Sonya L.  Van de Graaff  picture Sonya L. Van de Graaff



Sonya Van de Graaff is a partner in the Business Restructuring & Insolvency Group of Morrison & Foerster’s London Office. Her practice focuses on European restructuring, distressed investing, and financing, including direct lending.

Ms. Van de Graaff advises funds and other investors (whether individually or in ad hoc groups) involved in these markets. In particular, she has experience in identifying and analyzing distressed investment opportunities and restructuring strategies, including in relation to NPL auctions. Ms. Van de Graaff also advises private creditors and shareholders in connection with financial institution restructurings, where government intervention could result in disparate treatment of private investors. In addition, she regularly advises on issues arising out of settlement of LMA as well as hybrid debt and claims trades.

Ms. Van de Graaff graduated from the Queensland University of Technology with first class honours, and earned a Masters of Law degree from King’s College at the University of London on a full Commonwealth Scholarship. She is a member of the Council for the Insolvency Lawyers Association (UK) and is licensed to practice in England, Wales and Australia.

Representative Matters
• Representing creditors in various aspects of the Lehman Brothers insolvency.
• Represented Mortgage Funding 2008-1 PLC RMBS restructuring.
• Represented investors in Eurosail 2007-3 PLC court proceedings, an English
Supreme Court decision.
• Lehman Brothers International (Europe) (in administration) (‘LBIE’) -
Representing a significant senior creditor in connection with its claims in
the ‘Waterfall’ applications in the English courts. This matter involves the proper
application of £7 billion surplus funds in the estate of LBIE.
• Representing a fund in the High Court and advising in relation to prime brokerage
and client money claimants in LBIE.
• Cross border European insolvency advice for a U.S. credit institution - advising a
U.S. credit institution in connection with English and European cross border
insolvency matters involving its proposed sale and purchase of oil with a German
oil refinery.
• Investment advice regarding a Luxembourg securitization vehicle of U.S.
residential mortgage loans held in a ‘smart lender’ vehicle - advising a major
asset manager in connection with its proposed investment in units in a
Luxembourg Securitization vehicle backed by U.S. residential mortgage loans.
• European Oil & Gas restructuring advice - advising an oil and gas company in
relation to restructuring options for its outstanding debt.
• M&A settlement related advice - advising a fund in connection with its bid to
acquire all the debt and equity in PHS (UK) (including analysis of shareholder
rights and rights of first refusal) and title and settlement matters.
• Representing a fund in the High Court and advising in relation to prime brokerage
and client money claimants in LBIE.
• Structured finance restructuring (Mortgage Funding 2008-1 PLC) - advising client
in connection with restructuring its bond investment in the RMBS Mortgage
Funding 2008-1 PLC (a Lehman originated transaction) transaction. This
transaction was re-structured in two stages (involving re-tranching the classes of
notes, auctioning the Issuer’s swap receivable, negotiating with rating agencies
and obtaining a listing of the newly restructured vehicle). This transaction was
nominated in the top 3 ‘innovative’ restructuring transactions 2013.
• Structured finance restructuring (Eurosail 2007 3-BL PLC) - advising a fund in
connection with maximizing value from its ‘Residual’ class RMBS bond
investment (Eurosail 2007 3-BL PLC). The matter involved strategies as regards
an asset ‘stuck’ in the waterfall (as a result of Lehman’s insolvency).
• Corporate credit restructuring advice - advising an ad hoc bondholder group in
connection with protecting their (deeply subordinated) New York law PIK
investment issued by a U.S. Company (itself a shareholder in an English limited
company) and with a complex capital structure.
• Re-financing in Dutch pre-pack - representing client in restructuring its
investment in a Dutch education company going into Dutch pre-pack sale,
including English law financing negotiations.
• Sovereign related enforcement advice - advising a fund in connection with its
proposed bond investment in English law bonds issued by a distressed Ukrainian
utility company connected to the Ukrainian government (including enforcement
strategies in various jurisdictions).
• Sovereign related restructuring advice - advising a client in connection with
protecting its English law bond investments in a distressed Bulgarian financial
institution as regards proposed government intervention.
• Credit institution restructuring advice - advising a fund in connection with its
investment in assets owned by Banco Espirito Santo (at the time it was going
through a good bank/bad bank nationalization).
• NPL portfolio acquisition advice - advising in connection with clients’ acquisition
of debt, equity and claims in a variety of distressed companies (involving both
unsecured and secured situations (including real estate, IP rights, media
licences, share pledges, inventory and receivable claims)).
• Financial institution restructuring – representation of bondholders - representing
ad hoc groups of bondholders (tier two and perpetual subordinated bondholders)
and shareholders in a variety of the Irish bank reorganisations and coercive
liability management exercises (including Bank of Ireland plc, Allied Irish Banks
plc, Irish Life & Permanent plc).
• Financial institution – state aid advice - assisting a fund protect its English law
bond investments in the State Aided German banks: HSH Nordbank, Depfa and
Bayerisch Landesbank.
• Wind Hellas - advising the subordinated creditors bid to purchase the shares in
Wind Hellas. Subsequently advising Wilmington Trust Company in their
representation of disenfranchised EUR 1.3bn subordinated creditors following the
prepack of Hell as II's assets.
• Structured products – restructuring advice - representing bondholders in an
action against the Issuer on the Anthracite series principal protected program of
• Representing a hedge fund client in connection with a total return swap
dispute referencing Page Jaunes with Barclays Bank plc.
• Representation of senior creditors – Eurosail UK 2007 3-BL PLC RMBS -
successfully representing bondholders in their actions to defend their
investments in the £660m Eurosail UK-2007 3-BL PLC RMBS transaction
(relating to whether an insolvency event of default had occurred, thereby
triggering a pari passu payment event in the senior classes of Notes). This
matter was successfully defended in the Supreme Court.
• White Tower CMBS and Plantation Place CMBS – enforcement advice - advising
a bondholder in relation to structured finance investments including Class A
enforcement and restructuring issues in connection with White Tower CMBS
portfolio and Enforcement issues in Plantation Place CMBS.
• Representing an investor in connection with the restructuring of its off-shore oil
and gas assets involving a reverse takeover consolidation and issue of
convertible notes.

Queensland Conservatorium of Music ()
Queensland University of Technology (LL.B.)
King's College University of London (LL.M.)