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MoFo Advises KLDiscovery Debenture Holders in Deleveraging Transaction

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Morrison Foerster advised an ad hoc group of convertible debenture holders of KLDiscovery, a leading global provider of...

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Morrison Foerster advised an ad hoc group of convertible debenture holders of KLDiscovery, a leading global provider of electronic discovery, information governance, and data recovery technology solutions, in a transformative deleveraging transaction involving the ad hoc group, as well as KLDiscovery’s term loan lenders, revolving credit facility lender, and largest shareholder. In connection with the transaction, the ad hoc group exchanged $266 million of convertible debentures for approximately 96% of KLDiscovery’s outstanding common equity and the Company’s term loan maturity was extended to August 2027.The MoFo team was led by New York corporate partners Mitchell Presser, James Newton, Aly El Hamamsy, Gary Lee and John Owen, and Boston corporate partner Leo Martin, with New York corporate associates Sean Daly, Vonnie Lam, and Mohammed Alismail.Read the <a href="https://investors.kldiscovery.com/news/news-details/2024/KLDiscovery-Closes-Transaction-to-Significantly-Strengthen-Long-Term-Financial-Foundation-and-Support-Continued-Growth/default.aspx" target="_blank">press release</a>.

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Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As co-chair of the firm’s Band 1 global Food + Agriculture Industry practice, and member of the firm’s global Sustainability + Corporate Responsibility steering committee, as well as the Private Equity Investments + Buyouts and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing with $6.5 billion assets under management, Mitchell has his unique insights shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

Mitchell Presser

Partner

James Newton is a partner in Morrison & Foerster's Business Restructuring + Insolvency Group. James advises companies, boards of directors, investors, lenders, and other stakeholders across the full range of restructuring, special situations, and distressed financing matters—both in and out of court, and in the corporate and municipal contexts.James works on financial distress from every vantage point. He counsels companies and their directors on restructuring alternatives, liability management, balance-sheet recapitalizations, and the fiduciary and governance questions that arise during periods of liquidity stress, and he represents investors, lenders, committees, and other parties in interest in developing creative solutions to help their borrowers navigate those same situations.His experience spans out-of-court workouts and exchange offers, prepackaged and traditional chapter 11 cases, distressed acquisitions and financings, and complex sovereign and municipal restructurings.James received his J.D. and M.B.A. from Temple University, his LL.M. in bankruptcy law from St. John’s University, and a B.S.B.A. in finance from the University of Florida.<h4>Liability Management and Other Out-of-Court Workout, Financing, and Distressed M&A Matters</h4><ul><li>Ad Hoc Group of KLDiscovery Convertible Noteholders Advised an ad hoc group of convertible debenture holders through an out-of-court restructuring, resulting in an exchange of approximately $266 million (100%) of KLDiscovery Inc.’s issued and outstanding debentures for approximately 96% of the company’s common equity.</li><li>Diversified Healthcare Trust Refinancing Transaction Represented initial purchasers in a $941 million Rule 144A offering of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Puerto Rico Infrastructure Financing Authority Represented alternative asset managers in connection with an out-of-court workout of “double-dip” bonds issued by the Puerto Rico Infrastructure Financing Authority and guaranteed by the Commonwealth of Puerto Rico.</li><li>Ad Hoc Group of Puerto Rico Ports Authority Bondholders Represented two separate ad hoc groups of Puerto Rico Ports Authority bondholders in connection with restructuring over $190 million in funded debt obligations owed by the Puerto Rico Ports Authority. The initial restructuring transaction became one of the first successful restructuring efforts under the newly enacted Puerto Rico Oversight, Management, and Economic Stability Act.</li><li>Ad Hoc Group of Education Management Corporation Lenders Represented an ad hoc group of term and revolving lenders to Education Management Corporation in connection with negotiation and implementation of a strict foreclosure on their collateral and subsequent efforts to monetize that collateral.</li><li>Ad Hoc Group of Dream Center Education Holdings Term Lenders Represented an ad hoc group of term lenders to Dream Center Education Holdings in connection with Dream Center’s distressed spinoff of two not-for-profit education systems to new ownership and the simultaneous restructuring of existing debt facilities.</li><li>PREPA Administrative Expense Financing Advised leading alternative asset manager in connection with a bespoke transaction involving the purchase of the “first dollars” recovered on account of a $390 million administrative expense claim asserted by Cobra Acquisitions LLC against the Puerto Rico Electric Power Authority (PREPA).</li><li>Aircraft Financing Workout Led efforts to acquire and work out a loan secured by multiple aircraft and engines operated by a U.S. airline. </li></ul><h4>In-Court Restructuring Matters</h4><ul><li>In re Synthego Corporation Representing sole prepetition secured lender, debtor-in-possession lender, and stalking horse bidder in the chapter 11 case of Synthego Corporation.</li><li>In re Village Roadshow Entertainment Group Advising holders of senior secured notes in connection with chapter 11 cases by Village Roadshow Entertainment Group (BVI) Limited and its affiliated debtors, including in connection with structuring and implementation of bespoke debtor-in-possession financing to bridge to a sale of the debtors’ film library.</li><li>In re Silvergate Capital Corp. Representing global institutional alternative asset management firm in connection with multiple claims in the chapter 11 cases of Silvergate Capital Corp. and its affiliated Debtors, including in connection with its holdings of over 95% of the debtors’ Junior Subordinated Notes due 2031.</li><li>In re JER Investors Trust Inc. Advised global institutional alternative asset management firm in connection with bankruptcy of JER Investors Trust Inc., a real estate investment trust that managed a portfolio of commercial real estate mortgage and other assets, in connection with the restructuring of the company’s Junior Subordinated Notes, including challenges to REIT management agreement termination fee.</li><li>Ad Hoc Group of Constitutional Debtholders Represented an ad hoc group of holders of bonds issued by the Commonwealth of Puerto Rico and certain of its instrumentalities in connection with Puerto Rico’s efforts to improve its fiscal situation and, ultimately, in connection with the restructuring of their debt under the Puerto Rico Oversight, Management, and Economic Stability Act and related Commonwealth laws.</li><li>Ad Hoc Group of PBA Funds Represented an ad hoc group of holders of bonds issued by the Puerto Rico Public Buildings Authority (PBA) advancing “double-dip” claims against the PBA and the Commonwealth of Puerto Rico, including pursuit of litigation seeking administrative expense claims for lease rental payments owed to the PBA. The PBA Funds’ efforts led to a significant increase in the price of PBA bonds and established an administrative expense claim that ultimately served as the centerpiece of a plan of adjustment for both the PBA and the Commonwealth of Puerto Rico.</li></ul>

James Newton

Aly El Hamamsy is a corporate partner in the firm’s New York office.Aly has nearly 20 years of experience advising on complex transactions including public and private acquisitions and divestitures, restructurings, joint ventures, corporate governance, and hostile takeovers. He has extensive experience in a variety of industries, including private equity, financial services, asset management, healthcare, technology, energy, and consumer goods. His transactional practice encompasses both U.S. domestic and cross-border M&A and joint ventures.Prior to joining Morrison & Foerster, Aly was a partner at another international law firm, where he advised on M&A transactions. He also previously acted as managing director of the National Basketball Association (NBA) for the Middle East Region, where he led the NBA’s operations in 11 countries for five different business lines and brand extensions.Aly earned his J.D. from Columbia University School of Law, where he was a James Kent Scholar. He earned his Bachelor of Engineering (Electrical) from McGill University. He is fluent in French and Arabic, and conversational in Italian.<h4>Representative Experience</h4><ul><li>Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN). The combined company will have an implied pro forma equity market value of approximately $777 million at closing.</li><li>A diversified international markets infrastructure business in its US$27 billion acquisition of one of the world’s largest providers of financial markets data and infrastructure.</li><li>A multinational automotive parts manufacturing company in its acquisition of a leading global materials science and manufacturing expert’s anti-vibration systems business.</li><li>A multinational investment bank and financial services company in the sale of its alternative fund businesses to a global provider of fund administration services and a San Francisco-based private equity firm.</li><li>A German chemical company and the largest chemical producer in the world in its €5.9 billion acquisition of significant components of a multinational pharmaceutical and life sciences company’s seed and non-selective herbicide businesses.</li><li>The independent directors of the board of directors of an American cable television provider in connection with its separation from a French multinational telecommunications corporation.</li><li>A U.S. mining company, a wholly owned subsidiary of a global Belgian material solutions company, on its merger with a U.S. industrial sand company.</li><li>A financial services firm focused on the legal market on its US$160 million acquisition of the parent company of a litigation finance and asset management firm, combining the two largest litigation finance players in the world.</li><li>An American pharmaceutical company on its US$2.5 billion proposed inversion combination with a subsidiary of an Irish pharmaceutical company, and its US$15.6 billion acquisition by a Canadian pharmaceutical company.</li><li>A multinational commodity trading company on its acquisition of a global financial services company’s physical energy and commodities business.</li><li>A Spanish multinational financial services company on its US$1.9 billion acquisition of a U.S. bank.</li><li>An American multinational investment bank and financial services corporation on its sale of a majority stake in a retail broker to an American multinational investment bank and financial services company.</li><li>A British multinational universal bank on the sale of its U.S. power and natural gas commodities trading assets to a leading global bank’s energy division.</li></ul>

Aly El Hamamsy

Gary advises clients on restructuring and insolvency matters in the United States, United Kingdom, continental Europe, and Asia.Gary represents debtors and creditors in domestic and cross-border restructuring and liquidation proceedings. He has represented an ad hoc group of holders of “Constitutional Debt” issued or guaranteed by the Commonwealth of Puerto Rico, and has acted as lead counsel to Residential Capital and its subsidiaries in their chapter 11 cases. He has been heavily involved in the implementation of foreign liquidations and schemes of arrangement in the United States and closely involved with issues arising under chapter 15 of the U.S. Bankruptcy Code. Notably, Gary represented two of the largest Icelandic banks in their restructuring proceedings in Iceland. He has also acted as counsel to the acquirer — in and out of chapter 11 — in several major international asset purchases of mining, smelting, and oil and gas operations.He is a fellow of the American Bar Association and former co-chair of the Transnational Bankruptcy Committee of the International Insolvency Institute. Additionally, Gary is a former member of the City Bar’s Insurance Law Committee and former co-chair of its Insolvency Committee.Gary is listed as a leading lawyer for Bankruptcy & Restructuring in Chambers Global and Chambers USA, where he is described as “an outstanding strategic thinker and a great presenter in court.”

Gary Lee

John is a Capital Markets, Public Company Advisory & Governance, and Special Situations partner with more than 25 years of experience advising issuers, underwriters, and other market participants in a wide range of equity and debt financing transactions. He has significant experience advising on initial public and follow-on equity offerings, high yield and investment grade debt offerings, and private placements. John also regularly advises on structuring and executing cross border financing, liability management, and special situation transactions, having advised on matters involving a wide range of jurisdictions, including China, Hong Kong, Japan, France, India, Indonesia, Israel, Singapore, Taiwan and the United Kingdom.  John has worked with a wide variety of companies across many industries, including consumer products, technology, life sciences, energy, telecommunications, and financial services. He has advised on transactions for issuers as diversified as Arm Holdings, Riot Platforms, RH (formerly Restoration Hardware), PepsiCo, Monster Beverage, Omnicom, Tate & Lyle, and Vonage.  In addition to routinely advising issuers, investors, and other market participants on the structuring and execution of debt capital markets transactions, John also frequently collaborates with cross-practice teams to advise on and structure in-court and out-of-court restructuring and other liability management transactions. John has completed coursework at the University of Cambridge on sustainable finance and serves on the firm’s ESG steering committee. He also co-leads the MoFo Proud Affinity Network and serves on the firm’s New York hiring committee. John has regularly been recognized as an IFLR1000 notable practitioner and by The Legal 500 for his work on capital markets transactions.<h4>Representative Experience</h4><h5>Capital Raising Transactions</h5><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li>Riot Platforms, Inc., a leading Bitcoin-driven infrastructure platform, on its $594 million offering of 0.75% convertible senior notes due 2030</li><li>Sprint Corp. in connection with its $1.0 billion guaranteed notes offering</li><li>Celadon Partners as lead investor in a $47.6 million PIPE investment in Nasdaq-listed Senti Biosciences, Inc.</li><li>Vonage in its $300 million convertible note offering</li><li>RH’s issuance of $300 million in aggregate principal amount of convertible notes</li><li>FTI Consulting in its $316.25 million convertible note offering</li><li>Lodha Developers, a leading developer of luxury real estate in India, in its $200 million secured bond offering by its UK subsidiary</li><li>Counsel to A Paradise Acquisition Corp. on its $200 million IPO</li></ul><h5>Special Situations and M&A Transactions</h5><ul><li>SoftBank Group’s refinancing of $530 million of outstanding debt of Better Home & Finance Holding Co., together with a new investment in $155 million of secured debt issued by Better.</li><li>SoftBank Group’s investment in 6% senior notes issued by Fair Technologies</li><li>Counsel to an institutional senior secured noteholder in connection with an out-of-court exchange offer and recapitalization transaction by Associated Materials</li><li>Counsel to an ad hoc group of former noteholders in connection with the proposed initial public offering of Southeastern Grocers, following its chapter 11 bankruptcy</li><li>Counsel to the ad hoc group of senior secured noteholders, in the chapter 11 cases of EP Energy</li><li>Counsel to the ad hoc group of first lien noteholders, as noteholders and backstop DIP lenders, in the chapter 11 bankruptcy of Sanchez Energy</li><li>Sprint in connection with its $1.7 billion tender offers for 9.000% Guaranteed Notes and 8.375% Notes</li></ul>

John Owen

Leo Martin is a corporate partner in the Transactions Department and the Mergers + Acquisitions Group, based in the firm’s Boston and New York offices.His practice focuses on advising public and private companies in complex corporate transactions, including domestic and cross-border M&A, carve-out transactions, venture investments, and joint ventures. He regularly represents private equity sponsors and clients in a range of industries, including technology, food + agriculture, financial services, manufacturing, and consumer products.Leo earned his J.D. from Fordham University School of Law and his B.A. from Columbia College at Columbia University. Prior to joining the firm’s Boston office, Leo spent a number of years in Morrison Foerster’s Tokyo office, where he worked on a variety of cross-border M&A transactions.

Leo Martin

Mohammed Alismail is a Corporate associate in the New York office of Morrison Foerster.Mohammed’s practice focuses on advising on a range of corporate matters, including public and private M&A, private equity transactions, and general corporate and securities matters.Prior to joining MoFo, Mohammed spent nearly two years at the Saudi office of another international law firm, where he advised on domestic and inbound M&A transactions, as well as general corporate, securities and antitrust matters.Mohammed received his LL.B. from the University of Reading (UK) and his LL.M. from the NYU School of Law. Mohammed is a native Arabic speaker.

Mohammed Alismail

Associate

Tammy Davies is a partner in Morrison Foerster’s New York office and member of the firm’s Finance Group.Specializing in bespoke and complex credit arrangements, Tammy represents alternative lenders and private credit funds in a wide range of middle market financings and special situations, including acquisition financing, opportunistic credit solutions, asset-based lending, junior capital and second lien facilities, bifurcated unitranche facilities, structured financial arrangements, and other unique financing strategies. Tammy is regularly sought out by clients for her practical, commercial approach to intercreditor negotiations and her fluency in cross-border collateral frameworks. She has extensive experience in domestic and cross-border transactions across a variety of industries, including technology, healthcare, retail, media, gaming, pharmaceuticals, manufacturing, and financial services. Tammy was recognized as an industry leader in the 2025 Leaders in Credit and Debt Finance Report by Kayo, and brings a wealth of experience from her previous role in another global law firm’s alternative lender and private credit practice, as well as its special situations group.She holds a B.S. in economics with honors from the University of South Carolina and graduated cum laude with a J.D. from Wake Forest University School of Law.Active in the legal community, Tammy is a member of the American Bar Association and the Asian American Bar Association of New York.

Tammy Davies

Michael Vernace is a partner in Morrison Foerster’s San Francisco office and member of the firm’s Finance and Private Equity Investments + Buyouts Groups.Mike’s practice focuses on supporting sponsor-borrowers along with additional lender-side representations and borrower-side bankruptcy remote financings. He regularly advises clients through syndicated finance and other commercial lending transactions, including acquisition, leveraged, investment-grade, asset-based, corporate, receivables, net asset value, and hybrid financings. He has extensive experience representing prominent private equity sponsors and their portfolio companies in complex domestic and cross-border financings, including acquisition financings and refinancings. He has led transactions covering a range of industries, including healthcare and life sciences, tech, telecommunications, and media and entertainment, among others.Mike was recently recognized by The Legal 500 Green Guide: United States 2024 for his efforts in promoting environmental, social, and governance (ESG) standards, and he brings a wealth of experience from his previous role in another global law firm’s banking and credit group.Mike received his J.D. from Duke University and his B.S. in business administration, summa cum laude, from Boston University. He is admitted to practice in both California and New York.