Afiniti: Chapter 15 Recognizes Bermuda “Light-Touch” Restructuring

Afiniti, Ltd. filed a chapter 15 petition in the District of Delaware on November 3, 2024, seeking recognition of a Bermuda "light-touch" provisional liquidation restructuring as a foreign main proceeding. The chapter 15 case obtained U.S. court approval for a free-and-clear transfer of U.S.-located assets — including subsidiary equity, customer contracts, and patents — into a new holding structure majority-owned by the secured lender group.

Bankruptcy filings described secured funded debt of approximately $522.0 million against a going-concern enterprise value range of approximately $275 million to $350 million. The term loan had matured, and filings described limited alternatives to the proposed recapitalization, as described in the Verified Petition.

Debtor(s)	Afiniti, Ltd.
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-12539
Judge	Hon. Laurie Selber Silverstein
Petition Date	November 3, 2024 (chapter 15 petition)
Foreign Proceeding	Bermuda "light-touch" provisional liquidation for restructuring purposes (Supreme Court of Bermuda, Commercial Court)
Foreign Representatives / JPLs	Mike Morrison and Charles Thresh (as described) (Verified Petition)
Recognition Order Entered	November 27, 2024 (Recognition Order)
Transfer Closing (chapter 15 filings)	December 3, 2024 (as described) (Notice of Closing)
Case Closed	February 13, 2025 (Closure Order)
Claims Agent (chapter 15 filings)	Kroll (referenced as claims agent in chapter 15 filings) (Notice of Closing, Notice of Full Administration)
Reported liabilities / secured debt (filings)	~$580.5 million total liabilities; ~$522.0 million funded secured debt obligations
Valuation range (filings)	Going-concern EV range ~$275 million to ~$350 million

Chapter 15 Recognition and Cross-Border Recapitalization

Business profile. Afiniti has been described as a customer-experience technology company that applies predictive AI to contact center workflows, matching customers with specific agents based on predicted interaction outcomes.

Funding history. Afiniti raised $130 million at a $1.6 billion valuation in 2018, and additional historical funding rounds are summarized in company databases.

2021 leadership changes. Afiniti's founder and CEO, Zia Chishti, resigned from leadership roles in 2021 after sexual assault allegations were raised in congressional testimony and other reporting described arbitration findings and an award exceeding $5 million. Former U.K. Prime Minister David Cameron resigned as chairman of Afiniti's advisory board in the same period.

Chapter 15 framework. Afiniti's chapter 15 filings sought recognition of the Bermuda proceeding as a foreign main proceeding, with U.S. relief to support consummation of the restructuring, as described in the Verified Petition and Recognition Order. The chapter 15 case extended stay-type protections to U.S. assets and approved, under a section 363-style framework, a free-and-clear transfer of U.S.-located assets and interests (as described).

Debt and valuation. In the Verified Petition, Afiniti described a term loan credit agreement dated June 13, 2019, with secured debt described as (as of September 30, 2024) $456.25 million principal plus $65.79 million paid-in-kind interest, totaling approximately $522.04 million of funded secured debt obligations (as described). The same filings described additional liabilities of approximately $58.5 million, for total liabilities of approximately $580.5 million (as described). The valuation analysis described in the verified petition included a going-concern enterprise value range of approximately $275 million to $350 million, with lower proceeds described for distressed sale and liquidation scenarios (as described).

The verified petition described the alternative to the proposed transfer as foreclosure or liquidation, with materially lower recoveries under downside valuation cases (as described).

Maturity profile. Afiniti's verified petition described maturity dates for funded debt tranches that included a June 13, 2024 maturity date (already passed by the September 30, 2024 balance date used in the filings), along with later maturities in 2025 and 2027 (as described).

Transaction architecture. Afiniti's Verified Petition described the restructuring as being implemented through integrated transfer agreements: a Stock and Asset Transfer Agreement (SATA) and a Securities Transfer Agreement (STA) (as described). The filings described the "Transferred U.S. Assets" as U.S.-territory assets transferred under the SATA/STA, including Afiniti's equity shares in Afiniti, Inc. (a U.S. subsidiary), certain U.S.-law governed contracts (including customer contracts), and certain patents and trademarks (as described). The transfer sequence described in filings had three linked steps. First, the SATA transferred substantially all assets to Afiniti AI Holdings, LLC (Holdco), excluding certain ownership interests (including the Debtor's ownership interest in Afiniti, Inc. and certain Bermuda subsidiaries, as described). Second, Holdco transferred intellectual property to an Irish subsidiary, Afiniti AI Limited (as described). Third, the STA transferred the Debtor's ownership interests in Afiniti, Inc. and Holdco to Afiniti Newco Holdings, LLC (Newco), which filings described as becoming majority-owned by the secured lenders after closing (as described). After closing, Newco held the U.S. subsidiary equity, U.S. contracts, and IP rights, with the secured lender group as majority owners (as described).

Free-and-clear relief and carve-outs. The verified petition and Recognition Order sought and granted section 363-style relief approving the transfer of the Transferred U.S. Assets free and clear of interests, with explicit exceptions (as described). The filings referred to "permitted encumbrances" expressly set forth in the transfer agreements (as described). The filings and order explicitly carved out liens and charges in favor of the term loan agent on behalf of the secured lenders under the credit agreement (as described).

The recognition order also included good-faith purchaser findings and 363(m)-style protections (as described).

Post-closing debt structure. The verified petition described an amended credit agreement structure after the restructuring, including a new senior first lien secured tranche of approximately $225 million (subject to increases for accrued interest) and a new junior secured convertible tranche with an initial aggregate principal amount of approximately $298.7 million (subject to increases from the rights offering and accrued PIK interest, as described).

Equity-holder rights offering and release gating. The verified petition described a voluntary rights offering opportunity for certain existing equity holders after the transfer closing, described as involving fresh capital and releases (as described). The eligibility criteria described in the excerpted sections included that holders had not prosecuted claims against the companies, and the rights offering was described as voluntary, with participation requiring fresh capital subscriptions and releases to the companies, secured lenders, and other parties (as described).

The filings also described a separate equity consideration path for eligible preferred stock holders, who were described as receiving certain shares of Class B units and warrant units in Newco in consideration for providing releases (as described). The verified petition further described that equity holders in a continuing dispute with the companies were not eligible for the rights offering or related consideration described (as described). Assumed liabilities and business continuity. Afiniti's verified petition described that substantially all liabilities of ordinary-course trade creditors and certain vendors would be assumed by Newco and stated that customers would continue to receive uninterrupted services through Newco post-restructuring (as described). Recognition order relief. The Recognition Order recognized the Bermuda proceeding as a foreign main proceeding and granted section 1520 relief, including stay-type protection as to U.S. property, while also granting entrustment of U.S. asset administration to the foreign representative (as described). It then approved the transfer and assignment of the Transferred U.S. Assets and the free-and-clear framework (subject to the explicit carve-outs described above), and included good-faith purchaser findings and protections that make unwinding the closing difficult absent a stay pending appeal (as described).

Equally important, the order included injunction provisions that restricted certain U.S.-forum disputes arising out of the Bermuda proceeding or Bermuda law, with carve-outs for enforcement of the transfer agreements and the recognition order, while also stating that the U.S. bankruptcy court retained jurisdiction over implementation and enforcement of the order (as described). The recognition order included immediate-effectiveness language and relief that is not subject to a stay in implementation, supported by "time is of the essence" findings tied to maximizing the value of the Transferred U.S. Assets (as described). | | | |:--|:--| | Recognition status | Bermuda proceeding recognized as a foreign main proceeding; section 1520 relief applied | | Entrustment | Foreign representative entrusted with administration/realization of U.S. assets | | Transfer approval | Transfer and assignment of Transferred U.S. Assets approved | | Free-and-clear scope | Transferred U.S. Assets transferred free and clear of interests, subject to permitted encumbrances and secured-lender lien carve-outs | | Good-faith protections | 363(m)-style good-faith purchaser findings and appeal-protection mechanics | | Channeling / injunction | Restrictions on certain U.S.-forum disputes tied to the Bermuda proceeding/Bermuda law, with specified carve-outs | | Immediate effectiveness | Order effective immediately; implementation not subject to stay | Table: Recognition Order Relief (Selected)

Timeline. The chapter 15 case proceeded from petition to case closure in approximately three months. The Chapter 15 Petition was filed November 3, 2024 and the verified recognition motion was filed shortly thereafter. The Notice of Closing stated that the Bermuda court held a hearing on the proposed restructuring on November 6–7, 2024, issued a written ruling on November 20, 2024, and entered an order on November 22, 2024 approving the restructuring (as described). The U.S. bankruptcy court entered the recognition order on November 27, 2024 and the transfer closing occurred on December 3, 2024 (as described).

The Foreign Representative later filed a Notice of Full Administration and Proposed Final Decree and the court entered a Closure Order closing the chapter 15 case on February 13, 2025 (as described). The closure order stated that there would be no distributions on account of claims filed in the chapter 15 case and that any proofs of claim filed were of no force and effect, while also providing that prior orders (including the recognition order) remained in full force and effect (as described).

Advisors and stakeholders. The chapter 15 filings identified joint provisional liquidators / foreign representatives, and public law firm announcements describe representation of major stakeholders in the recapitalization. A&O Shearman advised Vista Credit Partners and other secured lenders in the restructuring and noted coordination with Appleby (Bermuda) Limited as Bermuda counsel and Richards Layton & Finger as local Delaware counsel for secured lenders. Cleary Gottlieb represented The Resource Group International Ltd. (TRGI), which was described as a significant shareholder in the recapitalization.

On the company side, post-restructuring reporting described CEO transitions in 2024–2025, including a CEO role held by Hassan Afzal around the time of the transaction closing and later appointment of Jerome Kapelus as CEO. ## Frequently Asked Questions When did Afiniti file its chapter 15 case?

Afiniti filed its Chapter 15 Petition in the District of Delaware on November 3, 2024. The Verified Petition followed on November 4, 2024.

What is a chapter 15 bankruptcy case, and what was Afiniti seeking?

Chapter 15 is a U.S. Bankruptcy Code framework that allows a U.S. bankruptcy court to recognize and assist a foreign insolvency proceeding. Afiniti sought recognition of a Bermuda provisional liquidation proceeding for restructuring purposes as a foreign main proceeding and requested related relief supporting the transfer of U.S.-located assets under a section 363-style framework, as described in the Verified Petition and Recognition Order.

What was Afiniti’s foreign proceeding in Bermuda?

Afiniti's chapter 15 filings described a Bermuda "light-touch" provisional liquidation proceeding pending in the Supreme Court of Bermuda, Commercial Court, with joint provisional liquidators (foreign representatives) Mike Morrison and Charles Thresh, as described in the Verified Petition.

How much debt and liabilities were reported in the filings?

In the verified petition, Afiniti described total funded secured debt obligations of approximately $522.0 million (including principal and PIK interest) and total liabilities of approximately $580.5 million, as of September 30, 2024 (as described).

What did the Delaware recognition order approve?

The Recognition Order recognized the Bermuda proceeding as a foreign main proceeding and granted related chapter 15 relief, including entrustment and stay-type protections as to U.S. property. It also approved and authorized the transfer and assignment of the Transferred U.S. Assets under a free-and-clear framework (subject to explicit carve-outs) and included good-faith purchaser findings and injunctive provisions restricting certain U.S.-forum disputes tied to the Bermuda proceeding (as described).

Did the chapter 15 case provide a distribution process for U.S. creditors?

No. The Closure Order stated that there would be no distributions on account of claims filed in the chapter 15 case and that any proofs of claim filed in the chapter 15 case were of no force and effect (as described).

When did the restructuring transaction close and when was the Delaware case closed?

The Notice of Closing stated that the transfer closing occurred on December 3, 2024 (as described). The court entered the Closure Order closing the chapter 15 case on February 13, 2025.

Who is the claims agent for Afiniti?

Kroll was referenced as the claims agent in the Notice of Closing and Notice of Full Administration.

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