Mohsen Ghazi

Restructuring Matters (US/UK Debtor and Creditor Side Representations)

• Representing Ascena Retail Group, Inc. and its affiliates in their prearranged Chapter 11 cases in the U.S. Bankruptcy Court of the Eastern District of Virginia. Ascena is a leading specialty retailer for women and girls with a collective of seven brands, including Ann Taylor, LOFT, Lou & Grey, Lane Bryant, Cacique, Catherines, and Justice, and over 2,800 stores, approximately 37,000 employees, and $1.6 billion in funded debt. Ascena filed for Chapter 11 with a restructuring support agreement that equitized over $1 billion of prepetition term loans and includes $150 million in committed new money DIP-to-exit financing to fund the Debtors’ business in and upon emergence from Chapter 11.
• Represented Jason Industries, Inc. and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. Jason is a publicly-traded global industrial manufacturing company that provides mission critical components and manufacturing solutions—including brushes, polishing buffs, compounds, and seating products—to customers across a wide range of end markets, industries, and geographies. On June 24, 2020, Jason solicited and filed its prepackaged Chapter 11 cases with the support of over 87% of its first lien lenders under a restructuring support agreement. If approved, the prepackaged plan will deleverage Jason’s balance sheet by approximately $250 million and leave general unsecured claims unimpaired.
• Represented Solus Alternative Asset Management, a multibillion dollar distressed debt-focused investment manager, in the acquisition of substantially all of the assets of a certain portfolio company pursuant to Section 363 of the Bankruptcy Code.
• Represented Z Gallerie, LLC, a leading specialty retailer focused on fashion and art-conscious home décor with retail locations across the United States and a significant e-commerce platform, in its Chapter 11 case in Delaware.
• Represented Westmoreland Coal Company and certain of its affiliates (collectively, “Westmoreland”) in their Chapter 11 proceedings before the U.S. Bankruptcy Court for the Southern District of Texas. Westmoreland is the sixth largest North American coal producer, maintaining domestic coal operations in Montana, Wyoming, North Dakota, Texas, New Mexico, and Ohio, and Canadian coal operations in Alberta and Saskatchewan, and is headquartered in Englewood, Colorado. At the time the cases were filed, Westmoreland had funded debt obligations of approximately $1.4 billion. Westmoreland is pursuing a sale of its mining operations and commenced its Chapter 11 cases with a restructuring support agreement entered into with a substantial majority of its key lender constituents.
• Represented Cobalt International Energy, Inc., and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas. Cobalt is an independent offshore exploration and production company with significant assets in the deepwater U.S. Gulf of Mexico and offshore West Africa with approximately $2.8 billion of funded indebtedness.
• Represented Mission Coal Company, LLC and its affiliates in their Chapter 11 cases in the United States Bankruptcy Court for the Northern District of Alabama, and in the company’s successful pursuant to a plan of reorganization with the support of its DIP lenders.
• Represented Charming Charlie, a Houston based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products, in its Chapter 11 restructuring in the United States Bankruptcy Court for the District of Delaware. As of the Petition Date, the Company operates more than 375 stores in the United States and Canada. Charming Charlie entered into a restructuring support agreement with a majority of its term loan lenders and equity sponsors which provides for a comprehensive financial and operational restructuring that will significantly reduce the Company’s funded debt obligations and establish a sustainable capital structure.
• Represented Caesar’s Entertainment Operating Company in the restructuring of its approximately $18 billion of indebtedness and its efforts to restructure its operations utilizing a real estate investment trust to own the associated real estate assets.
• Represented KKR Credit Advisors (US) in its injection of €125 million of new capital into portfolio company Selecta Group BV (“Selecta”), as part of Selecta’s broader restructuring implemented under a UK scheme of arrangement.

Real Estate

• Represented StorageMart, the largest privately owned self-storage company in the world, in a buyout transaction involving a complex hybrid UpREIT/DownREIT structure, which included investors such as GIC, Singapore’s sovereign wealth fund, Bill Gates’ family office, Los Angeles Rams owner E. Stanley Kroenke, among other notable investors.
• Represented Principal Real Estate Investors in the structuring and formation of a bespoke real estate fund, which included one of the world’s largest sovereign wealth funds as an investor, and the origination of certain inbound real estate debt investments made with respect thereto.
• Drafted multiple legal opinions in connection with complex inbound tax structuring issues for multibillion dollar international investment fund clients.
• Represented multiple real estate fund sponsors in joint ventures to acquire and own opportunity zone property.

Biotechnology, Renewable Energy, and Software Matters

• Advised GTCR and its portfolio company, Maravai LifeSciences Holdings Inc., in connection with Maravai’s historic $1.6 billion initial public offering. Maravai, a global provider of life science reagents and services, developed groundbreaking CleanCap technology that is used in producing Pfizer’s COVID-19 vaccine. The Maravai IPO, which involved a complex Up-C transaction structure, was the second largest healthcare IPO and the sixth largest IPO across all sectors in 2020.
• Represented a subsidiary of Eli Lilly and Company (Lilly) in its out-licensing of a certain therapeutic asset to an early stage biotechnology company.
• Represented Phavaris, a clinical-stage biotechnology company focused on the development and commercialization of innovative therapies for rare diseases with significant unmet need, in its $100M initial public offering.
• Represented a private foundation in a complex arrangement to deliver PPE to healthcare providers during the onset of the COVID-19 pandemic.
• Advised Macquarie Infrastructure and Real Assets (MIRA) in its investment in Vivint Solar, Inc. (“Vivint Solar”), a leading solar panel consulting, designing and installation company. Vivint Solar was subsequently acquired for $3.2B by Sunrun Inc. (Nasdaq: RUN), a leading provider of residential solar, battery storage and energy services, in a transformative, consolidative transaction for the solar energy industry.
• Advised Oak Street Health, an innovative Chicago-based primary care delivery platform, in connection with its $328 million initial public offering and subsequent secondary offerings.
• Advised Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sectors, on its acquisition of a controlling interest in AxiomSL, a leading provider of cloud-enabled risk management and regulatory solutions for banking, investment management, broker dealers and commodity trading institutions.

Other Notable M&A and Investment Fund Formation Matters

• Represented notable private equity sponsors in numerous large-scale, tax-driven acquisitions, including GTCR, Bain, Wind Point Partners, among other investors.
• Assisted Summit Investors in the formation and structuring of a $4 billion tech-focused buyout fund.
• Represented BC Partners LLP a leading international private investment firm in its flagship European-focused private equity fund with a target aggregate commitment amount of nearly $10B.
• Represented HGGC, in numerous transactions, including:
  • its strategic investment in American Megatrends International
  • the merger of Survey Sampling International and Research Now
  • its acquisition of HelpSystems
  • its acquisition of RPX (NASDAQ: RPXC)
  • its acquisition of Nutraceutical (NASDAQ: NUTR)
• Restaurant Brands International Inc. (NYSE: QSR), a multinational fast-food holding company comprised of Burger King, Popeyes Louisiana Kitchen and Tim Hortons, in its $1.4 billion offering of second lien senior secured notes.