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. AnnElyse 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.
Awards and Accolades:
- Chambers USA: America’s Leading Lawyers for Business, "Up and Coming: Bankruptcy/Restructuring, District of Columbia" (2024)
- Law360, "Rising Star" (2024)
- Lawdragon, "500 Leading U.S. Bankruptcy and Restructuring Lawyers" (2023-2024)
- The Deal, "Top Women in Dealmaking" (2023)
- Turnarounds & Workouts, "Outstanding Young Restructuring Lawyer" (2023)
Representative Clients and Transactions:
Stakeholder Representations:*
- RXR Realty in the restructuring of approximately $360 million of indebtedness of View, Inc. (NASDAQ: VIEWQ) in View’s Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware.
- A controlling ad hoc group of first lien lenders in Dynata, LLC in its Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. Dynata filed for Chapter 11 with a restructuring support agreement that contemplates approximately $80 million of new money financing and a comprehensive restructuring of over $1.3 billion of funded debt.
- An ad hoc group of lenders and DIP lenders of Thrasio Holdings, Inc. in their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the District of New Jersey. Thrasio is the largest aggregator of Amazon brands in the world. Thrasio filed for Chapter 11 with a restructuring support agreement that contemplates up to $90 million of new money financing and a comprehensive restructuring of over $3 billion of funded debt.
- An ad hoc group of first lien lenders serving as DIP lenders, RSA parties, and backstop parties in the prepackaged chapter 11 cases of Audacy, Inc., et. al. in the U.S. Bankruptcy Court for the Southern District of Texas. Audacy is the second largest radio company in the United States and a leader in providing local news, sports radio, and music broadcasting. The restructuring includes complex FCC considerations and will restructure approximately $1.9 billion of the Debtors’ funded debt, of which approximately $1.6 billion of will be equitized, with the first lien lenders receiving up to 85% of the prediluted equity of reorganized Audacy.
- An ad hoc group of cross-holders serving as DIP lenders, RSA parties, and backstop parties in the prepackaged chapter 11 cases of Venator Materials PLC. The Venator group is a leading global producer of TiO2, and also manufactures and sells higher value-added functional additives, color pigments and timber treatment chemicals and operates 20 facilities globally. The restructuring implements a complex cross-border agreement to recapitalize Venator group’s operations both domestically and internationally. The company commenced chapter 11 in May 2023 after reaching agreement on a recapitalization plan that will de-lever the company by approximately $954 million and provide the Debtors with significant new capital.
- 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.*
- 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.*
Company-Side Matters:
- KLDiscovery Inc., a leading global provider of electronic discovery, information governance, and data recovery technology solutions, in connection with a recapitalization and consensual deleveraging transaction with its convertible debenture holders, term loan lenders, revolving credit facility lender, and largest shareholder.
- 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.
- 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.
- 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.”
AnnElyse 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, AnnElyse served as a clerk for the Honorable Peter J. Walsh (ret.) in the United States Bankruptcy Court for the District of Delaware.
AnnElyse 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. She is a member of the American Bankruptcy Institute and International Women’s Insolvency & Restructuring Confederation.
*Representations occurred prior to AnnElyse’s association with Gibson, Dunn & Crutcher LLP.
Capabilities
Credentials
Education:
- University of Illinois - 2013 Juris Doctor
- Indiana University - 2010 Bachelor of Science
Admissions:
- District of Columbia Bar
- New York Bar
Clerkships:
- US Bankruptcy Court, Delaware, Hon. Peter J. Walsh, 2013 - 2014