Sean A. O’Neal’s practice focuses on corporate restructuring, insolvency, bankruptcy, corporate governance and related litigation matters.

He assists corporate debtors, creditors, investors, financial counterparties, and other interested parties in bankruptcy-related transactions, out-of-court workouts, and liability management transactions. Sean also works with investors in purchasing assets from, or making investments in, distressed companies. He advises clients on creditors’ rights, debt instruments, prepackaged bankruptcies, loan-to-own strategies, debtor-in-possession financing, exit financing, Chapter 11 rights offerings, forbearance arrangements, and other matters.

In addition, Sean represents tenants and tenant associations on a pro bono basis in landlord bankruptcy cases, serves on the board of directors of Brooklyn Community and Housing Services, and is co-chair of the board of trustees of the Brooklyn Children’s Museum.

Sean joined the firm in 2000 and became a partner in 2009.

Notable Experience

  • Wendy’s, as franchisor and potential bidder, in the Chapter 11 filing of its largest franchisee, NPC International.

  • Special Committee of the Board of Directors of American Addiction Center, Inc. (AAC) in the  Chapter 11 of AAC.

  • DIP Agent and Lender and Prepetition Agent and Lender in the chapter 11 proceedings of Ruby Tuesday, Inc.

  • Unsecured bondholder trustee in connection with the restructuring of shekel bonds issued by Related Portfolio Companies.

  • Nomura and others in various mortgage REIT situations, including MFA, AG MITT, and Malachite, brought on by the COVID-19 crisis.

  • Punjab National Bank (PNB), India’s second-largest government-owned bank, in the Firestar Diamond Jewelry and Samuels Jewelry Chapter 11 cases relating to a $2 billion fraud in which PNB was the primary victim.

  • Leading investment bank as DIP lender to Chesapeake Energy, McDermott International, and Intelsat

  • ESL Investments Inc., as largest creditor and shareholder of Sears Holdings Corp. with over $2.6 billion in claims, in its Chapter 11 proceedings, as well as advising on prepetition transactions and related matters. 

  • Lion Point Capital as litigation financier of a section 201 Trade Case and anti-dumping/countervailing duties settlement strategy related to the solar industry.

  • Goldman Sachs and other derivative creditors in filing a competing plan and reaching an agreement on a settlement plan in the Lehman Brothers Chapter 11 cases.

  • Puerto Rico Electric Power Authority in connection with the potential restructuring of over $9.5 billion of municipal bond and bank indebtedness

  • The Federal Reserve of New York in connection with the bankruptcy filings of Lehman.

  • A group of bondholders in a liability management transaction involving 2017 and 2018 notes issued by Toys “R” Us.

  • A group of crossover holders in the prepackaged Chapter 11 of Key Energy.

  • J. Aron & Company, the holder of a nearly billion-dollar swap claim, in Delaware Trust Company v. Wilmington Trust, N.A., an adversary proceeding related to the Energy Future Holdings Corp. Chapter 11 bankruptcy proceedings.

  • American Roads in its prepackaged Chapter 11 proceeding, (received a “Highly Commended” ranking in Financial Times’ 2014 Innovative Lawyers Report and named as one of Turnarounds & Workouts’ Top Restructurings of 2013).

  • Wilmington Trust NA, as indenture trustee of $1 billion in unsecured notes, (received a “Commended” ranking in Financial Times’ 2014 Innovative Lawyers Report).

  • Truvo Group, a European directories company, in its completed global restructuring of €1.4 billion in bank, bond, and PIK debt (named as International Finance Review’s 2012 EMEA Restructuring of the Year).

  • An international infrastructure firm in the acquisition of interests in a natural gas pipeline company.

  • Fortress Investment Group and its affiliates in the Chapter 11 prepackaged plan of portfolio company GateHouse Media.

  • A consortium of lenders in the $1.5 billion financing of Americas Mining Corporation to fund ASARCO LLC’s exit from Chapter 11 bankruptcy (named “Latin America Loan of the Year” by International Financing Review).

See More

Publications

January 1, 2021: “Second Circuit Rules That Provisions in Lehman CDOS Setting Payment Priorities Are Protected by Safe Harbor,” Pratt’s Journal of Bankruptcy Law

December 18, 2020: “A Texas Bankruptcy Court Denies Debtors’ Rent Abatement Motion in the Chuck E. Cheese Cases,” Cleary Gottlieb Alert Memo; republished by Law360

December 17, 2020: “Bankruptcy Court in Ultra Petroleum, on Remand, Finds Make-Whole Not Disallowed Under Bankruptcy Code,” Cleary Gottlieb Alert Memo

August 31, 2020: “Rough Justice: Third Circuit Holds Subordination Agreements May Be Superseded in Cramdown,” Cleary Gottlieb Alert Memo; republished by Law360 

May 29, 2020: “CFTC Proposes Comprehensive Revision of FCM and DCO Insolvency Rules,” Cleary Gottlieb Alert Memo 

May 20, 2020: “Dynamic Trends in Chapter 15,” International Comparative Legal Guide to: Restructuring & Insolvency 2020

April 29, 2020: “Buyer Beware! Claims Disabilities Travel with Transfers,” Cleary Gottlieb Alert Memo

March 31, 2020: “AG MIT CMO, LLC v. RBC (Barbados) Trading Corp.: Initial Post-COVID-19 Litigation Challenges to Closeouts of Repurchase Agreements,” Cleary Gottlieb Alert Memo

March 30, 2020: “Healthcare Industry Stimulus: The Coronavirus Aid, Relief, and Economic Security Act,” Cleary Gottlieb Alert Memo

January 6, 2020: “Third Circuit Approves Non-Consensual Releases Based on “Exceptional Facts” in Millennium Lab Holdings,” Cleary Gottlieb Alert Memo

May 21, 2019: “Cross”-Border Wall? Not for U.S. Recognition of Foreign Insolvency Proceedings,” International Comparative Legal Guide to: Corporate Recovery & Insolvency Laws and Regulations 2019

August 21, 2018: “Eleventh Circuit Holds That Equitable Mootness Is Alive in Chapter 9,” Cleary Gottlieb Alert Memo, republished by Law360

March 29, 2018: “Supreme Court Holds Section 546(e) Safe Harbor Does Not Apply to All Transfers Made Through Financial Institutions,” Business Law Today

January 30, 2018: Ninth Circuit Holds That Impaired Accepting Class Requirement Applies to Plan Confirmation on a ‘Per-Plan’ Rather Than a ‘Per Debtor’ Basis, Cleary Gottlieb Alert Memo, republished by Harvard Law School Bankruptcy Roundtable, April 3, 2018

June 1, 2017: “Second Circuit Overturns Expansive Interpretation Of Trust Indenture Act, Facilitating Out-Of-Court Restructurings,” Pratt’s Journal of Bankruptcy Law

March 27, 2017: “Will the USVI Follow Puerto Rico's Path?” The Bond Buyer

January 1, 2015: “S.D.N.Y. Bankruptcy Court Continues Trend Against Enforcing Make-Whole Premiums,” Pratt's Journal of Bankruptcy Law 

January 23, 2014: “Third Circuit Holds That Claim Disabilities Travel With Trade Claims in KB Toys,” Pratt's Journal of Bankruptcy Law 

January 9, 2014:  “Bankruptcy Court Rules that Spinoff Was a Fraudulent Transfer,” Law360 

December 1, 2013: “No-Action Clauses in Bankruptcy: Standing in the Way of Standing,” American Bankruptcy Institute Journal 

September 25, 2013: “Pitfalls Abound in Post-Confirmation Conversation,” New York Law Journal

June 25, 2012: “Claim Disabilities Rear Their Ugly Head in KB Toys,” New York Law Journal 

May 2010: “International Insolvency and Bankruptcy” International Corporate Practice: A Practitioner's Guide to Global Success (Practising Law Institute)

February 15, 2010:  “Involuntary Debt Reinstatement as an Alternative to Exit Financing,” in The National Law Journal

Events