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Brian S. Lennon is a partner in Willkie’s Restructuring Department and Chair of the Distressed Company Governance practice. Brian has more than 20 years experience representing companies, boards of directors, management teams, investors, private equity sponsors, and creditors in complex transactions and litigations. Brian often advises management teams and boards on corporate governance matters and utilizes his experience from managing investments on the buy side to pursue practical, cost-efficient solutions for his clients. Brian has extensive experience achieving capital structure solutions through out-of-court transactions, including debt refinancings and exchanges, and through chapter 11 proceedings, including through prepackaged and pre-arranged chapter 11 plans. Throughout his career, Brian has worked across a broad array of industries including cryptocurrency, automotive, healthcare, technology, media, cosmetics, retail, oil and gas, coal, professional services, power and energy.   

Experience

Prior to joining Willkie in 2017, Brian was a partner at Kirkland & Ellis LLP.  From 2013 to 2016, Brian was a Managing Director and Associate General Counsel for investment manager Third Avenue Management LLC. Brian began his career in 2003 as Law Clerk to the Honorable Stuart M. Bernstein, Chief Judge of the United States Bankruptcy Court for the Southern District of New York.

Brian is a member of the leadership committee for Catholic Renewal, which is a group of professionals in the corporate restructuring industry committed to providing charitable assistance to those in need, and Brooklyn Law School's Barry L. Zaretsky Roundtable Steering Committee, which is a distinguished group of judges, practitioners, and professors who further the scholarship and legacy of the late Professor Barry Zaretsky.

Brian has advised on the following selected significant matters*:

  • Troika Media Group, Inc. in its financial restructuring after extensive negotiations between Troika, its secured lender, and other stakeholders.  
  • Troika Media Group, Inc.: Representing Troika in general corporate matters.
  • Charah Solutions Inc.: Representing Charah Solutions, a leading provider of environmental services and byproduct recycling to the power generation industry, in connection with its pending acquisition by SER Capital Partners.
  • Cineworld Group plc — Representing the independent directors of the U.S. subsidiaries of Cineworld Group plc in connection with Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. Publicly traded on the London Stock Exchange, Cineworld, the parent company of Regal Entertainment Group, is the second-largest cinema chain in the world, operating over 9,100 screens at nearly 750 cinemas in 10 countries worldwide. Cineworld commenced its Chapter 11 cases with approximately $5.1 billion in funded debt and commitments from an ad hoc group of prepetition lenders to provide nearly $2 billion in debtor-in-possession financing.
  • In re SAS AB: Representing the official committee of unsecured creditors of SAS AB in connection with its chapter 11 restructuring. SAS is Scandinavia’s leading airline, with main hubs in Copenhagen, Oslo and Stockholm, and flights to destinations in Europe, USA and Asia. In addition to flight operations, SAS offers ground handling services, technical maintenance and air cargo services.
  • Von Drehle Corporation.: Represented Marcal Paper, a leading manufacturer of recycled and eco-friendly bath, towel and tissue products and portfolio company of Atlas Holdings, in its acquisition of the business of von Drehle Corporation, a premier provider of quality towel and tissue products for the away-from-home market.   
  • Winc, Inc.: Represented investment banker in connection with contested retention application in chapter 11 cases pending in the District of Delaware.
  • In re Grupo Aeroméxico, S.A.B. de C.V.: Represented the official committee of unsecured creditors of Grupo Aeroméxico, S.A.B. de C.V. and its affiliated debtors in their chapter 11 cases. Aeroméxico is the leading airline in Mexico and prior to the Covid-19 pandemic, it offered approximately 4,000 weekly passenger flights to 42 destinations in Mexico and 41 destinations in the United States, Canada and abroad. Aeroméxico generated $3.1 billion in annual revenues during 2019 and had approximately 14,750 employees and $1.9 billion in funded debt as of its petition date.
  • In re Avianca Holdings S.A.: (Bankr. S.D.N.Y.) Represented the official committee of unsecured creditors of Avianca Holdings S.A. and its 38 affiliated debtors in their chapter 11 cases. Avianca is the largest airline in Colombia and El Salvador and the second largest in Latin America. Prior to the Covid-19 pandemic, Avianca offered passenger services on more than 5,350 weekly flights to more than 76 destinations in 27 countries, and generated approximately $3.9 billion in annual revenues. As of the petition date, Avianca had approximately 18,900 employees and reported outstanding indebtedness of approximately $5.4 billion.
  • Output Services Group, Inc.: Represented private equity sponsor in connection with consensual, prepackaged Chapter 11 cases. Output Services Group is a leading provider of integrated customer communications and engagement services. 
  • Team, Inc.: Represented key investor in Team, Inc. (NYSE: TISI), a global provider of integrated, digitally enabled asset performance assurance and optimization solutions, including in connection with a $50 million delayed draw term loan facility. 
  • Intelsat Connect Finance S.A.: Represented special committee of board of directors in connection with chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Together with its affiliates, Intelsat had nearly $15 billion in funded debt as of its chapter 11 filing. Intelsat operates the world’s largest satellite fleet and provides communication services to making of the world’s leading media companies, telecommunications operations, Internet service providers and the United States government and military.
  • Neiman Marcus Group Ltd LLC: Represented special committee of board of managers in connection with restructuring of more than $5.5 billion in debt and investigation of claims against various insiders.
  • Murray Energy Holdings Company: Represented company’s founder, chairman and chief executive officer in connection with chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Ohio. Prior to its chapter 11 filing, Murray was the largest privately-owned coal company in the United States and had operations primarily in Ohio, West Virginia, Kentucky, Alabama, Illinois, Utah, and Colombia, South America.
  • Glansaol Holdings, Inc.: Represented cosmetics company in sale transaction consummated in connection with chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of New York.
  • Frontier Communications Corporation: Represented Frontier and its 103 debtor subsidiaries as conflicts counsel in their prearranged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. With over $17.5 billion in outstanding funded debt, Frontier’s Chapter 11 cases were among the largest filed in 2020. The company’s prearranged plan, which was confirmed in approximately four months, effected a balance sheet restructuring that reduced the company’s outstanding funded debt by over $10 billion, carried broad stakeholder support, and proposed unimpairment of all general unsecured creditors.
  • totes Isotoner Corporation: Represented company in connection with comprehensive and consensual recapitalization of balance sheet out of court that drastically reduced the company’s debt and provided new funding. totes-Isotoner Corporation is a world leader in the design and marketing of umbrellas, gloves, slippers and other weather-related accessories.
  • Specialty Retail Shops Holding Corp.: Represented members of board of directors of retailer in connection with chapter 11 cases of general merchandise retailer in the United States Bankruptcy Court for the District of Nebraska, including investigation of claims against insiders and sale of optical business.
  • Claire's Stores: Represented ad hoc group of creditors in chapter 11 cases filed in the United States Bankruptcy Court for the District of Delaware. The ad hoc group sponsored a chapter 11 plan of reorganization that eliminated approximately $1.9 billion of debt from the company's balance sheet and provided the company with $575 million in new capital. Claire's Stores, Inc. is one of the world's leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35.
  • Hercules Offshore, Inc.: Represented ad hoc group of first lien lenders in chapter 11 cases filed in the District of Delaware. Organized group and led negotiation of liquidating chapter 11 plan.
  • CGG S.A.: Represented an ad hoc group of senior secured lenders to CGG S.A. and its subsidiaries in connection with a prearranged restructuring through concurrent French sauvegarde, chapter 15, and chapter 11 proceedings. CGG is based in France and globally operates a geoscience services and equipment company supporting commercial oil and gas exploration and production. CGG's prearranged restructuring addressed its over $2 billion in funded debt obligations, including three tranches of secured loans across its capital structure.
  • LINN Energy, LLC: Represented Linn Energy, LLC and its affiliates in its chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. Linn is a leading independent oil and natural gas exploration and production company with operations in 12 states and eight discrete U.S. regions.
  • Southcross Holdings LP: Represented Southcross Holdings LP and its subsidiaries (including Southcross Energy Partners, L.P., a master limited partnership), which provides gas gathering, compression, treating, processing and NGL fractionation and transportation services and had more than $1.4 billion in funded debt and preferred equity obligations. Southcross implemented the restructuring through a prepackaged chapter 11 bankruptcy for the privately-held holding company. This 15-day bankruptcy was one of the shortest chapter 11 reorganization cases in U.S. history.
  • Affinion Group Holdings, Inc.: Negotiated an out-of-court restructuring that reduced the company's debt by approximately $600 million and eliminated $50 million of annual interest expense.
  • Corporate Risk Holdings (f/k/a Altegrity): Led committee of second lien bondholders in connection with negotiation of a comprehensive prearranged plan of reorganization and a $90 million debtor-in-possession financing facility.
  • Liberty Tire Recycling: Negotiated emergency rescue loan and comprehensive out-of-court restructuring effectuated in March 2015. Longview Power: Participated in lender group that negotiated a consensual chapter 11 plan of reorganization pursuant to which the loans were converted into post-reorganization equity. Briefly represented Third Avenue Management LLC on post-reorganization board of directors.
  • Ideal Standard: Led ad hoc group of unsecured noteholders in negotiation of a March 2014 exchange transaction.
  • Reichhold Industries: Led ad hoc group of bondholders in negotiation of complex restructuring pursuant to which the company's U.S. subsidiaries filed for chapter 11 and bondholders consensually foreclosed on a pledge of equity in foreign affiliates. Through the equity position in, and loans to, the foreign affiliates, the group then re-purchased the U.S. assets in a bankruptcy auction allowing the company to remain whole while eliminating a substantial amount of legacy liabilities.
  • Global Geophysical Services: Led ad hoc group of bondholders efforts in chapter 11 case, which included pursuing a litigation strategy to prime the Company's senior lenders through a priming debtor-in-possession financing facility and negotiating a consensual resolution to that litigation.
  • The Great Atlantic & Pacific Tea Company: Represents The Great Atlantic & Pacific Tea Company (A&P) and its direct and indirect subsidiaries in their chapter 11 cases, which were commenced in December 2010 in the United States Bankruptcy Court for the Southern District of New York. A&P employs more than 40,500 people at 395 stores throughout the northeastern United States under six retail banners. A&P listed $2.5 billion in assets and $3.2 billion in debt as of the commencement of the cases.
  • Innkeepers USA Trust: Represented Innkeepers USA Trust, the owner and operator of an extensive portfolio of extended-stay and select-service hotels, in its chapter 11 reorganization. Located in 19 states and Washington, D.C., Innkeepers operated 72 hotel properties under premium brands, such as Marriott, Hyatt, Hilton and others. On October 27, 2011, Innkeepers emerged from chapter 11 following the closing of the $1.02 billion sale of 64 Innkeepers' hotels to a joint venture between the private equity firm Cerberus Capital Management, L.P. and the real estate investment trust Chatham Lodging.
  • Neff Corporation: Represented Neff Corporation, one of the leading equipment rental companies in the United States, in its prearranged chapter 11 restructuring involving approximately $600 million in indebtedness. In October 2011, the Turnaround Management Association selected Neff as its "2011 Mid-Size Transaction of the Year."
  • Visteon Corporation: Represented Visteon Corporation, a Fortune 500 global automotive supplier that designs and manufactures climate, interior, electronic and lighting products for vehicle manufacturers, in its chapter 11 reorganization. Located in 27 countries, Visteon reported $9.5 billion in revenue in 2008 with approximately 31,000 employees. Pursuant to its confirmed plan, Visteon reduced its funded debt by more than $2 billion dollars.
  • NCI Building Systems, Inc.: Represented NCI Building Systems, Inc. in connection with an out-of-court restructuring that included a $250 million equity investment.
  • Hawaiian Telcom Communications, Inc.: Represented Hawaii's leading telecommunications provider in chapter 11 cases in the United States Bankruptcy Court for the District of Hawaii. Hawaiian Telcom's confirmed plan of reorganization reduced the company's total debt obligations by more than $850 million, or approximately 74 percent, and Hawaiian Telcom emerged from chapter 11 with $300 million of debt. The Federal Communications Commission and the Hawaii Public Utilities Commission approved the company's new capital structure in 2010.
  • Leiner Health Products Inc.: Represented Leiner Health Products Inc. and its affiliates in connection with chapter 11 cases filed in the United States Bankruptcy Court for the District of Delaware. Leiner's assets were ultimately sold to NBTY Acquisition, LLC pursuant to section 363 of the Bankruptcy Code for a purchase price of more than $370 million.
  • TOUSA, Inc.: Represented TOUSA, Inc., a leading homebuilder operating in Florida, the Mid-Atlantic, Texas and the West, and 37 of its subsidiaries in connection with chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Florida.
  • Calpine Corporation: Represented Calpine Corporation, a power industry leader, and 271 of its subsidiaries in connection with the administration of their chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of New York. The Calpine case was the largest chapter 11 filing in 2005 and one of the 10 largest cases in history.
  • Wellman Inc.: Represented leading U.S. manufacturer of plastic polymers and fibers in connection with preparation of chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of New York.
  • Le-Nature's, Inc.: Represented manufacturer of bottled water and juice drinks in connection with the preparation and administration of chapter 11 cases in the United States Bankruptcy Court for the Western District of Pennsylvania.
  • Northwest Airlines, Inc.: Represented The Bank of New York, as trustee and mortgagee, in chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York.
  • Falcon Products, Inc.: Represented The Bank of New York, as indenture trustee for $100 million of Notes and as member of Official Committee of Unsecured Creditors, in chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Missouri.
  • American Restaurant Group, Inc.: Represented BNY Western Trust Company, as Indenture Trustee for Senior Secured Notes and Collateral Agent, in chapter 11 cases in the United States Bankruptcy Court for the Central District of California.
  • 21 Fort Washington Realty Management LLC: Pro bono representation of tenants' association in landlord's chapter 11 case in the Southern District of New York.

* Brian advised on some of these matters prior to joining Willkie.

Credentials

Education


Brooklyn Law School, J.D. (cum laude), 2003 Vassar College, B.A., 2000

Bar Admissions


New York, 2004

Court Admissions


United States District Court, Eastern District of New York United States District Court, Southern District of New York United States District Court, Eastern District of Michigan