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Robert T. Honeywell

Of Counsel
Fax +1.212.536.3901
Robert Honeywell is of counsel in the restructuring and insolvency group of K&L Gates’ New York City office. He has over 25 years of experience in both structured finance and bankruptcy litigation: “bankruptcy-proofing” lending and M&A deals against possible later bankruptcy attack -- with a special emphasis on the U.S. Bankruptcy Code’s safe harbors and bankruptcy clawback and recharacterization risks -- and litigating those attacks when they happen, at both the bankruptcy court and appellate levels. He also provides bankruptcy closing opinions (true sale and non-consolidation) and works closely with K&L Gates’ securitization, real estate, energy and supply chain teams to design special purpose entity (SPE) structures for maximum protection for contracts and collateral and, where appropriate, “true sale” accounting treatment. Where deals involve cross-border aspects (for example, a mix of U.S. and non-U.S. entities in holding company structures, or foreign counterparties working with distressed entities in the U.S.), he advises on U.S. bankruptcy litigation risks and, where needed, litigates to defend foreign projects from the reach of U.S. bankruptcy courts. He has also advised on asset purchases out of bankruptcies, and on broker-dealer collateral custody issues under the SIPC statute and UCC Article 8, including in litigation before the U.S. Court of Appeals for the Second Circuit.

Notable defense work in bankruptcy clawback litigation includes adversary proceedings in the Chapter 11 cases of Tribune and Lyondell (representing investment managers and funds against fraudulent transfer claims for LBO payments); Arcapita Bank (representing Islamic banks protecting their setoff rights in shari’a-compliant financial contracts); and Adelphia (representing bank defendants against fraudulent transfer claims). Notable Chapter 11 restructuring work includes participation in the successful reorganizations of UniCapital, a leasing and aircraft finance company (for the debtor); Avianca Airlines, the Colombian national airline (for the creditors’ committee); and Global Crossing (as conflicts counsel for the creditors committee, and for a creditors’ sub-committee investigating intercompany clawback claims).

Professional Background

Prior to joining K&L Gates, Mr. Honeywell served as of counsel in the commercial, securitization and bankruptcy departments in large firms in New York and Houston.

Speaking Engagements

  • “How Safe Are the ‘Safe Harbors’?: A Look at the Development of Section 546(e) and New Questions After the Supreme Court’s Decision in Merit Management,” with Hon. Michelle M. Harner (U.S. Bankruptcy Court, District of Maryland), Eric R. Goodman (Baker Hostetler), and Brian D. Koosed (K&L Gates). National Conference of Bankruptcy Judges webinar
  • “How Safe are the ‘Safe Harbors’?: How to Protect Your Investment Funds and Trades From Bankruptcy Clawback After the Supreme Court’s Recent Merit Management Ruling,” with Brian D. Koosed, Ryan M. Tosi, and David A. Mawhinney. K&L Gates webinar (D.C., New York, Boston)
  • “Managing Credit Risk in a Post-Lehman World: Protecting Investment & Finance Transactions Against Potential Bankruptcy Fallout,” K&L Gates webinar and live presentation (D.C., New York, Boston)
  • “Best Practices for Achieving a Successful Workout,” 2nd Annual LatinFinance Conference on Corporate Restructuring, Turnaround Management & Distressed Investing in Latin America (New York)
  • “Look Before You Leap: Tips from a New York Bankruptcy Lawyer Before Jumping into the U.S. Market,” IBEF SP Seminário: Nova Lei de Falências (São Paulo)
  • Currently representing multiple investment advisers and funds in the multi-year bankruptcy litigation seeking to claw back shareholder payments in the Tribune leveraged buyout (LBO). Previously represented investment advisers and funds in the Lyondell LBO clawback litigation, which was successfully dismissed.
  • Currently representing two Bahraini banks defending against clawback litigation in the New York bankruptcy of Arcapita Bank, including on the grounds of applying the U.S. Bankruptcy Code’s safe harbors to the banks’ setoff remedies for Islamic finance contracts under Bahraini and shari’a law.
  • Represented Amazon.com in protecting its setoff and recoupment rights in various vendor contracts in the Sears bankruptcy, including negotiation of protection language in the Section 363 order approving its asset sale.
  • Advised international electronics company on restructuring its global supply chain to protect against potential bankruptcy risks of counterparty vendors.
  • Represented municipality in the $1 billion sale of its utility and a related long-term hydroelectric power purchase agreement (PPA), to protect against potential counterparty bankruptcy issues.
  • Advised investor in renewables PPAs on potential bankruptcy jurisdictional and contract rejection issues in the Pacific Gas and Electric (PG&E) bankruptcy.
  • Advised renewables power company in its purchase of wind turbines out of the SunEdison bankruptcy.
  • Represented World Wrestling Entertainment in its purchase of its Connecticut headquarters in a Section 363 auction in the Newbury Common bankruptcy.
  • Advised international bank on the out-of-court restructuring of a $2 billion syndicated lending facility to the Noble Group, a global commodites trading company.
  • Advised global telecommunications equipment supplier on the restructuring of its foreign receivables financing facilities for purposes of “true sale” accounting treatment (under GAAP and FASB 140) in its consolidated financial statements.
  • Advised broker-dealer on collateral custody for its electronic trading platform, for purposes of protecting its foreclosure rights under the SIPC statute and UCC Article 8.
  • Represented international bank in multi-year complex litigation in the Chapter 11 bankruptcy of the Adelphia cable company. On the team that successfully moved to dismiss over $3 billion in fraudulent transfer clawback claims against the client and other banks, and obtained affirmation of the dismissal on appeal to the Second Circuit Court of Appeals.
  • Advised international financial client regarding potential exposure and protections against possible clawback claims from the General Motors bankruptcy.
  • Represented various investors with derivatives positions in the Lehman Brothers bankruptcy. Assisted with analyzing their termination remedies, bankruptcy claims and recovery of their collateral from failed Lehman contracts, including the prosecution of a SIPA customer claim for swap collateral to the Second Circuit Court of Appeals.
  • Represented international bank in analyzing its swaps and repo contracts and exercising its termination remedies in connection with various counterparties during the collapse of the U.S. mortgage market.
  • Represented investment advisers to funds that invested with Bernard Madoff. Assisted with analyzing their recovery prospects and defenses to potential clawback claims by the liquidating trustee in the Madoff bankruptcy.
  • Represented international investment adviser in analyzing the collapse of Bear Stearns offshore subprime funds and advised on remedies in related Chapter 15 bankruptcy proceedings.
  • Represented international bank in renegotiating a $212 million loan secured by a 55,000-acre real estate project, then later enforcing default remedies in state court and in a Chapter 11 bankruptcy case. On the team that obtained a rare dismissal of the bankruptcy case only one month after its filing.
  • Represented international bank in restructuring a $106 million loan secured by a golf resort hotel, including renegotiation of the management agreement with a national hotel chain and the redrawing of covenants and common areas with the adjacent golf resort and residential project.
  • Successfully managed the Chapter 11 bankruptcy reorganization of UniCapital, a national leasing and finance company with 119 subsidiaries. Advised executive management on company operations from pre-bankruptcy negotiations through the conclusion of the bankruptcy case by transferring all assets to the secured lender.
  • Represented a committee of North American bondholders in investigating intercompany clawback remedies and negotiating the successful Chapter 11 bankruptcy reorganization of Global Crossing, through an asset sale to Singapore-based ST Telemedia. Represented all unsecured creditors, as conflicts counsel for the creditors’ committee, in negotiations with Carl Icahn/XO on an alternative purchase bid.
  • Represented the committee of unsecured creditors in negotiating the successful Chapter 11 bankruptcy sale of Avianca, the flagship airline of Colombia, to the Brazil-based Synergy company.