Sonya L. Van de Graaff

Partner

London, 44 (207) 9204039

svandegraaff@mofo.com

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Education

Queensland Conservatorium of Music (Dip. Mus. A.Mus.A.)

Queensland University of Technology (LL.B.)

King's College, University of London (LL.M.)

Practices

Business Restructuring + Insolvency

Bar Admissions

England & Wales

Sonya Van de Graaff is a partner in the Business Restructuring & Insolvency Group of Morrison & Foerster’s London Office. Ms. Van de Graaff advises funds and other investors, whether individually or in ad hoc groups, involved in complex capital structures in cross border restructurings and also the UK market. In particular, she has experience in identifying and analysing distressed investment opportunities and developing innovative restructuring strategies. Amongst her expertise includes advising investors and shareholders in connection with financial institution restructurings, where government intervention (such as under the Bank Recovery and Resolution Directive) could result in disparate treatment or disenfranchisement of their investments. She has more than 19 years of experience in these markets, having led or been involved in a number of market-leading transactions requiring balancing the interests of various stakeholder groups. These include restructurings of structured credit transactions, bond restructurings, pre-packaged administrations, loan to own transactions, schemes of arrangement, credit institution restructurings and European aspects of Chapter 11 filings.

Prior to joining MoFo in 2016, Ms. Van de Graaff was a partner in the restructuring practice of another international law firm. She also spent several years at Bear Stearns where she advised the business in relation to their special situations, leverage finance and structured finance businesses.

In 2017, she participated in the United National Working Group V arm of UNCITRAL negotiations to develop a uniform insolvency law for the adoption of cross border insolvency legislation internationally.

She is an INSOL International Fellow (2017), graduated from the Queensland University of Technology with the University Medal and top of her class, earned a Masters of Law degree from King’s College at the University of London on a full Common wealth Scholarship. She is a member of the Council for the Insolvency Lawyers Association (UK) and a member of its technical working group. Ms. Van de Graaff has been ranked in Legal 500 and is known for her commercial pragmatism and technical acumen. She is licensed to practice in England and Australia.

Representative Matters:

Lehman Brothers International (Europe) (in administration) (‘LBIE’) - representing a significant senior creditor in connection with its claims in the ‘Waterfall’ applications in the English courts and Scheme of Arrangement. This matter involves the proper application of £7.5billion surplus funds in the LBIE estate.
Advising an investor of restructuring options and providing investment analysis relating to its convertible bonds in Steinhoff
Advising an investor on the recovery of its investment in Banco Popular following action taken by the Single Resolution Board under the Bank Recovery and Resolution Directive.
Advising a shareholder in connection with a pre-packaged administration of its subsidiary’s assets.
Advising a technology company in connection with cross-border insolvency issues arising in relation to its divestment of assets in anticipation of a CVA.
Cross border European insolvency advice for a U.S. credit institution - advising a U.S. credit institution in connection with English and European cross border insolvency matters involving its proposed sale and purchase of oil with a German oil refinery.
Investment advice regarding a Luxembourg securitization vehicle of U.S. residential mortgage loans held in a ‘smart lender’ vehicle - advising a major asset manager in connection with its proposed investment in units in a Luxembourg Securitization vehicle backed by U.S. residential mortgage loans.
European Oil & Gas restructuring advice - advising an oil and gas company in relation to restructuring options for its outstanding debt.
M&A settlement related advice - advising a fund in connection with its bid to acquire all the debt and equity in PHS (UK) (including analysis of shareholder rights and rights of first refusal) and title and settlement matters.
Representing a fund in the High Court and advising in relation to prime brokerage and client money claimants in LBIE.
Structured finance restructuring (Mortgage Funding 2008-1 PLC) - advising client in connection with restructuring its bond investment in the RMBS Mortgage Funding 2008-1 PLC (a Lehman originated transaction) transaction. This transaction was re-structured in two stages (involving re-tranching the classes of notes, auctioning the Issuer’s swap receivable, negotiating with rating agencies and obtaining a listing of the newly restructured vehicle). This transaction was nominated in the top 3 ‘innovative’ restructuring transactions.
Structured finance restructuring (Eurosail 2007 3-BL PLC) - advising a fund in connection with maximizing value from its ‘Residual’ class RMBS bond investment (Eurosail 2007 3-BL PLC). The matter involved strategies as regards an asset ‘stuck’ in the waterfall (as a result of Lehman’s insolvency).
Corporate credit restructuring advice -advising an ad hoc bondholder group in connection with protecting their (deeply subordinated) New York law PIK investment issued by a U.S. Company (itself a shareholder in an English limited company) and with a complex capital structure.
Re-financing in Dutch pre-pack - representing client in restructuring its investment in a Dutch education company going into Dutch pre-pack sale, including English law financing negotiations.
Sovereign related enforcement advice - advising a fund in connection with its proposed bond investment in English law bonds issued by a distressed Ukrainian utility company connected to the Ukrainian government (including enforcement strategies in various jurisdictions).
Sovereign related restructuring advice - advising a client in connection with protecting its English law bond investments in a distressed Bulgarian financial institution as regards proposed government intervention.
Credit institution restructuring advice - advising a fund in connection with its investment in assets owned by Banco Espirito Santo (at the time it was going through a good bank/bad bank nationalization).
NPL portfolio acquisition advice - advising in connection with clients’ acquisition of debt, equity and claims in a variety of distressed companies (involving both unsecured and secured situations (including real estate, IP rights, media licences, share pledges, inventory and receivable claims)).
Financial institution restructuring – representation of bondholders - representing ad hoc groups of bondholders (tier two and perpetual subordinated bondholders) and shareholders in a variety of the Irish bank reorganisations and coercive liability management exercises (including Bank of Ireland plc, Allied Irish Banks plc, Irish Life & Permanent plc).
Financial institution – state aid advice - assisting a fund protect its English law bond investments in the State Aided German banks: HSH Nordbank, Depfa and Bayerisch Landesbank.
Wind Hellas - advising the subordinated creditors bid to purchase the shares in Wind Hellas. Subsequently advising Wilmington Trust Company in their representation of disenfranchised EUR 1.3bn subordinated creditors following the prepack of Hell as II's assets.
Structured products – restructuring advice - representing bondholders in an action against the Issuer on the Anthracite series principal protected program of notes.
Representing ; a hedge fund client in& connection with a total return swap dispute referencing Page Jaunes with Barclays Bank plc.
Representation of senior creditors – Eurosail UK 2007 3-BL PLC RMBS - successfully representing bondholders in their actions to defend their investments in the £660m Eurosail UK-2007 3-BL PLC RMBS transaction (relating to whether an insolvency event of default had occurred, thereby triggering a pari passu payment event in the senior classes of Notes). This matter was successfully defended in the Supreme Court.
White Tower CMBS and Plantation Place CMBS – enforcement advice - advising a bondholder in relation to structured finance investments including Class A enforcement and restructuring issues in connection with White Tower CMBS portfolio and Enforcement issues in Plantation Place CMBS.
Representing an investor in connection with the restructuring of its off-shore oil and gas assets involving a reverse takeover consolidation and issue of convertible notes.

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