About Grace A. Thompson

Grace A. Thompson represents independent directors, special committees, debtors, liquidators, going-concern buyers, company-side sellers and other stakeholders through in- and out-of-court restructurings, independent investigations, liability management transactions, distressed asset sales, wind-downs and insolvency-related litigation.

Finding practical solutions when the pressure is on

Whether guiding independent directors through conflict matters or executing sophisticated distressed transactions, clients rely on Grace’s practical, business-oriented counsel to help them achieve their objectives. Grace works closely with management teams, boards and other restructuring professionals to develop strategies that balance legal, business and operational priorities.

Grace’s practice focuses on advising independent directors and special committees in restructuring matters, leading independent investigations and counseling fiduciaries on governance, conflicts and strategic decision-making. Grace also has extensive experience leading distressed asset sales and liquidation transactions, helping clients structure and execute value-maximizing outcomes while anticipating and resolving issues that inevitably arise in distressed transactions.

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Practice Focus

  • Representing independent directors, boards and companies in distressed situations
  • Independent director and special committee investigations
  • Buy- and sell-side distressed asset sales
  • Wind-downs, liquidations and asset monetization
  • Chapter 11 restructurings
  • Out-of-court restructurings and liability management transactions

Representative Experience

  • Independent Director and Special Committee Representations
  • PrimaLend Capital Partners. Represented the Special Committee of PrimaLend Capital Partners, a leading financing provider to auto dealerships serving subprime borrowers, in connection with its Chapter 11 cases, including advising the Special Committee on an investigation of potential estate claims and the structure of plan releases.
  • Wolfspeed. Counsel to the Special Investigation Committee of Wolfspeed, Inc., a leading developer and manufacturer of wide-bandgap semiconductors, in connection with the company’s pre-packaged Chapter 11 cases, including with respect to conducting an independent investigation into potential estate claims and ongoing derivative litigation.
  • Linqto. Represented the Special Subcommittee of Linqto, Inc., an online investment platform, in its Chapter 11 cases, advising on all aspects of the cases, including its independent investigation, approval of a global settlement with the UCC, addressing complex securities-related issues, and Chapter 11 plan confirmation in which the Special Subcommittee had a leading role.
  • Prospect Medical Holdings. Represented the Transaction Committee of the Board in complex Chapter 11 cases involving regional healthcare operations across multiple states. Led an independent, fact-intensive investigation into related-party transactions and potential claims, enabling the Transaction Committee to approve global settlements that preserved estate value while maintaining uninterrupted patient care.
  • Vintage Wine Estates. Represented the independent directors of Vintage Wine Estates, one of the largest wine producers in the US, including in connection with an investigation into certain related party transactions.
  • GenesisCare. Represented the independent director in Chapter 11 cases complicated by worldwide operations, intense regulatory scrutiny in Australia, and the imperative of maintaining uninterrupted care for tens of thousands of patients. The investigation into the company’s historical relationship with its founder and former CEO produced recommendations that were integral to the Chapter 11 plan.
  • GWG Holdings. Represented the independent directors of this financial services firm in Chapter 11 cases. Led an extensive investigation into complex dealings with a former subsidiary, which resulted in leadership changes at the CEO, CFO, and board level. Resolution of these issues was critical to obtaining confirmation of the company’s fully consensual plan of reorganization.
  • Audacy. Represented the independent director of one of the largest radio broadcasting, podcasting, and audio streaming companies in the US. The independent director’s independent investigation was integral to facilitating this pre-packaged Chapter 11 plan, which equitized approximately $1.6 billion of debt.
  • Gulfport Energy Corporation. Represented the independent directors of one of the largest natural gas producers in the US, investigating intercompany transactions scrutinized by multiple parties and helping to negotiate a global settlement incorporated into the Chapter 11 plan, which was supported by nearly all of the company’s creditors.
  • Out-of-Court Matters. Represented companies, private equity sponsors, and independent directors on a broad range of confidential out-of-court restructurings, liability management transactions, and distressed asset acquisitions and sales.
  • Debtor and Distressed Asset Transactional Representations
  • First Brands Group. Representing the debtors and Hilco in the debtors’ wind-down sale process, including advising with respect to sale strategy, leading multiparty negotiations, and facilitating sale transactions of intellectual property, inventory, real property, and machinery and equipment, which has substantially increased recovery for the debtors’ stakeholders
  • Soft Surroundings. Represented women’s apparel company, Soft Surroundings, in its pre-packaged Chapter 11 cases, which had the support of 100 percent of the debtors’ funded debtholders and their majority equity sponsor. The debtors’ Chapter 11 plan, which contemplated the liquidation of dozens of brick-and-mortar stores and the sale of its e-commerce business, was confirmed within 60 days of filing.
  • Armstrong Flooring. Represented Gordon Brothers as part of a consortium of bidders who each purchased components of the North American assets of Armstrong Flooring.
  • KidKraft. Represented an affiliate of Gordon Brothers as debt purchaser, secured lender, and DIP lender in the Chapter 11 cases of KidKraft, Inc. With the assistance of Katten, in under six months, Gordon Brothers stepped in as secured lender, arranged a value-maximizing sale transaction, and steered parties in interest through the global plan settlement and confirmation of a prepackaged Chapter 11 plan.
  • JoAnn Stores. Represented Gordon Brothers as stalking horse bidder for substantially all of the assets of JoAnn Stores. Gordon Brothers’ bid established a floor for bidding and led to a competitive sale process among liquidators that increased creditors’ recoveries and led to a global consensus throughout the capital structure.
  • Liquidation Consultant Representations. Represented nationally recognized liquidators as store closing and/or liquidation consultants in the Chapter 11 cases of, among others, Stage Stores, David’s Bridal, BFG Supply Co., and Simply Interior Homes, in connection with the liquidations of dozens of retail stores and wholesale facilities.
  • TOMS King. Represented London-based franchise owner Karali in its strategic entry into the US, through the in-and out-of-court acquisitions of various Burger King locations.
  • Aurify Brands. Represented next-generation hospitality company, Aurify Brands, in various in- and out-of-court asset acquisitions, including its acquisitions of the assets of Le Pain Quotidien and Maison Kayser in their respective Chapter 11 cases.
  • Liquidator in National Consignment Program. Katten represents a leading liquidator in its national consignment program with Saks Fifth Avenue.