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 $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 $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 $4 billion of funded debt, preserved an unprecedented $2.4 billion in prepetition letters of credit, left trade claims unimpaired, and included a sale of McDermott’s Lummus technology business for $2.725 billion. McDermott emerged from Chapter 11 only five months after the petition date.
• 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 $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 $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 $6 billion of secured debt, eliminated approximately $3.5 billion of unsecured bond and contractual obligations, and facilitated a capital investment of more than $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 7 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 $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 $650 million in long term indebtedness in just 100 days. Atrium's plan of reorganization eliminated more than $400 million of indebtedness and provided for an equity infusion of approximately $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 $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 $1.4 billion in indebtedness following a heavily contested confirmation hearing and valuation dispute.

Out-of-Court Restructurings

• 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 $3 billion of indebtedness, including more than $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 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

• 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 $15.6 billion in assets and $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 $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 $2 billion in funded debt obligations, including three tranches of secured loans across its capital structure.

*The above matters were handled prior to joining Sidley.