CGG S.A. and Beatrice Place-Faget, 17-11636

Background

CGG S.A. (the Foreign Debtor) commenced French "safeguard" proceedings and filed a Chapter 15 petition in the SDNY Bankruptcy Court to recognize the French proceeding as a foreign main proceeding.
CGG negotiated a cross-border Financial Restructuring supported by a Lock‑Up Agreement and Restructuring Support/Resolutions with major creditors and certain shareholders.
The Safeguard Plan was voted and approved by the Lenders’ Committee (unanimous), the bondholders’ general meeting (≈93.5% of voting bondholders), and shareholders; employee representatives supported it.
The French court held a sanctioning hearing, overruled an objection by a Convertible Bondholder Group as inadmissible under French law, and entered a Sanctioning Order approving the Safeguard Plan.
The Safeguard Plan effects include full equitization of high‑yield and convertible bond principal into new common shares, $86 million accrued interest payable as new second‑lien interest notes, exchange of secured loans into 5‑year notes, up to $500M of new money, and issuance of warrants and subscription rights.
The Foreign Representative moved in Chapter 15 for recognition and enforcement of the French Sanctioning Order, injunction against inconsistent U.S. actions, exemption from securities registration under 11 U.S.C. §1145, and case closure; the motion was unopposed and granted.

Issues

Issue	Foreign Representative's Argument	Objecting Parties' Argument	Held
Whether the U.S. court should recognize and enforce the French Sanctioning Order under Chapter 15	Recognition and enforcement are "appropriate relief" under 11 U.S.C. §§1521 and 1507 to effectuate the cross‑border restructuring and protect creditors' interests	Convertible Bondholder Group had objected in France; in Chapter 15 there was no opposing submission (motion unopposed)	Court granted recognition and enforcement as appropriate relief; interests of creditors, debtor, and shareholders sufficiently protected
Whether to enjoin parties from acting inconsistent with the Safeguard Plan in the U.S.	A permanent injunction is necessary under §1521(e) to prevent actions that would undermine the plan implementation	Objectors sought relief in France but their objection was overruled; no U.S. opposition asserted	Court granted injunction to bar inconsistent U.S. actions affecting claims treated by the Safeguard Plan
Whether securities to be issued under the Safeguard Plan are exempt from registration under §1145(a)(1)	The Safeguard Securities are issued under a plan, by the debtor, and in exchange for claims, satisfying §1145(a)(1) so federal/state registration exemption should apply	Potential challenges to fairness or disclosure were addressed by French court; no U.S. opposition	Court applied §1145 exemption to the Safeguard Securities (via §§1521/1507) and found disclosure sufficient
Whether the Chapter 15 case should be closed and the 14‑day stay waived	The Foreign Representative described activities and sought authority to seek final decree and waiver to meet restructuring timetable	No opposition; prompt implementation needed to satisfy Lock‑Up Agreement and obtain French regulatory visa	Court authorized closure procedures, deemed motion the final report, and waived the 14‑day stay to permit immediate implementation

Key Cases Cited

In re Rede Energia S.A., 515 B.R. 69 (Bankr. S.D.N.Y.) (recognition/enforcement of foreign confirmation order is appropriate relief under §1521)
In re Cell C Proprietary Ltd., 571 B.R. 542 (Bankr. S.D.N.Y.) (relief under §§1507 and 1521 can include recognition/enforcement of foreign plan)
S.E.C. v. Universal Exp., Inc., 475 F. Supp. 2d 412 (S.D.N.Y.) (purpose and scope of §1145 exemption in bankruptcy reorganizations)