The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Matt Barr, Co-Chair of the Business Finance & Restructuring Department
Matt Barr is co-chair of the Business Finance & Restructuring department (BFR) at Weil, Gotshal & Manges LLP. Mr. Barr has extensive experience leading representations of debtors, secured and unsecured creditors, bondholders, ad hoc groups, private equity funds, acquirers of assets, hedge funds, and other institutions acquiring controlling positions in financially distressed companies in Chapter 11 reorganization cases and out-of-court restructurings both in the U.S. and internationally. Mr. Barr’s engagements have ranged across a wide array of industries, including the retail, telecommunications, chemical, pharma-ceutical, textile, energy, oil and gas, automotive, apparel, manufacturing, project finance, and shipping sectors. Mr. Barr was named among Turnaround & Workouts “Outstanding Restructuring Lawyers—2017” and “Bankruptcy MVP” by Law360 for his role advising on some of 2017’s largest and most high-profile bankruptcies. He has consistently been recognized over the years as one of the nation’s leading restructuring lawyers by Chambers Global, Chambers USA, IFLR1000, Lawdragon, Legal 500, Expert Guide to the World’s Leading Insolvency and Restructuring Lawyers (Legal Media Group), and Super Lawyers, among others. He has contributed to various publications over the years on topics ranging from valuation litigation, in- and out-of-court remedies of creditors, and emergency asset sales, and he has been on a variety of panels. Mr. Barr joined Weil in 2015 from a major international law firm, where he was a senior equity partner.
Describe your practice area and what it entails.
Weil is one of the leading bankruptcy and restructuring firms in the world, and I am proud to be co-chair of the Business Finance & Restructuring department. Weil invented much of what has become standard practice in restructuring, and over the last 45 years, our firm has played a pivotal role in defining this field by offering creative, practical, and thoughtful solutions for our clients.
We have more than 100 dedicated lawyers in our global restructuring group, many of them recognized as leaders in the field. Our group has been described as the “gold standard” of bankruptcy practices and as a “restructuring powerhouse.” Our representations in the U.S. restructuring practice range from top global corporations in mega-restructurings to middle-market debtors. We have served as chief debtors’ counsel in five of the six largest U.S. bankruptcy filings in history, and we continue to have leading company-side roles in many of the most complex and highest-profile cases. Unlike most other large firms, our practice is broad and includes sponsors and creditor representations—including ad hoc groups and official committees of unsecured creditors—and representations of purchasers of distressed assets, among others.
What types of clients do you represent?
Our practice is broad and diverse. From some of the most historic restructurings—including General Motors, Lehman Brothers, American Airlines, and MF Global—Weil continues to play an integral role in high-profile restructurings. In the U.S. alone, Weil has a leading role in more than 10 of the biggest bankruptcies in 2018, including serving as debtors’ counsel on two of the largest filings—Sears Holdings and Catalina Marketing Corporation. In 2019, our practice is flourishing with our representation of PG&E in its Chapter 11 cases with estimated liabilities (including contingent and disputed liabilities) in excess of $50 billion. We also acted as debtors’ counsel to LBI Media, Waypoint Leasing, Claire’s Stores, Westinghouse Electric, Takata, Basic Energy, Tops Holding, Southeastern Grocers, Halcón Resources, Aéropostale, J. Crew, Fieldwood Energy, China Fishery Group, Breitburn Energy Partners, and Angelica Corporation. And we represented the ad hoc group in Cobalt International Energy; served as counsel to Thomas H. Lee Partners and Bain Capital, as debt holder and financial sponsors of iHeart Media; and served as legal advisors to Krayn Wind LLC in connection with the Chapter 11 cases of FirstEnergy Solutions.
We don’t only represent clients who file for bankruptcy, but also do extensive work on restructuring of debt and successful avoidance of Chapter 11. Tweddle Group is just one recent example of that. Weil was honored by the 2018 M&A Advisor Turnaround Awards, winning the “Out-of-Court Restructuring of the Year (over $100 million)” award in recognition of the firm’s groundbreaking work advising Tweddle Group—a middle market, private-equity-owned automotive supplier—in an out-of-court restructuring, pursuant to which the lenders received 100 percent equity ownership of Tweddle Group and an amended term loan facility in exchange for their existing claims.
What types of cases/deals do you work on?
I have represented debtors, private equity funds, hedge funds, ad hoc groups, financial institutions, and secured and unsecured creditors in numerous in-court and out-of-court restructuring matters. I had the opportunity to advise on some of 2018’s largest and highest-profile bankruptcies. These notably included working for Fieldwood Energy in connection with its Chapter 11 case. We designed a strategy to use Chapter 11 to simultaneously acquire strategic assets, equitize over $1.6 billion in debt, and raise $525 million of capital through an equity rights offering in a fully consensual prepackaged restructuring completed in less than two months. In another high-profile matter, I advised Claire’s Stores, in connection with its Chapter 11 cases with liabilities in excess of $2 billion prepetition. I also advised Thomas H. Lee Partners and Bain Capital, as debt holder and financial sponsors of iHeart Media, in connection with the Chapter 11 case of iHeart. And I was counsel to an ad hoc consortium of holders of first lien 2019 notes issued by Cobalt International Energy that raised $500 million in new capital for the company and participated in a $715 million debt exchange.
How did you choose this practice area?
I grew up in a family that was heavily involved in the law. In fact, my father is a bankruptcy attorney and commercial litigator. One of my grandfathers was a district attorney and judge, while the other was a sheriff in Arizona. So I was also very familiar with and comfortable in legal settings. What drew me to bankruptcy and restructuring was the particular way it connects law and business. When I was in law school, it became clear to me that this path would enable me to dive into both in a deeply satisfying way.
What is a typical day like and/or what are some common tasks you perform?
As co-chair of the department, I manage many different projects, working to bring in new business and satisfying client needs all at the same time. I also make sure that associates are staffed on significant matters and that they have access to excellent mentoring and coaching. That makes for many days of very rapid, intense, and exciting activity. Dealing with a sudden flurry of activity is the norm for every attorney in our practice and can bring not just experience helping to create unique solutions for clients but also valuable exposure to clients.
I enjoy that things change from day to day in the BFR group. One day I can be in court, the next in a negotiation session over a restructuring, and the next drafting a pleading or corporate document, or helping on an employment issue. Typically what I plan on doing one day gets interrupted by many other issues that need immediate attention.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
There are no specific courses required to join our practice. We look for people with good judgment who will be able to build and maintain relationships and earn the respect of attorneys and clients alike. All the same, I don’t want to minimize the advantages that come with having some knowledge of and significant interest in business and how companies are set up and operate. Keeping up with the latest topics, views, and developments in the restructuring world is very helpful. Weil’s award-winning Bankruptcy Blog contains such insightful thought leadership.
What is the most challenging aspect of practicing in this area?
The combination of short deal turnaround time and complexity of the matters we handle is probably the biggest challenge, but this is also what keeps us motivated and draws us to this type of work. Lightning response to fast-moving developments in a restructuring matter is a necessity, since the company’s chances as a continuing enterprise often hinge on getting a deal in place before its business suffers irreparable damage. Simultaneously, we find that the creativity needed to bring these matters to a successful conclusion makes our practice area especially exciting.
What do you like best about your practice area?
The scope of our experience is probably the best thing about our practice. Our range and depth developed from our having been the firm that invented what is now standard practice—using restructuring and the bankruptcy system as a way of restoring large distressed companies to long-term viability and also creating the tools for selling large, complex businesses. That required constant innovation and an entrepreneurial spirit that we continue to prize today.
What misconceptions exist about your practice area?
One of the biggest misconceptions is that our business finance and restructuring clients are doomed to file Chapter 11. We do extensive out-of-court restructurings and successfully advise clients who never file or become the new owners of companies that never file. Another misconception is that our focus is solely on the debtor engagements. However, our creditor and sponsor engagements have become more robust and public.
As I mentioned, since my father is a bankruptcy attorney, I knew a lot about the practice and had him as a great resource. One thing I wish I had known, though, is that we all have to remember we aren’t just reorganizing companies and having clients make financial decisions. These decisions affect so many others—employees, vendors, and suppliers, to name just a few.
What is unique about this practice area at your firm?
Weil offers a level of expertise that very few firms can match in the field of bankruptcies and restructurings, and we have shaped the modern restructuring field. Our culture has grown out of that deep experience. The collaborative spirit among our attorneys is extremely high. It’s a supportive, cooperative atmosphere. Our practice welcomes new talent; trains associates well; and values innovative, entrepreneurial thinking. Chambers USA, which has noted our “creativity” and skill, named our practice 2018 “Bankruptcy Team of the Year.” Our team is so cohesive that we have won Law360’s “Bankruptcy Group of the Year” for nine straight years, being honored every year since the inception of the awards. Also, in 2018, our firm was recognized by the Financial Times’ North America Innovative Lawyers Report for advising Fieldwood Energy in its restructuring and Takata in its global restructuring and asset sale. We also earned eight M&A Advisor Turnaround Awards and eight Turnarounds & Workouts Successful Restructurings awards in 2018.
One of the reasons I joined Weil is that the practice has decided to enter new markets on the creditor side, where I have a lot of experience. Whether it’s with secured lenders, unsecured creditors, official committees of creditors, ad hoc groups of creditors, or other parties in interest, Weil has been able to assist its clients in maximizing value over the last few years by developing customized strategies and creative solutions to meet their goals.