Venable Team Represents Second Lien Lenders in Acquisition of Bird Global Assets

2 min

On March 25, 2024, an interdisciplinary, cross-office Venable team represented a group of second lien lenders in connection with their acquisition of the assets of Bird Global, Inc. and certain of its subsidiaries located in the United States, Canada, and other parts of the world. The acquisition was effected through a Section 363 sale in the Chapter 11 bankruptcy proceedings of Bird pending in Miami, Florida, together with an exit financing arrangement used, in part, to fund the purchase price for the assets in the 363 sale. The transaction also took Bird from public company status to a private company.

The firm’s clients, the second lien lenders, opted to credit bid the debt they had extended to Bird (both prior to the bankruptcy and as a DIP loan during the bankruptcy) to acquire substantially all of Bird’s assets via the section 363 sale. The acquisition was made by a newly formed Canadian corporation that is majority-owned by the second lien lenders and that had six direct and indirect newly formed subsidiaries. The subsidiaries of the Canadian parent then entered into a secured exit financing facility extended by the first lien lender of the Bird debtor entities. The proceeds from the exit financing were used in part to fund the acquisition of the Bird assets, to satisfy certain liabilities of Bird’s bankruptcy estate and for general working capital purposes as the new, restructured group recommenced operations. The financing aspect of the transaction also involved interfacing with Canadian counsel, as assets in Canada were part of the collateral package.

Partner Paul Battista led the bankruptcy and Section 363 sale workstreams. Counsel Leo Vaccaro Padrón led the exit financing workstreams. Associates Elise Lindenmayer and Ashley Qamar supported both workstreams. Paul, Leo, Elise, and Ashley worked tirelessly well into the evening for several days to get the transaction documented and closed in just 10 days to meet the 363 sale closing timeline