The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Naomi Moss focuses on in- and out-of-court restructurings, with an emphasis on bondholder committees and creditors’ committees in large, complex cases. Naomi represents debtors, official and unofficial committees of unsecured creditors, secured lender groups, debtor-in-possession lenders, institutional investors, hedge funds and acquirers of businesses and assets. Naomi served as an intern to the Honorable Robert E. Gerber, former United States Bankruptcy Judge for the Southern District of New York.
Chance Hiner is an associate in the firm’s financial restructuring practice. Prior to joining Akin Gump, he was a law clerk to the Honorable Harlin D. Hale in the U.S. Bankruptcy Court for the Northern District of Texas. Chance’s practice focuses on financial restructuring matters. He represents debtors, official and unofficial committees of unsecured creditors, secured creditors, debtor-in-possession lenders, hedge funds and acquirers of businesses and assets in Chapter 11 cases of all sizes and complexity, as well as in connection with out-of-court restructurings.
Describe your practice area and what it entails.
Naomi: Financial restructuring is a dynamic and complex practice that includes both transactional and litigation work. Akin's Financial Restructuring practice has an international reputation for representing significant business entities requiring financial reorganization or advice in connection with debt restructurings. We have represented creditors’ committees and secured creditors in hundreds of major restructurings. We have also represented well-known companies in their chapter 11 proceedings. Creditors and debtors alike turn to our team to devise creative solutions that bridge competing interests and help our clients achieve their goals.
Chance: Financial restructuring is a complex practice. In the simplest form, financial restructuring revolves around bankruptcy. In practice, financial restructuring encompasses all things related to distressed debt, including distressed mergers and acquisitions, debt exchanges, and other out-of-court arrangements between distressed companies and such companies’ major creditor constituencies.
What types of clients do you represent?
Naomi: I have played leading roles representing ad hoc committees of funded debt holders in some of the most complex chapter 11 cases, including Frontier Communications, Inc.’s $17 billion balance sheet restructuring, and Sungard Availability Services—the fastest-resolved case ever in the Southern District of New York.In Sungard, I co-led the representation of a crossover group of secured and unsecured lenders in negotiations with the company, which resulted in “prepackaged” chapter 11 cases. In May 2019, Sungard filed for chapter 11 seeking to (i) reduce its debt by $800+ million and (ii) obtain $100 million of new liquidity. The plan was confirmed and Sungard emerged a mere 19 hours later. In addition to representing informal lender groups, I have played leading roles counseling official committees of unsecured creditors, including most recently in Diamond Offshore Drilling, Inc.’s free-fall chapter 11 cases resulting in 100% recovery for general unsecured creditors. I also represented the official committee of unsecured creditors in iHeart Media’s chapter 11 cases. I have also represented chapter 11 debtors, including, but not limited to, GTT Communications, Inc. and Sanchez Energy.
Chance: I have advised an ad hoc group of bondholders of CSI Compressco LP in connection with the company's exchange offer for certain newly issued notes; represented Martin Midstream Partners L.P. and one of its subsidiaries in the restructuring of their 7.25% Unsecured Notes due 2021, which involved an out-of-court exchange offer and tender offer and the contemporaneous solicitation of votes on a prepackaged plan of reorganization; represented Texas-based Hospital Acquisition in their chapter 11 bankruptcy cases; and, represented the Restructuring Committee of Remington Outdoor Company, Inc. and certain of its affiliates in connection with the development, structuring and implementation of a restructuring of the company and its affiliates.
What types of cases/deals do you work on?
Naomi: I work on a mix of in- and out-of-court restructurings. Depending on the representation, our involvement may commence with pre-bankruptcy planning or negotiations and continue through post-commencement of chapter 11 cases. All my matters involve restructurings of corporations across different sectors, and differ depending on whether the company is seeking to effectuate an operational or financial restructuring.
Chance: Debtors, official and unofficial committees of unsecured creditors, secured creditors, debtor-in-possession lenders, hedge funds and acquirers of businesses and assets in Chapter 11 cases of all sizes and complexity, as well as in connection with out-of-court restructurings.
How did you choose this practice area?
Naomi: I served as an intern to the Honorable Robert E. Gerber, Bankruptcy Judge for the Southern District of New York while I was in law school. That experience—in particular, the fast-paced nature of cases and interplay of different areas of law—pushed me to love the practice area. I went on to get an LL.M. in bankruptcy after I received my J.D.
Chance: In law school, I was lucky enough to have a federal bankruptcy judge as a mentor, and was also lucky enough to clerk for him after graduating law school. The subject matter always kept me intrigued and engaged, and after constant exposure to the practice and seeing what it entails, I knew it would be a good fit.
What is a typical day like and/or what are some common tasks you perform?
Naomi: The tasks I perform vary depending on the stages of the cases I am working on and the particular needs of those cases. For example, when I represent an ad hoc group in the early stages of a restructuring, my tasks often involve getting up to speed with respect to information regarding the company in question and working with the clients to develop potential restructuring alternatives. When I represent a company, there is a lot more administrative work and contingency planning. Given that this is an emergency-driven practice, there are no “typical” days and I regularly need to shift focus to address time-sensitive issues that arise.
Chance: It is fast moving practice with ever-changing circumstances, so the answer is that it depends. A lot of emails, phone calls, and Zooms to make sure the deal is still moving along. There will often be side research projects, or sometimes you are tasked with drafting a substantive pleading. It could be that you have to coordinate hearings, and other times you have to prepare to present in court. I think the day to day really depends on the particular deal you are on, the people you are working with, the timeframe, and a whole host of other factors that will drive the deal and the work streams involved.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Naomi: Doing an internship for a federal bankruptcy judge was a tremendous experience for me. It helped me to understand the “big picture” perspective of each matter. Financial restructuring is a unique practice in that a broad range of skill sets are utilized, allowing attorneys to develop their own practice styles. Thus, most of the necessary skill sets will be developed on the job itself.
Chance: At a minimum, take a bankruptcy course in law school. And as a benefactor, I speak very highly of the bankruptcy clerkship experience. But there are plenty of self-learning opportunities that are much more accessible—browse articles on current trends, read law review articles, skim the Bankruptcy Code, or attend a seminar or CLE program. I also think it is helpful to talk to a practitioner, and much of what I have learned is from being in the same air-space as other attorneys in this practice.
What do you like best about your practice area?
Naomi: The interplay of many different areas of law. This is unique to financial restructuring and keeps it interesting. It is a dynamic practice that is extremely fast paced. This allows young attorneys to develop early and truly make an impact.
Chance: The people. That starts first with colleagues at Akin, which I cannot say enough good things about, but also extends to all others in this practice. The financial restructuring community is surprisingly small—seeing the same people over and over lends to meaningful professional relationships and, for the most part, cordial dealings.
What misconceptions exist about your practice area?
Naomi: That filing for chapter 11 is a bad thing.
Chance: That bankruptcy is bad. It is a common misconception, but bankruptcy is a useful tool that distressed companies can use that results in favorable outcomes for not only the company itself, but many of the other parties involved. Bankruptcy provides a collective forum to strike mutually beneficial deals in spite of dire circumstances, and I think the stigma around bankruptcy is misplaced.
What is unique about your practice area at your firm?
Naomi: What is most unique about financial restructuring is the ability for practitioners to set their own course. It is not a “cookie cutter” practice. As a result, young lawyers, like myself, have the ability to promote their own practice style and shine as individuals. I truly believe that this is unique to this practice area and allows younger lawyers to make names for themselves amongst the giants in the industry. The Financial Restructuring practice at Akin is especially unique due to the collaborative nature of our matters, which typically involve multiple practice groups across the firm. Because we staff leanly and rely on our deep bench of attorneys, junior attorneys are often given the opportunity to play lead roles on high profile restructuring matters. Given the expedited pace of restructuring matters and the collaborative nature of the financial restructuring practice at Akin, all of our cases truly are team efforts.
Chance: Our Financial Restructuring practice touches every other practice group. Financial restructuring is a practice that manages to touch on every major sector of the law—corporate, litigation, tax, labor, regulatory, etc. Deals often involve several different teams from several different practice groups all coordinating together to reach the desired outcome.
How do you see this practice area evolving in the future?
Naomi: I see a continued focus on prepackaged restructurings that reduce the amount of time a company spends in chapter 11. Given the significant costs attendant to most Chapter 11 cases, negotiating the terms in advance can save both time and money.
Chance: Hard to say. I think financial restructuring is such a unique practice that it will continue to evolve out ahead of everything else. But what that looks like will most likely be driven by the market and its cyclical nature—financial restructuring is an adaptive practice meant to handle the ebbs and flows of the market and will continue to evolve in a dynamic way to accommodate market demands.