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TOBIAS S. KELLER

PARTNER
direct: 415.796.0709
EDUCATION:
  • Harvard College (B.A., magna cum laude, 1985)
  • Stanford Law School (J.D., 1990)
ADMISSIONS:
  • California, including all federal courts
  • U.S. Courts of Appeal for the Third and Ninth Circuits
BIOGRAPHY

Tobias Keller counsels clients in a variety of industries dealing with financial distress, advising on dislocations arising from excessive leverage, uncontrolled litigation, or unanticipated employee or vendor problems, and the governance questions that arise in connection with those challenges.

Mr. Keller’s recent representations with members of the KBK team are varied.

  • Several include several overleveraged, venture-backed technology companies including: a utility-scale solar power developer with over $100 million in funded debt that wound down its operation over an 18-month period; a hardware company in which over $100 million had been invested negotiated a debt for equity swap that substantially deleveraged the company; a software company (also in which over $100 million had been invested) coordinated a “friendly foreclosure” with its lender, keeping most of the team employed and preserving a promising technology; a publicly-traded biotechnology company negotiated down its liabilities and exited the market through a reverse merger; and an e-commerce company used a Delaware bankruptcy to divest one add-on business and sell the core business after completing an auction process led by a leading investment banking firm.

  • Many involve out-of-court restructuring and/or bankruptcy preparation projects for nontechnology companies, including a “household name” retailer in its preparations for chapter 11 cases, a professional services firm in renegotiating its first-lien and mezzanine debt; and a nutritional supplement manufacturer in default of its asset-based loan facility and overextended on trade debt.

  • We have taken on occasional investor representations, including a venture fund that financed and managed a medical device company in its portfolio through a chapter 11 case to address uncontrolled litigation brought by a competitor; and another venture fund that used an involuntary bankruptcy case to assure accountability in a portfolio’s dissolution process.

  • We provide independent director and independent board committee representations for companies going through restructuring, often to help address concerns involving directors and/or management with conflicting loyalties.

  • Two of our representations are contingency matters, one representing a claimant with a significant claim against an entity with assets that appeared be fully mortgaged, and one representing a client that had set aside full exposure for a disputed liability. In each, KBK’s compensation is substantially linked to obtaining favorable outcomes for these clients.

Mr. Keller regularly lectures for organizations on governance, distressed mergers and acquisitions, and various restructuring topics. He is a fellow in the American College of Bankruptcy and has been recognized as a leading lawyer in publications including Chambers USA.

PROFESSIONAL EXPERIENCE
Law Clerk to Associate Justice
Allen E. Broussard,
California Supreme Court
(1990-1991)
Pachulski, Stang, Ziehl & Jones, LLP,
Partner
(2000-2006)
Keller Benvenutti Kim LLP
(Oct. 1, 2013 – present)
Murphy, Weir & Butler PC,
Shareholder (1997 – 2000);
Associate (1991 – 1997)
Jones Day,
Partner
(2006 – 2013)
sPEAKING & WRITING engagements

  • Bankruptcy Hardball (September 2019) – San Francisco, California

  • The ABCs (and DEFs) of Assignments for the Benefit of Creditors (April 2019) – Washington, District of Columbia

  • Standing Guard – Protecting Privilege and Work Product (November 2018) – Webinar

  • What GCs Need to Know About Vendor, Customer and Competitor Bankruptcies (May 2018) – Webinar, and (October 2018) – Live, San Francisco, California.

  • Skipping Priorities in the Post-Jevic World (April 2018) – San Francisco, California

  • Protecting and Elevating Consignment Claims (April 2017) – New Orleans, Louisiana

  • “Lenders Claw Back Some of Their Rights in Minnesota”, Law360 (September 10, 2015) (co-author with S. Stevanovich)

  • Overencumbered Property, Mortgages and Liens: The Section 1111(b) Election (November 2013) – San Jose, and (March 2013) – San Francisco, California

  • Graduate Seminar on Governance Issues Arising in the Zone of Insolvency and Under the United States Bankruptcy Code (January 2012-2014) – Stanford Law School, California

  • Overencumbered Property, Mortgages and Liens: The Section 1111(b) Election (March and November 2013) — San Francisco and San Jose, California

  • INSOL Panel: Doing Distress Investing: Value Funds and Their Impact upon Restructuring (May 2012) – Miami, Florida

  • October 2009, “Counseling The Licensee Through The Licensor’s Bankruptcy”, Business Law News (2007)

  • “In a Real Estate Downturn: Section 1111(b)(2) or Not (b)(2)? That Is The Question”, Business Law News (2009) (co-author with M. Correa)

  • Jones Day Seminar: Impact of a US Bankruptcy on Contracts and Leases (June 2009) – Tokyo, Japan

  • Selected Issues in Cross-Border Bankruptcies and Restructurings (June 2009) – Montreal, Quebec

  • ACG Panel: How to Thrive in a Restructuring Economy (February 2009) – San Francisco, California

  • “Legal Risks for Distressed Claims Traders”, 3 Pratt’s Journal of Bankruptcy Law 115 (July/August 2007)

organizations & groups
  • State Bar of California
  • Fellow, American College of Bankruptcy
  • American Bar Association
  • Member, American Bankruptcy Institute
REPRESENTATIVE ENGAGEMENTS
  • PG&E Corporation and Pacific Gas and Electric Company, USBC, N.D. Cal. (2019-Present) – co-counsel for Pacific Gas & Electric Company in its chapter 11 case, the largest chapter 11 filing in the Northern District of California in over a decade. PG&E, which has over $70 billion in assets and employs over 24,000 employees, filed for bankruptcy in January 2019 as a result of challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018.

  • Imperial Toys, LLC, USBC, N.D. Cal. (2019-Present) – represented DIP financier and successful purchaser of toy company with national presence.

  • Confidential Education Company, Out of Court (2018-Present) – lead restructuring counsel to private, venture backed education company charged with rationalizing its business lines while negotiating with landlords and secured creditor owed in excess of $20 million.

  • SolarReserve, Inc. and SolarReserve, LLC (2018-2020) – lead restructuring and wind-down counsel to developer of utility-scale solar power projects including concentrated solar power and photovoltaic technologies.  Prior to wind down, SolarReserve equipment provided over 100 megawatts out of its pilot sites after obtaining and deploying substantially in excess of $100 million of funding.

  • Confidential Vehicle Manufacturer (2018-2019) – counsel to assignee of electric vehicle manufacturer with complex financing and licensing issues in wind down and sale negotiations.

  • Confidential Nutritional Supplement Manufacturer, Out of Court (2018-2019) – lead counsel to nutritional supplement manufacturer in its restructuring, including negotiating a forbearance of defaults alleged on its first-lien debt in excess of $10 million and managing overextended trade obligations of nearly $20 million.

  • XS Ranch VI, LP, USBC, N.D. Cal (2017-2019) – represented claimant in two-day trial, resulting in award of full claim with interest and attorneys' fees.

  • Peninsula Airways, Inc. dba PenAir, USBC, D. Alaska (2017-2018) – represented successful purchaser of commuter airline operating out of Anchorage, Alaska.

  • Confidential Software Company, Out of Court (2017-2019) – lead counsel to venture-backed software company in negotiating its wind-down budget, wind-down financing package, and terms of a “friendly foreclosure” to first lien lender.

  • Confidential Professional Services Firm, Out of Court (2016-2018) – lead counsel in restructuring of approximately $20 million of first-lien debt and over $30 million of mezzanine (second lien) debt.

  • Delivery Agent, Inc. et al., USBC, D. Del. (2016-2017) – lead counsel for e-commerce company chapter 11 case involving divestiture of one business and sale of the core business to venture lender after auction.

  • Confidential Computer Hardware Company, Out of Court (2015-2016) – lead counsel to venture-backed hardware company in its debt-for-equity swap and debt restructuring of approximately $30 million.

  • Stemcells, Inc., Out of Court (2016) – lead counsel in wind-down negotiations for publicly-traded biotechnology company and coordination of reverse merger (securities work performed by associated firm).

  • In re Fisker Automotive, USBC, D. Del. (2013 – 2015) – lead counsel for Hybrid Technologies LLC as  secured debt purchaser and prospective acquirer.

  • In re Petters, USBC, D. Minn (2010-2014) – co-counsel to hedge funds sued for in excess of $3 billion in trustee’s “clawback” litigation.

  • In re Dreier, USBC, S.D.N.Y.(2010-2014) – co-counsel to hedge funds sued for in excess of $100 million in trustee’s “clawback” litigation; matter settled.

  • In re AFA Foods, Inc., USBC, D. Del. (2011-2013) – lead counsel for national ground beef processor and distributor in chapter 11 reorganization.

  • In re Ampex Corporation, USBC, S.D.N.Y.(2008) – lead counsel to creditors’ committee for technology company bankruptcy.

  • In re Performance Transportation Services, USBC, E.D.N.Y (2007 – 2008) – lead counsel for national auto hauler in its liquidation.

  • In re Education Finance Partners, USBC, N.D. Tex. (2007 – 2008) – lead counsel representing originator, servicer, and syndicator of over $1 billion of private student loans in its wind down and liquidation.

  • In re Healthcentral.com, USBC, N.D. Cal. (2005-7) – lead counsel for chapter 11 liquidation of publicly-traded business-to-consumer internet retailer of prescription, health, and beauty supplies; successfully prosecuted Ninth Circuit appeal invalidating local rule relating to jurisdiction.

  • In re Key3Media Group, Inc., USBC, D. Del. (2003) – lead counsel for creditors’ committee in case involving over $300 million in bond debt issued by leading technology trade show operator.

* Other representations available upon request.

 
 
 
 

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