Duston K. McFaul

DUSTON MCFAUL advises clients through restructurings, deleveraging transactions, distressed investments, and contested proceedings. As the Texas practice leader of Sidley’s global Restructuring group, he manages teams to advise borrowers, lenders/creditors, sponsors, boards, and buyers in all aspects of Chapter 11 cases and deal strategies. In addition, Duston has prosecuted and defended a full array of cases based upon valuation, fraudulent transfer, rejection/assumption, conversion, cramdown, fiduciary duties, governance contests, and challenges to commercial transactions. He is licensed in both Texas and New York, and his practice has involved cases throughout most Circuit Courts in the U.S., as well as in the Virgin Islands and Puerto Rico.

Duston is routinely called upon by clients to handle their most complex matters. Virtually every legal ranking organization has identified Duston as a leading lawyer. He was selected as one of Turnarounds & Workouts’ “Outstanding Restructuring Lawyers” in 2021 (limited to only 15 professionals nationally). In the 2025 edition of the Global Restructuring Review, clients praised the team, noting: “Very much because of Sidley, the company was able to avoid using Chapter 11 and complete a highly complex restructuring involving the company, bondholders and regulators completely out of court. This was a huge political, economic and overall business win for all parties. Duston McFaul led a terrific team from Sidley. He was able to manage the board through difficult times and keep us all focused on the objective of an out-of-court three-way settlement. He also generated several creative solutions to several complex problems.” Other recognitions include the Legal 500 United States in the area of Corporate Restructuring (2013–2025), The Best Lawyers in America® in the categories of Bankruptcy and Creditor Debtor Rights (2010–2025) and Litigation – Bankruptcy (2011–2025), and Texas Super Lawyers (2013, 2017–2025). Highlighting his “reputation as a thoughtful and creative problem solver,” Chambers USA recognized Duston for his Bankruptcy/Restructuring Law practice in Texas (2013–2016, 2024–2025), and emphasized that he “is praised by clients for his great guidance and insights in negotiations,” is “valued by clients for his work ethic and excellent grasp of the financial aspects of situations,” and exhibits a “well-earned reputation as a strong presence in bankruptcy...” In the 2025 Chambers USA edition, sources noted that Duston “is an extremely strong business partner,” “has the ability to navigate complex challenges with innovative solutions and a strategic perspective,” and “has vast experience in public company bankruptcies and he is a pleasure to work with.”

Duston recently has been active in public matters involving companies, such as Conn’s HomePlus, Pine Gate Renewables, New Fortress Energy, OYA Renewables, Independence Contract Drilling, AES Puerto Rico, Eletson Holdings, Cox Operating, Vertex Energy, El Dorado, Hugoton, Mountain Express, Cogentrix, AppHarvest, Brazos Electric Power, Ursa Holdings, Limetree Bay Refinery, PREPA/Puerto Rico, Chesapeake Energy, Legacy Reserves, Echo Energy, Sanchez Energy, M&G Chemicals, Fieldwood Energy, Gavilan Resources, Kingfisher Midstream, EMAS Subsea, Preferred Sands, O’Benco Resources, Rex Energy, Beauty Brands, Bristow Group, Shoreline Energy, Southcross Holdings, Vanguard Resources, C&J Energy, Mossi & Ghisolfi, Ultra Petroleum, Miller Energy Resources, Linn/Berry Petroleum, Trinity River Resources, Reichmann Petroleum, Exploration Partners, CHC, Black Elk Resources, Buccaneer Resources, New Gulf, Richland Resources, Key Energy Services, and Hanjin Shipping, and he has also led scores of out-of-court complex restructuring and deleveraging transactions. As part of his pro bono practice, Duston has worked with the National Veterans Legal Services Program for over a decade.

Duston frequently speaks and writes on a range of topics. Presentations include those to private forums, as well as large audiences such as the National Petroleum Energy Credit Conference, the American Bankruptcy Institute, and Advanced Business Bankruptcy conferences. Duston also has provided extensive interviews relating to restructuring and the financial markets, including with publications such as The Wall Street Journal, Bloomberg, Law360, The Street, The Deal, Texas Lawbook, Dallas Business Journal, Houston Business Journal, and the Houston Chronicle.

The breadth of Duston’s practice is reflected by his involvement in the following sample of representations:

Debtors/Company

• Counsel Conn’s Inc., an iconic American appliance and furniture retailer throughout 16 states, and its 10 debtor affiliates, in its Chapter 11 proceedings, in SDTX, with a debtors’ Chapter 11 plan supported by all major creditors and fully effective in Q3 2025.
• Counsel Independence Contract Drilling Inc. (formerly NYSE: ICD) in its Chapter 11 and go-private proceedings with full consummation and efficient exit in less than two months, Q1 2025. (Received the “Energy & Services Restructuring of the Year” award at the 2025 Turnaround Atlas Awards).
• Counsel OYA Renewables and commercial solar development affiliates in their Chapter 11 proceedings; Chapter 11 Plan effective Q2 2025.
• Counseled AES Puerto Rico in a successful comprehensive company-side restructuring with rights offering, conversion of municipal debt to preferred, restructured bond terms, and restructured offtake terms with the commonwealth of Puerto Rico and approvals in coordination with four regulatory agencies.
• Counseled Colorado-based Ursa Piceance Holdings and affiliates in Chapter 11 proceedings with a toggle plan of reorganization for debt equitization and dual-track marketing process, with successful cramdown confirmation proceedings, midstream deal terms, and property-of-estate litigation.
• Counseled Legacy Reserves and affiliates in SDTX Chapter 11 proceedings with an approximate US$2 billion issued debt, massive deleveraging consummation, and successful emergence with equity rights offerings, prevailing over all UCC and third-party litigation. (Received the “Restructuring of the Year” award at the 2021 Turnaround Atlas Awards, which was “a literal bet-the-company win.”)
• Counseled a midcon refining, processing, and midstream operations company in out-of-court workout and recap.
• Represented a Texas-headquartered OFS provider and midstream affiliates in transactions culminating in global private take-outs of lenders and preferred holders, avoiding court proceedings.
• Counseled Trinity River Resources, in WDTX, in complex Chapter 11 proceedings, plan confirmation, relief for operations control, and successful closure of challenged sale transactions.
• Represented predominant gas producer E&P in private distress transactions leading to development JVs and complete balance sheet restructuring with a new sponsor, avoiding court proceedings.
• Served as part of the restructuring team leading to a pre-packaged Chapter 11 of Key Energy Services (confirmation and deleveraging of over US$1 billion debt within six weeks).
• Represented Energy XXI independents and post-emergence company with strategic alternatives and Cox Oil merger.
• Represented a publicly traded upstream producer in the successful recap and avoidance of Chapter 11 proceedings through a rare, distressed PIPE transaction with hardship exemption and global take-outs.
• Represented the Permian-based E&P discharging first lien and second lien lender groups in the out-of-court restructuring with affiliate and third-party transfer and contribution transactions.
• Represented midstream companies implementing strategy for long-term sustainability, restructured MVCs, and alternative restructuring transactions.
• Represented the debtors in a Chapter 11 bankruptcy case of Energy Partners, Ltd. in SDTX; the plan of reorganization, including an exchange of approximately US$5 billion in debt for equity, was confirmed within 90 days.
• Represented an OFS client in out-of-court ownership restructuring through marketed debt purchases staging planned take-out transactions.
• Represented Chapter 11 telecom service providers, VarTec, in NDTX, with annual revenues exceeding US$1 billion, including the contested rejection of more than 100,000 contracts and successful transactions over UCC litigation.
• Represented the debtors in the Chapter 11 bankruptcy case of Integrated Electrical Services, Inc. in NDTX; the pre-negotiated plan of reorganization based on a debt for equity exchange was confirmed within 75 days of case filing.
• Counseled the sponsor and ownership group of national retailer Beauty Brands in Delaware Chapter 11 bankruptcies and sale consummations.
• Assisted in onshore/offshore E&P with second lien debt for equity swap out-of-court transactions.
• Counseled the transition strategy and executions for My Fit Foods, national health-based eateries.

Fund and Investment Bank

• Representing the private fund lenders, a DIP lender, and a stalking horse for Pine Gate Renewables in SDTX.
• Represented 100% of the Class B Unit Holders in the Southcross Holdings Chapter 11 cases, including procuring a confidential settlement for clients to allow a pre-packaged plan of reorganization.
• Advised the Opco fund lenders related to the 2019 restructuring of Preferred Sands (US$1.4 billion debt) and creation of Signal Peak Silica.
• Counseled an ad hoc committee of the holders of over US$1.5 billion of notes in an ATP off-shore upstream Chapter 11 case in SDTX.
• Represented an ad hoc committee of noteholders in Tri-Union Chapter 11 complex bankruptcies, including numerous contested matters, dismissal of third-party lender liability claims against client, and plan acquisition of assets leading to a 380% return to clients.
• Represented the largest fund claimants of the off-shore publicly traded E&P Harvest/Saratoga as Chapter 11 debtors, including the prosecution of the multi-week valuation trial, as well as treatment litigation; achieved terms for plan of reorganization was supported by clients and confirmed.
• Represented two substantial bondholders of Vitro SAB and U.S. Subs in NDTX domestic proceedings, with litigated venue proceedings relating to Chapter 11 and 15 cases.
• Represented an investment bank as the underwriter and the holder of high-yield bond offering and terms with Chapter 11 California and Texas O&G debtors to provide exit financing under a plan of reorganization; was confirmed.
• Represented a preferred equity holder successfully obtaining sole debt distribution through Chapter 11 cases of upstream producer Cano Petroleum.

Commercial Lender

• Representing the RCF agent for New Fortress Energy and affiliates.
• Represented major revolver lender, LC, and a swap counter-party in Chapter 11 proceedings of Brazos Electric in SDTX.
• Represented the RBL agent, DIP agent and Exit agent (over US$5 billion of total credit facilities) in Chapter 11 proceedings of Chesapeake Energy and affiliates in SDTX.
• Represented the agent/lenders relating to M&G Chemicals plastics/desal support plant and Chapter 11 proceedings in Wilmington, Delaware, with full recovery to client and complete dismissal of claims against it.
• Represented the agent accomplishing prompt par recovery from junior creditors with California-based oil and gas producer Kern River Holdings, post-default out-of-court.
• Advised an agent bank in a Nevada power plant restructuring.
• Assisted the out-of-court acquisition by a lender of oil and gas assets and enterprise takeover of a major on-shore producer.
• Represented an agent bank for restructured credit facilities to a major producer, avoiding court proceedings.
• Represented an agent and senior banks in the Chapter 11 cases of Levelland Hockley County Ethanol, LLCand its affiliated ethanol refinery debtors, securing proceeds to the clients through a client-backed 363 auction and sale and successfully opposing a debtor-supported JV deal.
• Represented a successful DIP lender (overcoming objections and competitor-based attacks) to Seahawk Drilling as Chapter 11 debtor to accomplish the acquisition by Hercules Offshore.
• Counseled a 1L agent lender in the NBC/Austin Windbridge Chapter 11 proceedings, including successful trials leading to the clients’ prompt lifting of stays on multiple Chapter 11 project developments to allow client foreclosures, as well as defeating all of the debtors’ claims in subsequent injunctive trials.
• Represented a secured lender in Metals USA steel fabricator Chapter 11 bankruptcies in SDTX.
• Represented a lead lender, including for cash collateral order and client-driven sale process, with all proceeds to the client, in alloys manufacturer bankruptcy.

Acquisition

• Counseled client bidders in Chapter 11 bankruptcies, such as Cogentrix/Lincoln Power, Pine Gate, Cox Operating, Alpine Summit, Lilis Energy, Sears, Reagor Dykes, Fieldwood Energy, Alta Mesa/Kingfisher Midstream, Buccaneer Resources, and Delta Petroleum.
• Heavily negotiated a Delaware acquisition, on behalf of a private equity client, of a wholesale supply and hardware distribution enterprise via a client-backed Chapter 11 plan with the support of two official committees and both lender groups.
• Counseled the successful acquisition of gas-generating plants from affiliates of NRG arising from GenOn Chapter 11 proceedings.
• Counseled the US$1.7 billion successful consolidated acquisition of oil and gas assets relating to three separate Chapter 11 reorganizations.
• Assisted an LBO firm with a contested purchase in the Chapter 11 bankruptcy of assets of a major food conglomerate debtor with a successful closing for US$370 million.
• Assisted in the successful acquisition of a golf course, country club, and real estate development through a confirmed bankruptcy plan.

Bankruptcy Litigation – Debtor

• Managed the operatorship litigation and affiliate litigation for Chapter 11 debtors TRR, as company counsel, with a successful confirmation, as well as post-effective date recovery litigation.
• Headed the two-week valuation and plan contest trial on behalf of the debtors of Legacy Reserves, with all rulings favorable to client debtors.
• Led the priority litigation with RIO claimants in Ursa Resources Chapter 11 proceedings, resulting with favorable rulings for client debtors and in support of clients’ proposed plan and treatment, as well as appellate proceedings.
• Headed the litigation team for the debtors in EPL’s complex Chapter 11 public energy restructuring, including for valuation challenges and contest on feasibility; examined and presented all expert and lay witnesses throughout course of bankruptcy proceedings on behalf of debtors, successfully overcoming committee and party challenges and confirming client’s plan of reorganization.
• Led the planning, disclosure, and valuation litigation on behalf of debtors, IES, in the service roll-up Chapter 11 proceedings against claims and objections prosecuted by an official equity committee, and examinations of sponsors; client’s plan confirmed as proposed, and all objections/challenges defeated.
• Led the litigation on behalf of VarTec Chapter 11 debtors against an official committee, including the trial on multilevel marketing contracts and cross-examinations of chairperson; procured judgment fully in the client’s favor.
• Served as the bankruptcy and litigation counsel for TexCal Energy for operator adversary, claims litigation, plan implementation, and O&G accounting litigation, handling all witnesses and evidence.

Additional Bankruptcy Litigation

• Successfully represented major shareholders’ existing governance in a trial against UCC and UST attempting to supplant the board with a court-appointed trustee, and related proceedings, in SDNY, 2024.
• Served as the led lawyer in the successful defense of a major financial institution against bankruptcy claims of improper derivatives settlements, with ISDA intervening to support propriety of client terminations.
• Handled a federal trial in court over three months in an innovative communications Virgin Islands complex bankruptcy proceedings on behalf of a Chapter 11 trustee; prosecuted trials for insider fraudulent transfers, turnover, and trial on exemptions claimed by an international telecom mogul debtor; handled trial examinations of a target defendant CEO/chairman, experts, and insider witnesses; handled the bankruptcy court opinions in client trustee’s favor of detailed bad faith debtor conduct, intentional destruction of evidence, pervasive dishonesty, abuse of process, and in support of denial of all exemptions including those claimed on homestead estates and assets in Palm Beach, Florida, New York, and the Virgin Islands; handled the 727 discharge trial; handled the extended closing arguments for the highly contested sale of a mass communications enterprise.
• Served as the lead bankruptcy lawyer in successful defense of a major Japanese conglomerate against the lawsuit and fraud/fiduciary duty claims by a trustee in bankruptcy via a judicially mediated withdrawal.
• Served as the lead bankruptcy lawyer obtaining the successful emergency lifting of an automatic stay within eight days of a bankruptcy filing, enabling the trial in state court, and US$20 million fraud jury verdict for the client; and secured conversion and dismissal of the bankruptcies of the debtors.
• Led the valuation trial and related litigation in Lafayette, Louisiana on behalf of the secured creditor/lenders of an upstream producer, handled trial direct and cross-examinations of valuation experts, reserve engineer, investment bankers, and CFO.
• Served as the lead lawyer in the successful defense and resolution of fraudulent transfer and turnover claims against Australian energy concerns with international/foreign-owned crude E&P venture, Richland Resources, and domestic Chapter 11 proceedings in NDTX.
  Business Litigation
• Tried the multi-week arbitration arising from a power plant explosion to a three-member panel over several weeks in St. Louis under Federal Rules, resulting in a unanimous decision denying the plaintiff’s claims against the client, and winning judgment on the client’s counterclaim (recovered in full); handled the extensive technical examinations of four expert witnesses as well.
• Served as the lead Texas trial lawyer for lender plaintiffs in an adversary patents case, obtaining a trial verdict against the borrower and the debtor on all claims, including for torts and malicious acts, defamation, non-dischargeability of debts under eight separate grounds, and procuring injunction covering all of U.S. and Canada for 11 years; handled the extended closing arguments of trial.
• Represented a major bank in obtaining a dismissal at trial court of lender liability claims against the bank filed by plaintiff/corporate borrower; plaintiff appealed; handled oral appellate arguments; take-nothing judgment was affirmed.
• Served as the director/officer of the litigation on behalf of defendants in recent cases, such as Buccaneer Resources and Black Elk Resources (non-Platinum Partners officers) (each alleging damage claims over US$100 million).
• Served as the defense counsel for Ponzi fraud and security violation allegations by the trustee of Provident Resources seeking over US$400 million in damages against a major producer in NDTX.
• Served as part of a team in defense of litigation filed by a trustee asserting hundreds of millions of dollars of damages relating to pre- and post-merger allegations in the Friede Goldman Halter bankruptcy in Mississippi.
• Handled the litigation defense of a class action alleging silent data corruption against a major computer manufacturer.
• Handled the bench trial and successful removal of lis pendens to secure closing of a major project development transaction for a client.
• Represented Indianapolis Racing League team, Panther Racing, and its principals as defendants against business tort claims by their former team; summary judgment was granted dismissing damage claims against all defendants weeks before trial.
• Represented a steel corporation in the litigation defense of business tort claims by an industry competitor.

Creditor and Lessor

• Represented the operations and personnel affiliates of non-op Echo Energy with terms for pay-down of inter-company balances and deal for notes guarantee claims in SDTX.
• Represented Rockies Express Pipeline with substantial regulated claims in Linn/Berry Petroleum, Vanguard Natural Resources, and Ultra Petroleum (US$300+ million).
• Represented Crowley Maritime Corp., committee chair, with EMAS Chiyoda Subsea Chapter 11 reorganizations involving Subsea 7; relief/payment in full to client after litigated objections and contested proceedings.
• Represented the substantial maritime creditor interests in a publicly traded off-shore shipping Chapter 11, Trailer bridge, et al. filed in Florida, and related emergence transactions.
• Represented the major railway interests with Hanjin Shipping, South Korea, and domestic Chapter 11 cases.
• Represented a major party in chemicals and refinery Chapter 11 bankruptcies, Bigler, in successfully prosecuting sale objections leading to client Buckeye Resource’s receipt of a specially funded multimillion dollar court-approved payment and a full release from the lawsuit alleging disguised financing transaction and other claims.
• Represented the largest claim holder in the multibillion dollar Crescent Resources-related Chapter 11 bankruptcies, including with priority contest and ultimate unimpairment and flow through of substantial predecessor interests.
• Represented Marathon Oil in global geophysical Chapter 11 cases, including with the resolution outside of Chapter 11 of significant Kurdistani controversy.
• Served as lead bankruptcy lawyer for Eni Petroleum in the Panaco Chapter 11 reorganization, successfully contesting rejection of deep-water off-shore production, platform, and handling agreements.
• Represented the largest interest owner in Quicksilver Resources’ Chapter 11 case in Wilmington, Delaware, successfully obtaining payment in full after case commencement.
• Served as part of the team advising a significant party relating to Moscow-based Yukos Oil Chapter 11 bankruptcy and related matters.
• Represented The Museum of Fine Arts, Houston in cross-border insolvency proceedings with an international exhibitor (pro bono).
• Represented the high officer interests in the compelling arbitration and obtaining allowed administrative claims in the Sterling Chemicals bankruptcy.
• Represented the South American litigation and claim interests in the Tower Tech, Inc. bankruptcy in Oklahoma.

Committee and Trustee

Represented TRR Liquidating Trust and legal management of assets and administration.
• Represented the unsecured creditors committee composed primarily of international energy concerns in Gas Producers Liquids, Inc.’s Chapter 11 bankruptcy with, after objections to first plan, a committee-backed plan confirmed by court; recovered all pre-petition costs and fees entirely from estate with court approval.
• Represented a Chapter 11 trustee of a multinational media conglomerate debtor; largest Chapter 11 cases ever filed in the Virgin Islands.
• Represented Crowley Maritime Corporation as chair of UCC in the contested plan and claims litigation.
• Counseled Litigation Trust Committee of insolvent energy derivatives trading firm, including managing suits against traders and debtor counterparties, as well as the general counsel to the trust and administration with the plan trustee.

• Houston Food Bank, Stewardship Committee for Board (2025–present) (largest food bank in U.S.)
• National Veterans Legal Services Program (2015–present)
• Planning Committee for State Bar Bankruptcy Conference (2019, 2021, and 2022); Planning Committee for SDTX Bench-Bar Conference (2020–2022)
• Recognized as a “Life Fellow” by the Texas Bar Foundation (2007), Sustaining Life Fellow (2008), and Nominating Committee (2010–2016)
• Board of Directors, T.M.A.S.D. (2011–2021)
• Member: American Bankruptcy Institute; American Bar Association; Bankruptcy Section and Professionalism Committee, Houston Bar Association; State Bar of Texas Bankruptcy Pro Bono Committee; Duke Alumni Advisory Committee; Bar Association of the Fifth Federal Circuit; The College of the State Bar of Texas; Keeton Fellows Society; and HBF Fellow