Larry G. Halperin

Practice Focus

Education

University of Pennsylvania Law School, J.D., cum laude, 1987

University of Michigan, with distinction, B.B.A.,1982

Admitted

New York

Memberships

American Bankruptcy Institute

American College of Investment Counsel

Turnaround Management Association

Larry Halperin is a partner in Chapman's Bankruptcy and Restructuring Group, and Co-Office Leader of the firm's New York office.

Larry focuses his practice on financial restructuring of distressed companies, high yield and distressed debt transactions, commercial lending transactions and mergers and acquisitions. He typically represents agents, private funds, investment banks and financial institutions in connection with their investments in, and financing transactions to, mid-cap companies. As part of his M&A practice, Larry has counseled clients who desire to acquire portfolio companies in need of restructuring by acquiring such companies' distressed debt. He has also counseled lenders in connection with an orderly exercise of remedies to achieve a practical, business oriented restructuring solution for the company and the acquiring fund. He also advises clients participating in the global secondary market for troubled and non-performing loans and claims.

Larry speaks at industry conferences on distressed investing and restructuring topics and also lectures to restructuring classes for undergraduate business and MBA students. Larry is also an adjunct professor teaching a corporate restructuring class at the Darden School of Business at the University of Virginia. In addition, Larry has co-authored two case studies, one of which has been published. The case studies highlight restructuring concepts and have been presented in business schools and at industry conferences.

Larry is also a CPA.

Representative Transactions

• Represented a private fund in its acquisition in the secondary market of senior secured loans and executed strict foreclosure resulting in the client owning a portfolio company
• Represented private fund in the acquisition of a leading producer of fresh and processed pork and turkey products
• Represented private fund in its investment in a structural steel fabrication business 
• Represented private fund in the acquisition of an international precision injection molding specialist business
• Represented independent director in connection with a strict foreclosure by senior secured lenders
• Represented private fund in the acquisition of a global manufacturer of complex assembled components and finished products servicing the datacenter, automotive, energy and industrial markets 
• Represented a lender in connection with its bridge loan to a coal company and the restructuring of such loan
• Represented private fund in connection with its bid in a 363 bankruptcy sale
• Represented Agent of four-member syndicate in a restructuring of an integrated temperature controlled logistics services business
• Represented private fund in connection with its investment in a company organized to purchase receivables of a state government 
• Represented private fund in the acquisition of subordinated secured notes of aircraft holdings company 
• Represented private funds in connection with its sale of a trailer company
• Represented mezzanine lender of its purchase of a securitized senior loan to a residential real estate complex
• Represented mezzanine lender in connection with a restructuring of a sausage manufacturer

Publications

• Co-Author, "Second Circuit Reverses MPM Silicones’ “Prime Plus” Formula for Cramdown Interest Rates, Delivering Secured Creditors a Welcome Victory and Resetting Market Expectations," Client Alert. October 30, 2017.
• Co-Author, "Momentive vs EFIH: Second Circuit Splits with Third Circuit on Make-Whole; Keeps Pressure on Lenders to Negotiate Express Make-Whole Provisions," Client Alert. October 30, 2017.
• Co-Author, "Make-Whole Update: Texas Bankruptcy Court Awards Unsecured Bondholders’ ‘Enormous’ Make-Whole Claim, with Interest, Over Solvent Debtors’ Objection," Westlaw Journal Bankruptcy. October 19, 2017.
• Co-Author, "Distressed Investing: New York's Highest Court Holds — a Trade is a Trade," Client Alert. December 29, 2016.
• Co-Author, "Is Momentive Losing Momentum?," Client Alert. November 21, 2016.
• Co-Author, "Credit Bidding: Has the 'Fisker' Threat Subsided?," Pratt's Journal of Bankruptcy Law. November/December 2016.
• Co-Author, "Leveraged Lending Guidelines, New Debt Structures and Pitfalls in Bankruptcy," AIRA Journal. Vol. 30 No. 2, 2016.
• Co-Author, "Make-Whole Update: Delaware District Court Follows New York's Lead in Disallowing Make-Whole Premium in Bankruptcy — Dispute Moves to Third Circuit," Client Alert. February 29, 2016. 
• Co-Author, "Vote More than Once? Numerosity and Possible Reform," Law360. July 24, 2015.
• Co-Author, "Another One Bites the Dust — Energy Future Decision Likely Precludes Future Arguments to Lift the Automatic Stay in the Make-Whole Context," Client Alert. July 23, 2015. 
• Co-Author, "Marblegate II and the 'Tyranny of the Minority' — Another Weapon is Added to Bondholders' Arsenal to Disrupt Exchange Offers and Restructurings," Client Alert. July 8, 2015.
• Co-Author, "Challenges Ahead for Chapter 11 Retained Professionals: The Implications of Baker Botts v. Asarco," Client Alert. July 2, 2015.
• Co-Author, "Change of Control Defaults: Healthways Case May Put Lenders' Protections in Doubt," Client Alert. June 16, 2015.
• Co-Author, "The ABI Commission on Reform of Chapter 11 Final Report: What Secured Creditors Need to Understand," White Paper. June 2015.
• Co-Author, "Does Your Intercreditor Agreement Properly Protect You? Common Mistakes and How to Fix Them — Lessons Learned From the MPM Silicones and RadioShack Cases," Client Alert. May 5, 2015.
• Co-Author, "Can Bankruptcy Sales Be Free and Clear of Unknown Future Claims?" Client Alert. January 27, 2015.
• Co-Author, "I'm a Secured Creditor so I'm Entitled to Default Interest, Right?" Pratt's Journal of Bankruptcy Law. January 2015.
• Co-Author, "MPM Silicones Latest Court to Whittle Away at Secured Creditor Protections: Plan Confirmed Providing Secured Creditors with Below Market Replacement Notes," Client Alert. September 29, 2014.
• Co-Author, "Recent Challenges to Credit Bidding - A New Trend?," Pratt's Journal of Bankruptcy Law. July/August 2014.
• Co-Author, "Distressed Investing - A Trade Is a Trade…but a Fund May Not Be an Eligible Assignee," Client Alert. May 22, 2014.
• Co-Author, "New Challenge to Credit Bidding - Distressed Debt Purchasers Beware," Client Alert. February 12, 2014.
• Co-Author, "Strategies and Limitations of Sponsor Buybacks," American Bankruptcy Institute Journal. January 2014.
• Co-Author, "Sales Rx for Ailing Health Care Businesses: Bankruptcy" The Journal of Corporate Renewal
• Co-Author, “The Restructuring of Danfurn LLC,” Darden School of Business Publishing.
• Co-Author, "Something From Nothing: The Risks to Senior Secured Creditors Posed By a Judgment Creditor."
• Co-Author, "Strict Foreclosure Offers Out-of-Court Alternative to 363 Sales," The Journal of Corporate Renewal.
• Co-Author, "Erosion of Secured Creditors' Rights: Has the Pendulum Swung in Favor of Unsecured Creditors."
• Co-Author, "Enforcement of Creditors' Rights Under the UCC: Is Shareholder Consent Required?" 
• Co-Author, "The 'Second Risk' that Keeps Loan Participants Up at Night." 

Presentations

• Panelist, "Valuing and Restructuring Distressed Companies in the Face of Financial and Operational Headwinds," VALCON 2018. May 16 – 18, 2018.
• Panelist, "Valuing and Restructuring Distressed Companies in the Face of Operational Headwinds," TMA Chicago/Midwest Chapter Event. October 27, 2017.
• Moderator, "Valuing and Restructuring Distressed Companies in the Face of Operational Headwinds," 2017 TMA Distressed Investing Conference. Las Vegas. February 1 – 3, 2017.
• Moderator, "363 Bankruptcy Sales," 2016 ACIC Fall Conference. New York. October 20 – 21, 2016.
• Moderator, "An Interactive Negotiation of a Distressed Company Restructuring," 6th Annual Bank and Financial Institutions Special Assets Forum on Real Estate, C&I and SBA Loans. Chicago. September 15 – 16, 2016.
• Co-Presenter, "Remedies for Distress: Nuances of the 363 Sale Process," LSTA's CLE Seminar. New York. April 19, 2016.
• Panelist, "An Interactive Negotiation of a Distressed Company Restructuring," ABI's VALCON 2016. Las Vegas. March 14 – 16, 2016.
• Panel Moderator, "Lending — Exit Financing and Various Debt Structures," AIRA's 14th Annual Advanced Restructuring & Plan of Reorganization Conference. New York City. November 2, 2015.
• Panelist, "An Interactive Negotiation of a Distressed Company Restructuring," ABI's VALCON 2015. Las Vegas. February 25 – 27, 2015.
• Panel Co-Moderator, "Can We Work This Out?" 2014 ACIC Spring Conference. Chicago. April 25, 2014.
• Panelist, "Distressed Investments: Lessons from the Experts." 2014 TMA Spring Conference. New York City. February 4, 2014.
• “363: Bankruptcy Code Provision or New Ferrari Model?,” 2012 TMA Spring Conference
• "Legal Overview: The Latest Developments in Commercial Bankruptcy Law," 2011 Distressed Debt Conference
• American Conference Institute — 2nd National Forum on Commercial Loans
• 32nd Annual Conference on Securities Regulation and Business Law
• Second Annual Distressed & Turnaround Investment
• Distressed & Turnaround Investment Conference
• "Loan to Own: Exercising Lender Remedies as an Alternative to Bankruptcy," seminar
• "Loan-to-Own Strategies of Hedge Funds and Private Equity Firms"
• University of Michigan Entrepreneur Club

Honors & Awards

• New York Metro "Super Lawyer," Corporate Finance & Securities, 2014 and 2013