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MoFo Advises Ad Hoc Group of Senior Secured Noteholders and DIP Lenders in Village Roadshow Entertainment Group’s Successful Chapter 11 Emergence

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May 4, 2026 – MoFo guided an ad hoc group of senior secured noteholders and DIP lenders (the “Ad Hoc Group”) through the...

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May 4, 2026 – MoFo guided an ad hoc group of senior secured noteholders and DIP lenders (the “Ad Hoc Group”) through the successful chapter 11 cases of Village Roadshow Entertainment Group USA Inc. and its affiliated debtors (“Village Roadshow” or the “Debtors”) before the Honorable Thomas M. Horan in the United States Bankruptcy Court for the District of Delaware.  Village Roadshow emerged from bankruptcy on May 1, 2026.Village Roadshow’s emergence represents the culmination of a successful chapter 11 process involving three separate asset sales generating approximately $440 million in total proceeds, including a $417.5 million sale of the Debtors’ library of motion picture assets to Alcon Media Group LLC.  The plan provides for the distribution of sale proceeds and an orderly wind-down of the Debtors’ affairs, including resolution of more than $491 million in asserted liabilities and the establishment of a liquidation trust for the benefit of senior secured noteholders.The Ad Hoc Group funded Village Roadshow’s sale processes through $5.8 million of prepetition loans in the months leading up to the chapter 11 cases and a $7 million new-money debtor-in-possession financing facility.The MoFo team was led by restructuring partner James Newton and finance partner Geoffrey Peck, and included restructuring of counsel Andrew Kissner, and associates Miranda Russell and Ilayna Guevrekian, and finance associate Will Winsett, among others.

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James Newton is a partner in the Business Restructuring + Insolvency Group, based in the New York office. He focuses on advising individual and ad hoc groups of financial creditors in connection with distressed debt investments, distressed M&A transactions, and other special situations and restructuring matters.James routinely advises financial institutions, alternative investment advisors, and other clients in connection with in- and out-of-court workouts and restructuring matters involving existing stressed and distressed investments. He is also regularly called upon by clients seeking to develop and implement creatively structured and bespoke financing or asset purchase transactions, including in connection with stressed and distressed refinancings and capital raising transactions, exchange offers, swap and hedging transactions, structured finance transactions, and receivables financing transactions undertaken in the bankruptcy and restructuring contexts.While James’s practice focuses on advising bondholders and lenders, he also has significant experience representing debtors, creditors’ committees, individual creditors, and purchasers of assets in bankruptcy cases.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

Partner

Geoff has extensive experience in representing investment banks, private debt funds, hedge funds, business development companies, asset managers, specialty finance companies, borrowers, and issuers in large-cap, middle-market, and mezzanine financings and restructurings.Geoff works with clients on domestic and international financing matters, particularly cross-border transactions, including:<ul><li>Acquisition financings</li><li>Asset-based financings</li><li>Bridge financings</li><li>First/second liens financings</li><li>Hybrid debt/equity financings</li><li>Preferred equity financings</li><li>Private placements</li><li>Project and infrastructure financings</li><li>Trade financings</li><li>Subordinated financings</li><li>Subscription-backed financings</li><li>Unitranche financings</li><li>Warehouse financings</li></ul>Geoff also regularly represents creditor committees, ad-hoc committees, creditors, and debtors in connection with insolvency matters, including complex workouts and restructurings, DIP financings, exit financings, secondary trading of debt and equity, and analysis of special situations trading opportunities.Clients regularly retain Geoff to develop new products and form documents.Geoff maintains an active pro bono practice and is the president of the board of trustees of GAIA, a non-profit organization providing health services in sub-Saharan Africa. He is also an active speaker and regularly writes on finance trends and issues.Before joining Morrison Foerster, Geoff worked at a global investment bank, where he provided legal advice and transaction management services to the bank’s proprietary and special situations investment groups, which included par and distressed trading groups.<h4>Representative Experience</h4><ul><li>Represented Alter Domus (f/k/a Cortland Capital Market Services) as loan agent related to the refinancing and amendment and extension of certain loan facilities of borrower Moran Foods, LLC (also known as Save A Lot). The refinancing includes a new $200 million asset-based lending credit facility and an extended maturity with respect to approximately $377 million of existing first and second lien loans.</li><li>Represented ResCap in its $1.45 billion DIP financing, a hybrid leveraged loan and securitization. International Financing Review named the transaction a 2013 restructuring of the year.</li><li>Represented the lead arranger and commercial lenders in $847 million of financings extended to Ecopetrol, the Colombian petroleum company. The loans were guaranteed by an export credit agency. Trade Finance magazine recognized the transaction as a 2013 deal of the year.</li><li>Represented Cerro de Aguila in its $595 million financing of a 525 MW hydroelectric power plant in Peru. Project Finance magazine recognized the transaction as a 2013 Latin American power deal of the year.</li><li>Represented the lead arrangers in connection with a $3.250 billion syndicated loan financing extended to finance the corporate reorganization of a global real estate company.</li><li>Represented the lead arrangers in connection with $785 million of trade financings extended to a Brazilian exporter.</li><li>Represented the lead arrangers in connection with a $357.5 million first/second lien bankruptcy exit financing extended to Rotech Healthcare.</li><li>Represented the lead arrangers in connection with a $160 million mezzanine financing extended to a Caribbean and Latin American telecommunications and media company.</li><li>Represented the lead arranger in connection with a $150 million subscription-backed financing extended to a global infrastructure fund.</li><li>Represented a business development company in connection with a $125 million syndicated debt capital raise.</li><li>Represented the administrative agent and lender in connection with a $116 million first/second lien financing extended to a chain of residential behavioral and addiction health treatment centers.</li><li>Represented the lead arrangers in connection with $24 million and £24 million of unitranche acquisition financings extended to affiliated U.S. and UK technologies companies.</li><li>Represented an infrastructure private equity fund in financing the acquisition of a 97 MW wind farm located in the Pacific Northwest.</li><li>Represented the lead arrangers in connection with an out-of-court restructuring of loans extended to a large chain of Mexican retail stores.</li><li>Represented Circuit of the Americas in connection with a syndicated loan and mezzanine financing used to construct a motor sports and multi-purpose entertainment venue in Austin, Texas, which hosts, among other events, the Formula 1 United States Grand Prix.</li></ul>

Geoffrey R. Peck

Andrew’s primary practice is advising clients with respect to novel and complex insolvency issues, with a particular focus on cross-border and governmental restructurings. He has represented debtors, ad hoc groups, official committees, and individual investors in large chapter 11 and chapter 15 filings, including matters involving digital assets and digital asset companies, as well as disputes and litigation arising from M&A, venture capital and financing transactions in the blockchain and digital asset sector. He is also currently a member of the International Insolvency Institute’s NextGen Leadership Program.Andrew also has an active pro bono practice, including advising numerous tenants in the chapter 11 bankruptcies of their landlords, and has represented ICE detainees in connection with asylum proceedings. He is recognized for his dedication to pro bono and recently received the New York State Bar Association President’s Pro Bono Service Award for the First Judicial District, as well as Morrison Foerster’s Kathi Pugh Pro Bono Service Award.Andrew graduated magna cum laude from Brooklyn Law School, where he served as Articles Editor on the Brooklyn Law Review. As a law student, Andrew worked as a judicial intern to the Honorable Jane Restani, Senior Judge for the United States Court of International Trade.Andrew received an LL.M. in International and European Business Law at the Universidad Pontificia de Comillas in Madrid and graduated magna cum laude from the University at Albany, earning a B.A. in English and Spanish. He is also highly proficient in Spanish.

Andrew Kissner

Of Counsel

Miranda has represented debtors, creditors, official creditors’ committees, and other parties-in-interest in complex corporate restructurings and chapter 11 bankruptcy cases. Miranda also has experience representing private credit funds, public companies, and other borrowers and lenders in a variety of financing transactions. In 2024, The Legal 500 US named Miranda as Recommended for Corporate Restructuring.Miranda earned her J.D. at University of Virginia School of Law, where she served as Co-Director for the Migrant Farmworker Project and was the Pro Bono Award recipient. Miranda graduated summa cum laude from the University of Georgia, receiving a B.A. in Economics, History, and Spanish.

Miranda Russell

Associate

Ilayna Guevrekian is an associate in the Business Restructuring + Insolvency Group in the New York office of Morrison Foerster.Ilayna has experience in bankruptcy and corporate restructuring proceedings involving chapter 11 trustee, debtor, and creditor representations. Prior to joining Morrison Foerster, Ilayna served as a judicial law clerk for the Honorable Lisa G. Beckerman of the United States Bankruptcy Court for the Southern District of New York. She also served as a judicial intern for the Honorable Conrad D. Singer of the New York State Supreme Court and held several internships and jobs with New York law firms, including working as a summer associate.Ilayna earned her J.D. from St. John’s University School of Law and a B.A. in psychology and political science from Stony Brook University. During law school, Ilayna served as the executive research editor of the American Bankruptcy Institute Law Review and a senior staff member of the Commercial Division Online Law Report and the Dispute Resolution Society. She also worked as a constitutional law teaching fellow.

Ilayna Guevrekian

Will Winsett is an associate in the firm’s Finance Group in the New York office.He represents lenders and borrowers in a wide variety of secured and unsecured financing transactions, including domestic and cross-border transactions, acquisition and leveraged financings, project financings and asset-based financings.Prior to joining Morrison & Foerster, Will was an associate in the leveraged finance department of another large New York law firm. His pro bono practice includes assisting low income New Yorkers with legal name and gender marker changes.

Will Winsett

Bankruptcy Litigation

Business Restructuring + Insolvency

Financial Services