Brian P. KellyPartner

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Brian Kelly is a corporate transactional lawyer who focuses on representing investment firms and creditor groups in distressed M&A and financial restructuring transactions. He has played a lead role in major in-court and out-of-court restructurings in various industries, including retail, aviation, shipping, energy, infrastructure and media. He has a broad range of transactional experience, including mergers, stock sales, asset sales, exchange offers, consent solicitations, debt-for-equity exchanges, rights offers, joint ventures, equity participations and debt and preferred equity investments. He also advises on corporate law, securities law and general corporate matters, including corporate governance.

Brian has been a lead member of teams advising ad hoc groups, creditors’ committees, debtors, and individual lenders and equity holders in bankruptcies and out-of-court restructurings involving billions of dollars in assets and liabilities. His broad industry experience includes retail, where he worked closely on the restructurings of retailers American Apparel, Mrs. Fields and Blockbuster; energy, where he played a lead role on teams that were actively involved in the restructurings of Quicksilver Resources, Linn Energy and C&J Energy Services; shipping, where he worked closely on the restructurings of Genco Shipping & Trading, Eagle Bulk Shipping and International Shipholding Corp.; and financial services, where he worked closely on certain aspects of the Lehman Brothers bankruptcy, including the sale to Barclays.

Brian’s pro bono service includes playing a lead role on the team advising ACRIA (f/k/a AIDS Community Research Initiative of America) in its merger with Love Heals, and obtaining an O-1 visa for French-Colombian visual artist Claudia Vargas, which enabled Ms. Vargas and her family to remain in New York.

Representative Matters

Brian’s distressed and bankruptcy-related representations include financial restructurings and distressed M&A transactions involving, among others, the following companies:
  • American Airlines (ad hoc noteholder group)
  • American Apparel (ad hoc noteholder group)
  • Blockbuster (ad hoc noteholder group)
  • C&J Energy Services (majority stockholder)
  • Communications Corporation of America (largest lender)
  • Contech Construction Products (noteholder group)
  • Eagle Bulk Shipping, Inc. (debtor)
  • Eastman Kodak Company (official creditors’ committee)
  • Genco Shipping & Trading (ad hoc noteholder group)
  • Granite Broadcasting Corporation (largest lender)
  • Halcon Resources (noteholder group; consent solicitation)
  • International Shipholding Corp. (plan equity sponsor)
  • JL French Automotive Castings (special committee of the debtor’s board)
  • Lehman Brothers (official creditors’ committee)
  • Linn Energy (ad hoc noteholder group)
  • MIG, LLC (ad hoc noteholder group)
  • Mrs. Fields (largest lender)
  • The Newark Group (largest noteholder)
  • NewPage Corporation (ad hoc noteholder group)
  • Next Wave Wireless (the third lien lenders)
  • Quicksilver Resources (ad hoc noteholder group)
  • SH 130 Concession Company (ad hoc lender group)
  • Southern Air Holdings (ad hoc lender group)
  • Syncora Holdings (ad hoc noteholder group)
  • Wastequip, LLC (largest lender)
Brian’s M&A and private equity-related representations include, among others, the following:
  • Towers, Perrin, Forster & Crosby in its mergers of equals with Watson Wyatt
  • Bosque Power Company in the sale of substantially all of its assets to Calpine
  • Representation of a private equity sponsor in its purchase of multiple hydroelectric generation facilities from a public company
  • Representation of a private equity sponsor in its sale of 100% of the equity (trust interests) in a municipal waste-to-energy facility
  • Representation of the mezzanine lender, with respect to its equity co-investment, in a private equity sponsor’s buyout of a Canadian manufacturer

Honors & Awards

  • The Legal 500 United States


  • Member, Business Law Section, American Bar Association
    • Member, Mergers and Acquisitions Committee
    • Member, Business Bankruptcy Committee


  • Co-author, “Debt Exchange Offers in the Current Market,” The Bankruptcy Strategist, July 2009, Vol. 26, No. 9

Admitted To Practice

New York


J.D., Order of the Coif, The Ohio State University College of Law, 2000; Managing Editor, The Ohio State Law Journal

B.S., Miami University, 1993