that owned significant California real estate development project subject to Federal and State environmental regulations; effectuated successful workout
  • Represented Debtor company that owned significant Arizona real property subject to judgment by Federal environmental agency; developed successful plan to address environmental issues

Indian law-related

  • Represented in a Chapter 11 of Native American company a  large mortgage company that originated $10 million in loans to develop affordable housing for Native American families
    Sports
  • Represented owner of national sports franchise which filed Chapter 11; participated in intense negotiations and court proceedings with national league, creditors and municipal stadium owner

Real Estate 

  • Served as lead counsel for Debtor in one of the largest Chapter 11 bankruptcies filed in Arizona involving a $1 billion commercial loan portfolio; stabilized the company to permit a court and creditor approved plan of reorganization with a structured framework for investor recovery
  • Represented 10 Debtor entities with combined real estate assets of millions of dollars; successfully negotiated workout with major lender and orchestrated sale of principal interest
  • Represented Unsecured Creditors’ Committee in large home-builder case; orchestrated sale of assets and significant distribution to creditors in difficult economic market
  • Represented, led and guided multiple companies owning various commercial real estate projects or investments; successfully developed restructuring plans or sales through workouts or plans

Retail

  • Represented large multiple outlet Debtor furniture company in successful liquidation and payment to creditors
  • Represented Unsecured Creditors’ Committee in successful reorganization of pet care companies operating in four states

Court Admissions

  • United States Supreme Court
  • Ninth Circuit Court of Appeals
  • Bankruptcy Appellate Panel for the Ninth Circuit
  • Arizona District Court
  • Texas District Courts for the Northern and Southern Districts 

Publications/Presentations

Extensive writings and over 100 speaking presentations to educate clients, lawyers, accountants and corporate representatives on bankruptcy, restructuring, sales and acquisitions from a business perspective. Most recent:  

  • Author, Supreme Court Favors Trademark Licensees on Critical Bankruptcy Issues (Blog-July 2019)
  • Co-Author, Blessings in Disguise: Hidden Opportunities in Healthcare Bankruptcies --Healthcare Michigan (October 2018)
  • Panelist,  Top Supreme Court Cases of All Time --Arizona Federal Bar Association (February 2018) 
  • Presenter, Third-Party Releases in Bankruptcy, American Bankruptcy Institute (September 2016)
  • Presenter, The Ins and Outs of Bankruptcy from Both the Debtor and Creditor Perspectives, Association of Corporate Counsel, Arizona Chapter (March 2013)
  • Presenter/ Co-Author, Managing the Franchise Relationship through Franchisee Receivership and Bankruptcy, ABA National Forum on Franchising (August 2012)
  • Presenter/ Co-Author, Chapter 11 for Mom and Pop, State Bar of Arizona CLE by the Sea (July 2012)
  • Panelist, Hot Topics in Bankruptcy, State Bar Convention (June 2012)
  • Author, The Basic Ins and Outs of the Bankruptcy Arena for District Energy System Operators, District Energy Magazine, International District Energy Association (August 2010)
  • Panel Moderator, Bankruptcy Mediation: Why It Works and When to Use It, State Bar of Arizona Bankruptcy Section (May 2008)
  • Author, Bankruptcy As The New Beginning, The Phoenix Business Journal: State Bar Special Bankruptcy Section (October 2009)
  • Author, Mortgages Ltd.: Bankruptcy's Perfect Storm, Bankruptcy Litigation Reporter (September 2009)
  • Author, The Next Chapter? In Tough Times, Filing for Chapter 11 Can be a Viable Solution, Arizona Business Magazine (June 2009)
  • Moderator, Arizona Real Estate 2008: A Perfect Storm of Financial Disaster - Finding Your Life Vest or Raft and Learning to Ride the Waves, Turnaround Management Association, Arizona Chapter Meeting (November 2007)
  • Author, Why You Absolutely Need to Know Something About Bankruptcy: A Guide to the Bankruptcy Practice, Reference Guide (2003, revised 2007)
  • Author, The ‘B’ Word is Not So Bad! Using Bankruptcy as a Business Tool, Arizona Journal of Real Estate & Business (June 2006)
  • Presenter, The War of the Worlds, Bankruptcy Versus . . ., American Bar Association Forum on Franchising (October 2005)
  • Presenter, Bankruptcy Abuse and Consumer Protection Act, State Bar Seminar (September 2005)
  • Presenter, The ‘B’ Word is Still Not So Bad! Golf & Resort Development (August 2004 and 2005)
  • Author, Restructuring, Sales, Financing, Acquisitions, Gold Mountain Resort Development (August 2005)
  • Presenter, Bankruptcy Ethics, State Bar Convention (annual presentation June 2002-2006) 
  • Author, When is Receiving a ‘Preference’ a Bad Thing? High Profile Arizona (February 2005) 
  • Presenter, Bankruptcy, Federal District Court Conference (annual 2002-2005)
  • Presenter, Trustees, Conference of Chief Bankruptcy Judges (December 2004)
  • Presenter, Bankruptcy Litigation & Practice, PESI Continuing Education (annual 1992-2006

Non-legal Publication

  • Oh, What to Eat--Quick Comfort Foods for Super Busy People – Cookbook, national distribution
     
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