AnnElyse Scarlett Gains is a partner in the Washington, D.C., office of Gibson, Dunn & Crutcher and is a member of the firm’s Business Restructuring and Reorganization Practice Group. Her practice focuses on corporate restructurings, distressed financing, liability management transactions, and other special situation transactions in acquisitions, out-of-court restructurings, and Chapter 11 cases. Ms. Gains advises boards of directors, board committees, and senior management on a range of issues, including fiduciary duties and corporate governance. In addition, she represents ad hoc groups, lenders, investors, purchasers, and other stakeholders evaluating strategic transactions with target companies facing actual and potential economic distress.
In 2023, Ms. Gains was recognized by The Deal as one of the top women in Dealmaking. She was also named by Turnarounds & Workouts as one of its Outstanding Young Restructuring Lawyers for 2023.
Ms. Gains earned her Juris Doctor magna cum laude from the University of Illinois School of Law, where she was a Lincoln Scholar and a Harno Scholar, while also serving as an Assistant Editor for the Journal of Law, Technology & Policy. She received her undergraduate degree from Indiana University, graduating from the Hutton Honors College with High Honors and High Distinction and was a member of Indiana’s NCAA Women’s Division I Rowing team.
After law school, Ms. Gains served as a clerk for the Honorable Peter J. Walsh (ret.) in the United States Bankruptcy Court for the District of Delaware.
Ms. Gains is a military-spouse and enjoys giving back to the military and veteran community. Her pro bono practice focuses on the representation of veterans and she has experience representing veterans with claims for trauma-related disabilities.
Ms. Gains’ representative matters include:
- An ad hoc group of lenders to Loyalty Ventures, Inc. in its Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Texas. Pursuant to a complex and comprehensive cross-border deal with the ad hoc group, Loyalty Ventures is selling two business segments: (i) AIR MILES and (ii) the BrandLoyalty. This deal is being implemented across various international proceedings in the United States, Canada, and the Netherlands. Loyalty Ventures is a leading Canadian rewards program, with over 11 million active collector accounts within approximately two-thirds of all Canadian households.
- A controlling ad hoc group of term loan lenders to Akorn, Inc. Akorn was an American pharmaceuticals manufacturer that was an industry leader in branded and generic products in alternate dosage forms.
- Knighthead Capital Management, LLC and Certares Opportunities LLC in their successful $5.916 billion purchase of Hertz Corporation, one of the largest car rental companies in the world, out of its Chapter 11 cases, following a multi-month competitive auction. The transaction resulted in a recovery to existing equity holders of more than $8.00 per share, payment in full to all creditors, and an implied plan enterprise value of $6.929 billion.*
- Brookfield Asset Management, Inc. as purchasers and investors in the Chapter 11 bankruptcy filings of LUK and LPTSI, affiliates of Lehman Brothers Holdings, Inc., in the Southern District of New York.*
- An ad hoc group of bondholders in the Chapter 11 cases of Breitburn Energy Partners LP, an independent oil and gas master limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties in the United States.*
- The founder of Millennium Health, LLC and majority equity owner of Millennium Lab Holdings II, LLC, one of the nation’s largest drug-testing laboratories, in Millennium’s prepackaged chapter 11 cases. The voluntary chapter 11 cases, filed in the Bankruptcy Court for the District of Delaware, were supported by the Department of Justice, other equity holders, and over 93% of its prepetition lenders. After a heavily contested confirmation hearing and appeal of the Bankruptcy Court order confirming the plan, the bankruptcy court held, on remand, that it had the constitutional authority to grant third-party releases notwithstanding the U.S. Supreme Court’s decision in Stern v. Marshall. This decision was subsequently upheld by the Third Circuit Court of Appeals.*
- An ad hoc committee of noteholders of Intelsat, one of the world’s largest and industry leading satellite services business, including with respect to potential debt exchanges in connection with the proposed merger with OneWeb as well as various debt restructurings of over $1 billion of notes.*
- Blackstone Energy in connection with the Chapter 11 cases of Optim Energy.*
- An ad hoc group of bondholders in the Chapter 11 cases of Nextel International, a leading telecommunications provider in Central and South America.*
- Voyager Digital Holdings, Inc. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York. Voyager Digital is one of the largest cryptocurrency platforms in the world, allowing customers to buy, sell, trade, and store more than 100 cryptocurrencies and supporting over $1.3 billion in aggregate cryptocurrency holdings on the platform. Voyager’s Chapter 11 cases
- Navient Solutions LLC in securing dismissal of an involuntary Chapter 11 bankruptcy proceeding filed in the Bankruptcy Court for the Southern District of New York. Navient is a leader in education loan management and business processing solutions for education, healthcare, and government entities. The Bankruptcy Court dismissed the involuntary case just two weeks after it commenced.
- Oasis Petroleum Inc. and its affiliates in prepackaged Chapter 11 cases filed in the Bankruptcy Court for the Southern District of Texas to restructure approximately $2.3 billion in debt obligations. Oasis is a Houston, Texas based company that operates in the upstream and midstream oil and gas sectors. Oasis also operates a midstream business segment and holds a majority interest non-debtor subsidiary Oasis Midstream Partners LP, which is a publicly traded master limited partnership. The Chapter 11 plan equitized more than $1.8 billion of unsecured debt and provides for committed DIP to exit financing.
- Groupe Dynamite, a Canadian fashion retailer specializing in women’s apparel and accessories in its Chapter 15 proceedings in Delaware to recognize proceedings commenced in Canada under the Companies’ Creditors Arrangement Act (CCAA). Groupe Dynamite used the insolvency process to redefine its retail operations to a new COVID-19 friendly model.
- Bruin E&P Partners, LLC and its subsidiaries in connection with their prepackaged Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. Bruin is an exploration and production company headquartered in Houston, Texas, with assets in the Williston Basin in North Dakota. Through their prepackaged Chapter 11 cases, Bruin eliminated over $840 million in funded debt obligations. Bruin filed its cases with a restructuring support agreement signed by 100% of its prepetition revolving lenders and over 67% of its senior noteholders that included a $230 million DIP commitment and an exit revolver with $230 million in aggregate commitments.
- Ultra Petroleum Corp. and its affiliates in their comprehensive deleveraging and balance-sheet restructuring, accomplished through prepackaged Chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas and a parallel Canadian recognition proceeding filed in the Supreme Court of Yukon in 2020. Ultra is one of the largest oil and natural gas exploration and production companies in Wyoming.
- Pier 1 Imports, Inc. and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Pier 1 is a publicly-traded omnichannel retailer specializing in home furnishings and décor with 923 stores in the United States and Canada.
- Seabras 1 USA, LLC and Seabras 1 Bermuda Ltd. in their Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. Seabras owns the first transoceanic submarine fiber optic cable system directly connecting the commercial and financial centers of North America and South America. Through this system, Seabras sells international broadband capacity between the U.S. and Brazil and leases fiber routes in New York to telecommunications companies, internet and cloud service providers, financial institutions, and other large enterprises.
- NRG REMA LLC and its direct subsidiaries in Chapter 11 cases filed in the Southern District of Texas that are jointly administered with the GenOn Chapter 11 cases. REMA is a wholesale power generation company headquartered in Dallas, Texas that owns or operates 15 power plants throughout Pennsylvania and New Jersey. The REMA cases were filed with a prepackaged plan of reorganization that restructured three leveraged lease structures.
- iHeartMedia, Inc. and certain subsidiaries, one of the world’s leading global multi-platform media, entertainment, and data companies, in their Chapter 11 restructuring. iHeart is the largest radio broadcaster in the United States and specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local and national communities. The Company had consolidated debts of over $20 billion and the Chapter 11 cases, which are the largest of 2018 based on outstanding debt, restructured over $16 billion of that debt. In connection with its restructuring, iHeart reached an agreement with holders of more than $11 billion of its debt and its financial sponsors, reflecting widespread support across the capital structure, regarding a comprehensive balance sheet restructuring that reduced iHeartMedia’s debt by more than $10 billion.
- GenOn Energy, Inc. and certain of its affiliates in connection with their prearranged Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. GenOn is a wholesale power generation company headquartered in Princeton, New Jersey, with a focus on operations in the Mid-Atlantic region of the United States—primarily operating in Pennsylvania and Maryland—and in California. Through the Chapter 11 cases, GenOn restructured approximately $2.5 billion in funded indebtedness.
- Sabine Oil & Gas and its subsidiaries, an independent oil and gas exploration and production company with approximately $2.6 billion in outstanding funded debt obligations, in their Chapter 11 cases in the Southern District of New York. After more than a year of litigation (in the context of multiple motions for derivative standing and confirmation of Sabine’s Chapter 11 plan) Sabine confirmed a plan of reorganization that significantly reduced its funded debt obligations and secured the financial commitments necessary to fund the restructuring and go-forward business needs. In addition, Sabine successfully obtained the bankruptcy court approval needed to reject certain onerous midstream gas gathering agreements and better position the business for post-emergence success. In 2017, the Turnaround Management Association recognized the successful restructuring of Sabine Oil & Gas Corporation with its “Large Company Transaction of the Year Award.”
- Aspect Software Inc. and its subsidiaries, a leading provider of software and technology solutions for customer care centers worldwide, in its prearranged restructuring, in which Aspect filed and emerged from Chapter 11 in 75 days, and which achieved significant reduction of funded debt, a fully negotiated new first lien facility, and an infusion of $60 million of new capital to enable growth.
Ms. Gains is admitted to practice in the state of New York and the District of Columbia. She is a member of the American Bankruptcy Institute and International Women’s Insolvency & Restructuring Confederation.
*Representations occurred prior to Ms. Gains’ association with Gibson, Dunn & Crutcher LLP.