Before joining McDermott Will & Schulte, Caitlyn served eight years at the SEC, including as Senior Counsel to the Directors of Enforcement, assisting with the management of the Commission’s largest division. At the SEC, Caitlyn led all aspects of investigations involving accounting fraud, complex insider trading schemes, market abuse, market manipulation, misappropriation of investor funds, investment adviser fraud and the Immigrant Investor Program. She also coordinated complex, cross-border investigations with foreign regulators. In addition to her investigative work, Caitlyn co-chaired the New England region committee that focused on proactively identifying accounting and disclosure fraud and served as liaison to both the SEC’s national Financial Reporting and Audit Group and the Boston FBI.

Caitlyn has conducted numerous internal investigations for major public companies, their boards of directors, and board committees.  She has represented public companies, audit firms, senior executives, registered investment advisers, hedge funds and private equity firms in matters before the SEC, US Department of Justice (DOJ), and the Financial Industry Regulatory Authority (FINRA). Her litigation experience includes representing corporations, directors, and officers in securities class actions and shareholder derivative suits. She has also advised clients in Special Purpose Acquisition Company (SPAC)-related litigation and SEC investigations.

A frequent speaker on enforcement, accounting fraud, and internal investigations, Caitlyn is recognized for her deep understanding of the intersection between regulatory expectations and corporate governance.

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Internal Investigations

• Represented the audit committee of a board of a publicly traded pharmaceutical company, investigating alleged accounting issues in connection with a restatement
• Represented the audit committee of a board of a public company, investigating alleged internal control violations
• Represented the board of a publicly traded REIT, investigating whistleblower complaints relating to perquisite disclosures
• Represented the audit committee of a board of a publicly traded company based in Singapore, investigating alleged accounting issues and internal control violations*
• Represented the audit committee of a board of a Fortune 100 manufacturing company, investigating alleged accounting issues*
• Represented the Special Committee of the Board of Krispy Kreme Doughnuts, Inc. for an internal investigation of alleged improper accounting practices and manipulation of earnings*

Business and Securities Litigation

• Represents former officers and directors of nationally recognized utility and its holding company in derivative and class action litigation arising from large-scale wildfires
• Served as trial counsel for Vivendi, S.A. in a securities class action litigation that culminated in a four‑month jury trial and a litigation involving securities and contract claims brought by Liberty Media that culminated in a four‑week jury trial*

Representative SEC Actions

• Conducted an investigation into a large, international insider trading ring that resulted in charges against three investment bankers, a New York-based trader, a London-based trader, and two traders based in Switzerland*
• Investigated a Massachusetts-based investment adviser that resulted in fraud charges concerning an illegal cherry-picking scheme*
• Led an investigation that resulted in fraud charges and an asset freeze against the operators of a pyramid and Ponzi scheme falsely promising an investment opportunity in gold mines*

*Matter handled prior to joining the firm.

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Sarah drafts and negotiates complex agreements between employers, health plans, third-party administrators, pharmacy benefit managers, carriers, consultants and other health plan service providers. She also counsels digital health, telehealth and point solution entities; third-party administrators; pharmacy benefit managers; and other benefit administrators on partnering with employers, group health plans and insurers. As co-chair of the Firm’s Post-Roe Working Group – a multidisciplinary team of lawyers providing clients with reproductive health guidance – Sarah has advised hundreds of health plans and benefit administrators on health benefits following the end of Roe v. Wade.

Additionally, Sarah routinely analyzes frequently changing health benefits laws and regulations and recommends risk mitigation strategies. She provides strategic due diligence and health benefits design, implementation and transition advice on issues arising from corporate and private equity mergers, acquisitions and other transactions.

Sarah frequently publishes and presents on health benefits trends and developments and has been quoted on health plan issues in prominent media outlets, including The New York Times, The Wall Street Journal, Bloomberg Law and Law360.

Prior to joining the firm, Sarah worked at the White House for the National Economic Council, where she implemented the ACA with leaders from the Executive Office of the President, the US Department of Labor, the US Department of Health and Human Services, and the US Department of the Treasury. She previously collaborated with in-house lawyers and federal and state government relations professionals in the leadership development program of a Fortune 500 global insurance and financial services corporation.

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• Drafted employee benefit plan documents to transition benefits in connection with a $6 billion corporate acquisition
• Advised on employee benefits due diligence and disclosures for a $1.8 billion health system transaction
• Assisted a large Fortune 150 corporation in transitioning its medical benefit platform to a private healthcare exchange

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• McDermott Will & Emery, Award for Outstanding Achievement and Commitment to Pro Bono and Volunteer Service, 2017

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During law school, Philip was an intern to Judge Leonard D. Wexler for the US District Court of the Eastern District of New York, and also served as an executive articles editor for the New York University School of Law Annual Survey of American Law.

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Previously, Michael was chair of the practice group leaders and co-chair of the biotechnology practice group of an intellectual property boutique law firm.

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• Served as an expert on US patent law in several EPO opposition proceedings*
• Defended IP diligence on biotechnology client in acquisition valued at USD$6.5 billion*
• Obtained seminal patents in the fields of gene therapy, phage display, yeast display, and the transgenic production of proteins in animals*
• Prosecuted one of the most widely licensed biotechnology patent portfolios, with projected milestones and royalties of several hundred million dollars per year*
• Directed the patent prosecution for a lifesaving biologic, including a successful appeal to the Court of Appeals for the Federal Circuit*
• Obtained Patent Term Extensions and coordinated Supplementary Protection Certificate strategies for several clients*

*Matter handled prior to joining McDermott

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• Represented the Official Committee of Unsecured Creditors of an industrial Bitcoin mining company with 227.5 megawatts of deployed capacity and more than 53,000 deployed miners. This case marked the first ever major bankruptcy case of a cryptocurrency mining company
• Represented the Official Committee of Unsecured Creditors of a global leader in business process automation with $1.3 billion of funded debt in the US Bankruptcy Court for the Southern District of Texas
• Represented the Official Committee of Unsecured Creditors of a data provider with more than 34,000 miles of fiber in 13 states and $1 billion of funded debt
• Represented the Official Committee of Unsecured Creditors of a steel pipes manufacturer for the oil & gas industry in the US Bankruptcy Court for the Eastern District of Oklahoma
• Represented the Official Committee of Unsecured Creditors of a manufacturing company that produces control components and systems for appliances with more than $1 billion in assets and liabilities
• Represented the Official Committee of Unsecured Creditors of a supply chain management services provider and the largest independent distribution and supply chain services provider with more than $3 billion of funded debt
• Represents the chapter 7 trustee in the bankruptcy case of Tricolor Auto Group, one of the largest used car retailers in Texas and California with more than $950 million of funded debt and $1.1 billion of securitized debt, in the US Bankruptcy Court for the Northern District of Texas
• Represents the world’s largest fast casual restaurant franchisor in various bankruptcy cases
• Represents one of the world’s largest commercial mortgage special servicers by active balance in various matters throughout the southwest US
• Represented the Official Committee of Unsecured Creditors of an oil and natural gas exploration and production company*
• Represented the Official Committee of Unsecured Creditors of an independent natural gas and crude oil exploration and production company*
• Represented the Official Committee of Unsecured Creditors of an Internal Revenue Code Section 1031 qualified exchange subsidiary of one of the US’s largest title insurance companies*
• Represented joint official Cayman Island liquidators of an integrated security company in its chapter 15 and chapter 11 cases of high-profile Texas business entrepreneurs*
• Represented an ad hoc group of secured noteholders in the chapter 11 filing of a Houston-based energy company*
• Represented the Official Committee of Unsecured Creditors in the chapter 11 case of an independent energy company*
• Represented the Official Committee of Unsecured Creditors in the chapter 11 filing of a coal provider*
• Represented the Official Committee of Equity Security Holders in the chapter 11 case of a Houston-based shallow water drilling company*
• Represented the Official Committee of Unsecured Creditors in the chapter 11 plan of a commercial real estate investment company*
• Represented the Official Committee of Unsecured Creditors in the chapter 11 filing of a Mexican restaurant chain*
• Represented an official committee of unsecured creditors in the reorganization of one of the world’s biggest textile makers*
• Served as debtor’s counsel in the bankruptcy case of a Texas-based oil & gas exploration and production company*
• Served as debtor-in-possession lender counsel in the chapter 11 plan of an integrated geoscience solutions provider*
• Served as debtor’s counsel in the bankruptcy case of a privately held oil & gas exploration and production company*
• Served as debtor’s counsel in the chapter 11 filing of a Caribbean resort developer*
• Served as debtor’s counsel in the chapter 11 plan of a mall-based specialty retailer*
• Served as debtor’s counsel in the chapter 11 reorganization of a Houston-based independent energy company*

* Matter handled prior to joining McDermott Will & Schulte

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Prior to joining the Firm, Nichole acted as in-house counsel for eight years at one of the largest craft brewers in the world where she counseled on regulatory, distribution matters and represented the company in drafting complex commercial agreements. Since joining McDermott, she uses this experience to provide clients with business-minded and practical legal advice.

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• Managed and reviewed commercial agreements, particularly those relating to machinery, capital equipment, ingredients, packaging and goods and services, ensuring compliance with federal and state laws and regulations relating to the production of alcoholic beverages*
• Provided guidance on trade practice compliance issues and marketing programs and materials, ensuring compliance with local, state, federal and international law, including TTB and FDA regulations*

*Matter handled prior to joining McDermott.

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Gregg is a member of the FinTech & Blockchain team and works closely with McDermott’s dedicated team of crypto lawyers that work exclusively on cryptocurrency and blockchain matters. He regularly advises cryptocurrency exchanges and related companies on regulatory matters pertaining to cryptocurrency and FinTech. Gregg provides unique perspectives on the intersection of cryptocurrency and bankruptcy to assist cryptocurrency exchanges in understanding how best to protect customer assets.

Prior to joining McDermott Will & Schulte, Gregg clerked for Chief Judge Karen K. Specie in the United States Bankruptcy Court for the Northern District of Florida, interned for Judge A. Jay Cristol in the United States Bankruptcy Court for the Southern District of Florida and interned for the Office of the United States Trustee, Region 21.

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• Represented BlockFills, a crypto liquidity provider with more than $60 billion of yearly transaction volume, in its chapter 11 bankruptcy proceedings
• Represented the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of Archblock, the creator of the US dollar-pegged stablecoin TrueUSD (TUSD) and the DeFi lending protocol TrueFi
• Represented the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of STG Logistics, one of North America’s largest logistics providers with $1.6 billion of funded debt
• Represented the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of Vera Holdings & Investments, an online industrial tool and equipment retailer
• Represented the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of Klockner Pentaplast, a global manufacturer of packaging materials with annual sales of €1.8 billion and more than €2.3 billion of funded debt
• Represented the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of Everstream Solutions, a data provider with more than 34,000 miles of fiber in 13 states and $1 billion of funded debt
• Represented the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of Forever 21, a leader in the “fast fashion” industry with more than 350 retail locations in the US and approximately $1.6 billion of funded debt
• Represented the Official Committee of Unsecured Creditors in the chapter 11 cases of Rhodium Encore, an industrial Bitcoin mining company with 227.5 MW of deployed capacity and more than 53,000 deployed miners
• Represented Output Services Group, Inc. and certain of its affiliates in their prepackaged chapter 11 cases in the US Bankruptcy Court for the Southern District of Texas. Output Services Group is a leading provider of print and digital payments solutions, employing approximately 1,400 employees and with funded debt obligations of approximately $754 million as of the chapter 11 filing. Output Services Group filed their chapter 11 cases with a restructuring support agreement signed by approximately 87% of their prepetition first lien lenders that included a $50 million debtor-in-possession financing facility and that eliminated approximately $550 million of their funded debt obligations
• Represented the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy proceedings of Voyager Digital Holdings, Inc., a publicly traded cryptocurrency company and one of the largest cryptocurrency platforms in the world
• Represented Volunteer Energy Services, Inc. a retail supplier of electricity and natural gas, in its Chapter 11 bankruptcy proceedings
• Represented the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy proceedings of Entrust Energy, Inc., a Houston-based retail electricity supplier
• Represented a prospective purchaser of certain assets of GBG Sean John LLC, a fashion and lifestyle brand, through a section 363 sale
• Represented an international medical device manufacturer in its acquisition of assets from a chapter 7 debtor
• Represented a plan sponsor in the strategic acquisition of an HMO Health Insurance Plan in California
• Represented the court-appointed receiver in possession of the Port Charlotte Mall
• Represented the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy proceedings of Cred Inc., a global cryptocurrency financial services platform, and the first Chapter 11 cryptocurrency case of its kind
• Represented NinePoint Medical Inc., a medical device manufacturer that designs, manufactures, and sells state-of-the-art imaging console, in its Chapter 11 bankruptcy proceedings
• Represented the largest keg manufacturer, in the Chapter 11 bankruptcy proceedings of Global Asset Rental, LLC
• Represented the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy proceedings of Centric Brands, Inc., a publicly traded international lifestyle brand collective
• Represented the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy proceedings of Energy Alloys Holdings, LLC, a privately owned distributor and reseller of tube and bar products sold into the oil and gas industry for the exploration of hydrocarbons
• Represented Dine Brands Global in the Chapter 11 bankruptcy proceedings of CFRA Holdings LLC and CFRA Tri-Cities LLC, a franchisee that operated forty-nine IHOP locations in the Southeast United States
• Represented the Chapter 7 trustee in the Chapter 7 bankruptcy proceedings of Zetta Jet USA, Inc., the owner and operator of a fleet of private jets*
• Represented Comcar Industries, Inc. and its affiliated debtors, which comprise a transportation and logistics company, in their Chapter 11 bankruptcy proceedings*
• Represented Mayflower Communities Inc., a continuing care retirement community, in its Chapter 11 bankruptcy proceedings culminating in a section 363 sale*
• Represented The Stayton at Museum Way, a continuing care retirement community, in its pre-packaged Chapter 11 bankruptcy proceeding*
• Represented the DIP lender in the Chapter 11 bankruptcy proceedings of Hygea Holdings Corp., a consolidated enterprise of several companies aggregated through a series of acquisitions that focus on the delivery of primary-care-based health care to commercial, Medicare and Medicaid patients*
• Represented a joint venture in the purchase of a data communications company through Chapter 11*
• Represented the Assignee’s in a variety of assignments for the benefit of creditors pursuant to Chapter 727 of the Florida Statutes*

*Matter handled prior to joining the firm.

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• Advising the financier on the joint venture arrangements and the financing for global beer brand, Cobra
• Advising Synova and the JMG Group, an insurance brokerage business, on the financing of their buy and build strategy
• Advising Treo Asset Management and Olympic Entertainment Group, a market-leading casino entertainment and sports betting provider in Eastern Europe, on the restructuring of its €200m senior secured bonds and subsequent expansion and roll out into new jurisdictions
• Advising a sponsor and its casino and online gaming portfolio company on ongoing financing matters
• Advising investors on their participation in securitization notes issued by Marston’s PLC, a leading independent brewing and pub retail business
• Advising certain creditors on the bank and bond financing for TDR’s acquisition of the Stonegate pub group
• Advising sponsors and companies in relation to the restructuring of various UK retail businesses (fashion, events and casual dining businesses)
• Advising Tende Energy on the financing for their acquisition of the OML65 block in Nigeria
• Advising Alcentra Limited on the financing for Livingbridge’s investment in Brainlabs including a large committed acquisition facility to fund future growth and subsequent portability financing to fund the equity investment by Falfurrias
• Advising creditors on Ardian’s refinancing of Audiotonix, a provider of audio brands and products, including term loan B and delayed draw facilities
• Advising on the debt and equity investment in VBites, a manufacturer of vegan produce
• Advising the lenders in connection with the financing of Causeway Technologies, a producer of cloud-based software products
• Advising Bain Capital Credit and Starwood Capital Group on the acquisition of a €800m non-performing loan portfolio backed by hotels in Spain from Bankia
• Advising the incoming security agent and notes trustee in connection with the restructuring of £90 million of bank debt and £360 million of high yield bond debt issued by Travelex
• Advising Coca-Cola on various ongoing finance matters
• Advising Messagebird (now Bird), an omni-channel platform provider, on the acquisition of email delivery service provider, SparkPost
• Advising CoachHub, an online digital coaching platform, on its financing to fund future capex of the group.Advising Golub Capital on the cross-border financing of the acquisition of the Sygnature Discovery group, a drug discovery business
• Advising funds on various investments in Boparan Group’s £525m senior secured bonds
• Advising Tende Energy on their acquisition and financing of the ATOG group in Tunisia
• Advising Golub Capital on the financing of the acquisition by Pamplona Equity Partners of the Pelsis Group
• Advising bd-capital on its innovative asset backed financing for the acquisition of Ascenti Health, a physio-therapy group
• Representing the Issuers in connection with the Greensill securitization programme
• Advising Land Energy on its asset backed refinancing
• Advising Bain Capital and Edcon, a retail company and owner of over 200 department stores on various financings and restructurings*
• Advised co-com of senior secured noteholders on the restructuring of Lecta’s EUR 600 million senior secured notes and refinancing of its EUR 65 million super senior revolving facility*
• Advising certain lenders on the restructuring of Pizza Express*
• Advised funds on the second lien financing for the Aenova Group*
• Advised HPS Investment Partners on various confidential special situations lending opportunities, with focus in the healthcare and the hospitality space*
• Advised Pemberton Capital Advisors on the second lien financing for Platinum Equity’s acquisition of Biscuit International*
• Advised Searchlight Capital Partners on its take private acquisition of the controlling stake in the share capital of Opus Group AB, a Sweden-based technology-driven, global leader in the vehicle inspection and intelligent vehicle support markets
• Advised Searchlight Capital Partners on its acquisition of Global Risk Partners, an insurance brokerage and risk management business, including add-on financings to meet the group’s buys and build strategy*
• Advising Bain Capital Credit on its acquisition and financing of the Q Hotels portfolio and subsequent acquisition of certain De Vere hotels top add to the platform*
• Advised certain funds in relation to the refinancing and bolt-on acquisition for the Chart Co Group, an Equistone portfolio company*
• Advised CMA CGM in connection with the US$825 million term facilities (and subsequent bridge) arranged in connection with its successful Tender Offer for CEVA Logistics AG*
• Advised creditors to Swissport in connection with a PIK issuance*
• Advised OSG Billing and Aquiline Capital Partners, in connection with its acquisition of Communisis PLC, a communications and marketing outsourcing company listed on the London Stock Exchange*
• Advised Freshstream on the financing for its acquisition of Away Resorts including a significant delayed draw term loan to meet M&A pipleline*
• Advised creditors in connection with super senior liquidity financing and wider restructuring of the Avanti Group*
• Advised creditors in connection with the emergency financing and restructuring of the Four Seasons Group*
• Advised Blue Water Energy and Excellence Logging on the financing aspects of its acquisition of the Surface Data Logging Business from Weatherford International plc*
• Advised Blue Water Energy and PX Group on the refinancing of its existing facilities*
• Advised Permira Debt Managers on the financing of the Deltatre Group’s acquisition of Massive Inc.*
• Advised IK Investment Partners and Veritas Petroleum Group on its refinancing, including a US$95 million term loan B and capex facility for future M&A growth*
• Advised Deutsche Bank AG, London Branch, HSBC Bank plc, Jefferies Finance LLC, National Westminster Bank plc and Nomura International plc on the EUR344 million and GBP125 million first lien financing in connection with Astorg-backed SGG’s acquisition of First Names Group from AnaCap Financial (now IQ-EQ)*
• Advised second lien creditors in connection with Astorg’s acquisition of Dutch group IGM Resins from Arsenal Capital Partners*
• Advised Charterhouse in connection with certain financing matters*
• Advised Bain Capital Credit on the financing in connection with Vitruvian’s acquisition of EasyPark*
• Advised the creditors in connection with the dual financings of the Intelligent Group split into Combell and Sentia*
• Advised Davidson Kempner Capital Management LP (as a key shareholder) in connection with the NJJ-led consortium’s acquisition of eircom*
• Advised Platinum Equity Advisors on the issuance US$280 million 9% senior secured notes due 2022 and ABL facility in relation to its acquisition of the Pattonair Group*
• Advised Tronox on its bank and bond refinancing (including US$2.1 billion term loan B and US$450 million senior notes) in contemplation of the acquisition of Cristal’s TiO2 business*
• Advised Bybrook Capital and Morgan Stanley in debt restructuring transactions for DEMA SpA, an Italian aeronautics parts manufacturer, which included Bybrook Capital’s acquisition of a substantial majority of DEMA’s share capital, and in conjunction with Morgan Stanley, funding a new secured GBP60 million bond*
• Advised Bregal Freshstream on the financing for its investment in Intergas*
• Advised Bregal Freshstream on the financing for its acquisition of Juno Health*
• Advised IK Investment Partners on the financing for its investment in Third Bridge*
• Advised WFS and Platinum Equity Advisors in connection with their US$50 million tap issuance of 9.5% senior secured notes due 2022%
• Advised Bregal Freshstream on the financing for its acquisition of Verwater*

*Matter handled prior to joining the firm

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