First Mode Holdings chapter 11 filing and global wind-down

Davis Polk is advising Anglo American International Holdings Limited and certain of its affiliates (collectively, “Anglo American”) in connection with the global wind-down of First Mode Holdings, Inc., and its affiliated entities (collectively, “First Mode”). Anglo American is the majority shareholder and sole funded debtholder of First Mode.

On December 15, 2024, First Mode Holdings, Inc. and its subsidiary Synchronous LLC filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. Shortly before the filing, Anglo American executed a restructuring support agreement with First Mode and committed to provide up to $26 million in debtor-in-possession financing during the chapter 11 cases and $29 million in additional funding upon consummation of a liquidating chapter 11 plan. Also shortly before the filing, First Mode entered into a stalking horse asset purchase agreement for the sale of substantially all of First Mode’s assets to Cummins, Inc. for a purchase price of $15 million in cash plus the assumption of certain liabilities. First Mode’s non-U.S. affiliates are expected to wind down on a solvent basis under the laws of their respective jurisdictions.

First Mode is a multinational developer and manufacturer of decarbonization solutions for heavy industry, including ultra-class mine haul trucks and rail freight locomotives.

The Davis Polk restructuring team includes partner Darren S. Klein, counsel Aryeh Ethan Falk and associates Stella (Meng) Li and Lara Luo. The M&A team includes partners William J. Chudd and Daniel Brass and associate Dylan Major. The finance team includes partner Elena Maria Millerman and counsel Welton E. Blount. Partner Corey M. Goodman and counsel Tracy L. Matlock are providing tax advice. Partner Travis Triano is providing executive compensation and employee benefits advice. All members of the Davis Polk team are based in the New York office.