Anthony R. Grossi

Debtor Representations

• Intelsat S.A.: Represented Intelsat S.A. and certain of its affiliates in connection with their Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Intelsat had approximately US$14.7 billion in funded debt as of its Chapter 11 filing and operates the world’s largest satellite fleet and connectivity infrastructure, and provides diversified communication services to many of the world’s leading media companies, telecommunications operators, internet service providers, and the United States government and military. Intelsat filed with US$1 billion in committed DIP financing and will use Chapter 11 to restructure its balance sheet and maximize value through its strong operations and future growth plans, positioning the Company for long-term success.
• McDermott International, Inc.: Represented McDermott International, Inc. and 225 of its subsidiaries and affiliates, including 107 foreign-domiciled entities, in their prepackaged Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. McDermott is a premier, global upstream and downstream engineering, procurement, construction, and installation company and employs over 42,000 individuals across 54 countries and six continents. McDermott’s prepackaged Chapter 11 cases were confirmed in less than 60 days and contemplated a transaction that re-equitized the company, deleveraged over US$4 billion of funded debt, preserved an unprecedented US$2.4 billion in prepetition letters of credit, left trade claims unimpaired, and included a sale of McDermott’s Lummus technology business for US$2.725 billion. McDermott emerged from Chapter 11 only five months after the petition date.
• Reverse Mortgage Investment Trust Inc. (“RMIT”): Represented RMIT and certain of its subsidiaries in their Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the District of Delaware. RMIT was a leading fully integrated financing company that focused on the reverse mortgage industry, with a servicing portfolio of approximately US$25.57 billion as of October 31, 2022. With over US$1.4 billion in funded debt obligations, RMIT’s Chapter 11 cases were among the largest filed in 2022. As part of the transactions approved by the Bankruptcy Court, the Company’s sponsor and the official committee of unsecured creditors agreed to an innovative settlement whereby in exchange for an additional US$15 million in debtor-in-possession financing and the waiver of recovery as to certain claims, the sponsor and the Company’s directors and officers received broad mutual releases from the estate. Two months later, the Company’s fully consensual Chapter 11 plan was confirmed, and RMIT emerged from Chapter 11 one day later.  
• Modern Land (China) Co., Limited (“Modern Land”): Secured a ground-breaking order in the U.S. Bankruptcy Court for the Southern District of New York on behalf of Modern Land, an eco-friendly, green real estate developer in the People’s Republic of China, in the restructuring of its US$1.34 billion offshore dollar-denominated notes. The complex transaction was implemented through a scheme of arrangement in the Cayman Islands and parallel recognition proceedings under Chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In July 2022, the Court granted Chapter 15 recognition, and created two landmark rulings: the only opinion from a U.S. court conclusively stating a federal Chapter 15 order can discharge U.S. state law governed debt (and overruling a Hong Kong decision to the contrary); and clarification of what the Court requires of a scheme of an arrangement for Chapter 15 eligibility recognition – very important given the growing use of “light touch” schemes (rather than liquidations) to effectuate financial restructurings, and highly significant for offshore incorporated businesses seeking to launch schemes to restructure New York law-governed debt. Named the second-largest case by debt filed in the U.S. for Q2 2022 by Debtwire.
• AppHarvest, Inc.: Representing AppHarvest, Inc. and its subsidiaries in their pending Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Southern District of Texas. AppHarvest is a high-tech indoor farming company with over US$300 million in funded debt and lease obligations. The Company’s Chapter 11 plan is currently supported by a restructuring support agreement with its largest secured creditor (Equilibrium Capital) and a key distribution partner. The RSA contemplates an approximately 60-day sale process under section 363 of the Bankruptcy Code, whereunder the Company expects to transition AppHarvest’s existing operations to Equilibrium, the Company’s proposed stalking horse purchaser, or any alternative purchaser, subsequent to the ongoing marketing and sale process.
• Jones Energy Inc.: Represented Jones Energy Inc. and its affiliates in their prepackaged Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Jones Energy is an Austin, Texas-based independent oil and gas company engaged in the exploration, development, production, and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas that fully equitized over US$1 billion in funded debt and preferred equity obligations. Jones obtained confirmation of its uncontested plan just three weeks after filing.
• Seadrill Limited: Represented Seadrill Limited and certain of its direct and indirect subsidiaries in their multi-jurisdictional restructuring of approximately US$20 billion of contract and debt obligations. Seadrill is a leading global provider of offshore contract drilling services and employs nearly 4,000 individuals across 22 countries and five continents. Seadrill’s pre-arranged Chapter 11 cases, one of the largest filings in 2017 based on asset size, resulted in the re-profiling of approximately US$6 billion of secured debt, eliminated approximately US$3.5 billion of unsecured bond and contractual obligations, and facilitated a capital investment of more than US$1 billion. In the months preceding Chapter 11, Seadrill also consummated a series of ring-fencing transactions that successfully prevented its non-consolidated businesses from also having to commence Chapter 11 cases. Seadrill and its debtor subsidiaries confirmed their Chapter 11 plan with near-universal consensus in approximately seven months and emerged from Chapter 11 in less than 10 months.
• Answers Holdings, Inc.: Representing Answers Holdings, Inc. and certain of its subsidiaries in their prepackaged Chapter 11 cases. Answers is a leading global provider of high-quality internet content and cloud-based customer solutions, and operates as three principal business divisions: Multiply; ForeSee; and Webcollage. The Chapter 11 cases delevered the company by US$471.4 million representing over 86% of its funded debt obligations. As a result of forging consensus with approximately 90% of its creditors prior to the Chapter 11 cases, Answers’ Chapter 11 plan received unanimous support from its voting creditors and was confirmed in only 32 days.
• Atrium Corporation: Represented Atrium Corporation and 19 of its affiliates, the largest manufacturer and distributor of residential vinyl and aluminum windows and patio doors in North America, in its Chapter 11 case in the District of Delaware that restructured more than US$650 million in long-term indebtedness in just 100 days. Atrium’s plan of reorganization eliminated more than US$400 million of indebtedness and provided for an equity infusion of approximately US$170 million. Atrium employs more than 3,800 individuals and maintains 55 manufacturing and distribution centers located in 21 U.S. states and Canada.
• Bear Island Paper Company: Representation of the second-largest newsprint manufacturer in North America in its cross-border restructuring cases under Canada’s Companies’ Creditors Arrangement Act and Chapters 11 and 15 of the Bankruptcy Code.
• Citadel Broadcasting Corporation: Represented Citadel Broadcasting Corporation, the third-largest radio broadcaster in the United States, with 224 radio stations in the nation’s leading markets and the distributor of news and talk radio programming to more than 4,000 station affiliates, in its Chapter 11 cases in the Southern District of New York that successfully restructured over US$2.4 billion in indebtedness. Citadel’s Chapter 11 case, which was completed in just under six months, culminated in confirmation of a plan of reorganization that eliminated US$1.4 billion in indebtedness following a heavily contested confirmation hearing and valuation dispute.

Out-of-Court Restructurings

• U.S. TelePacific Holdings Corp. (“TPx”): Representing TPx, a privately held national provider of managed communication services to design and implement a bespoke transaction to provide an opportunity to raise new capital and fund the business for the long term. TPx is facing an impending liquidity shortfall, an unsustainable capital structure with over US$810 million of secured debt, and unfavorable market conditions with rising interest rates making it difficult to raise money. Led a cross-disciplinary team through negotiation with an ad hoc group of lenders and other stakeholders that culminated in a comprehensive restructuring transaction. The successful transaction enabled TPx to obtain commitments for US$85 million of new money, decreased go-forward interest payments, and the restructuring of US$810 million of first and second lien debt into new first, second, third, and fourth lien term loans. The complex transaction had the support of 50% of participating lenders acting as an ad hoc group, and closed with sufficient lender support after a robust marketing process to non-ad hoc group lenders. Instrumental in designing and guiding TPx through the process, including with respect to the impact on TPx’s day-to-day operations and its capital lease obligations.  
• Kerzner International Holdings Limited: Represented this leading international developer and operator of destination resorts, casinos, and luxury hotels in connection with its out-of-court restructuring of more than US$3 billion of indebtedness, including more than US$2.5 billion of indebtedness in a commercial mortgage-backed security structure. Kerzner’s flagship brand is Atlantis, which includes Atlantis, Paradise Island, in The Bahamas, as well as The Cove Atlantis and The Reef Atlantis in The Bahamas and Atlantis, The Palm, Dubai, a water-themed resort on The Palm, overlooking the Arabian sea and mainland Dubai. Under the One&Only brand, Kerzner also manages seven of the top-rated luxury resort properties in the world, located in The Bahamas, Mexico, Mauritius, the Maldives, South Africa, and Dubai. Additionally, the Mazagan Beach Resort, a 500-room destination casino resort in Morocco, is also operated by Kerzner.
• Leading wholesale automotive accessories distributor company: Represented a wholesale distributor and retailer of aftermarket automotive accessories and equipment with operations throughout the United States and Canada, in connection with a restructuring of its outstanding indebtedness. The company completed an out-of-court restructuring that reduced its debt through a simultaneous securities exchange offer, rights offering and prepackaged plan of reorganization, which included the negotiation of new secured revolver and term loan credit facilities, as well as a multimillion-dollar commitment to backstop the rights offering.
• Advised a respiratory care device developer and manufacturer on various strategic alternatives. Notwithstanding being hired to prepare the company for a Chapter 11 bankruptcy filing, negotiated and secured a novel and critical settlement agreement with a potential preference claim target. Then, navigated the company through a successful out-of-court merger acquisition by a strategic company.

Creditor Representations

• Finance of America Companies Inc. (FOA): Represented an ad hoc group of holders of Senior Notes due 2025 (the 2025 Unsecured Notes) of Finance of America Companies Inc. (FOA), in connection with a comprehensive support agreement, exchange offer, and consent solicitation by FOA.
• American Entertainment Properties Corp. (“AEP”): Representing AEP, an Icahn Enterprises, L.P. subsidiary in the Chapter 11 cases of AEP’s affiliate, Auto Plus, which included a DIP financing with a significant roll-up, and a mediated settlement with broad releases. Following mediation, secured a global settlement between AEP, the debtors, and the UCC that resolved numerous claims against various insiders of the debtors, including AEP, in its capacities as prepetition and debtor-in-possession lender to Auto Plus, Pep Boys and other Icahn-owned entities. The settlement was approved ahead of a Chapter 11 plan and in connection with the final DIP financing hearing early in the Chapter 11 case. The settlement allowed AEP’s prepetition debt of US$190 million to be “rolled up” into the AEP funded DIP loan of up to US$75 million in new money (with only US$17 million drawn), as well as granting AEP an unfettered right to “credit bid” its DIP and prepetition debt amounts. The DIP financing and the settlement created a path for the confirmation of a Chapter 11 plan in Auto Plus’ Chapter 11 cases.
• Rockley Photonics Holdings Limited (“Rockley”): Representing 100% of noteholders (the “Noteholders”) to Rockley in Rockley’s prepackaged plan of reorganization in Southern District of New York Bankruptcy Court and concurrent Cayman Islands restructuring officer (“RO”) regime proceeding. Rockley, a global medtech, completed a de-SPAC transaction in August 2021. Between May and October 2022, it issued a series of notes to the Noteholders. Facing continued liquidity needs, Rockley conducted a robust marketing process while dual-tracking restructuring negotiations with the Noteholders. Ultimately, Rockley and the Noteholders agreed on a debt-for-equity swap effectuated through the plan, and Rockley entered bankruptcy on January 23, 2023, with approximately US$120 million principal of notes outstanding. The Noteholders secured broad releases as part of consensual cash collateral use at the outset of the case, and pursuant to the plan. A group of public equity holders objected to Rockley’s proposed plan. Following a multi-day contested trial, the Bankruptcy Court confirmed the plan on March 10, 2023, and the company emerged from bankruptcy on March 14, 2023. The Noteholders provided an additional US$40 million of capital (debt and equity) on emergence. The concurrent Cayman proceeding was also successfully approved on March 10, and was the first use of the new RO regime.
• National restaurant franchisee: Representing a consortium of bidders, in their stalking horse bid to purchase certain assets of a national restaurant franchisee, and its debtor affiliates through a Chapter 11 sale under section 363 of the U.S. Bankruptcy Code. The restaurant franchisee, which operates more than 1,300 fast food restaurants across the United States, filed voluntary Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas in July 2020. Under the terms of the asset purchase agreement, which was approved by the Court in January 2021, the company consortium will acquire over 900 pizza restaurants, approximately half of its hamburger fast food locations, and substantially all of its shared services assets.
• Ally Financial Inc. and Ally Bank: Representing Ally Financial Inc. (“AFI”) and Ally Bank in connection with AFI’s mortgage subsidiary, Residential Capital, LLC’s, Chapter 11 bankruptcy cases, which include prepetition proposed settlements with multiple key stakeholders, in the Bankruptcy Court for the Southern District of New York. Residential Capital, LLC is the fifth-largest servicer of residential mortgage loans in the United States with more than US$15.6 billion in assets and US$15.2 billion of indebtedness. AFI is a leading, independent, globally diversified financial services firm with operations in 32 countries and assets in excess of US$180 billion. Ally Bank is an indirect wholly owned subsidiary of AFI and a leading franchise in the growing direct (online and telephonic) banking market.
• CGG S.A.: Representing an ad hoc committee of senior secured lenders to CGG S.A. and its subsidiaries (collectively, “CGG”) in connection with a prearranged restructuring through concurrent French sauvegarde, Chapter 15, and Chapter 11 proceedings. CGG is based in France and globally operates a geoscience services and equipment company supporting commercial oil and gas exploration and production. CGG’s prearranged restructuring will address its over US$2 billion in funded debt obligations, including three tranches of secured loans across its capital structure.

*Certain of the above matters were handled prior to joining Sidley.