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Jeffrey R. Manning, CTP: A Good Sport

Jeffrey Manning, © 2017 Jon-Michael Moses, mosesphotoworx.com

Jeffrey R. Manning, CTP, is a managing director of CohnReznick Capital based in the Baltimore office. He has more than 30 years of experience across the corporate recovery marketplace with activities in investment banking, loan workout, operating restructuring, value investing, bankruptcy advising, and loan trading. The 2013 annual Turnaround Atlas Awards global program recognized him as one of the top 100 restructuring and turnaround professionals.

Prior to joining CohnReznick Capital, Manning was a managing director at BDO Capital Advisors. He served previously as CEO of FTI’s investment banking subsidiary. He also led the special situations practice at various Wall Street firms. Early in his career, he focused on restructuring for Dun & Bradstreet and worked in the “special loans” group at Manufacturers Hanover Trust.

Manning is a frequent speaker at industry and university events at Columbia, Wharton, and other institutions, and he authored a chapter for a Thomson Reuters/Aspatore book. He holds an MBA from Columbia University and a bachelor’s degree from Yale University.

Q: What might people who know you only in your professional capacity be most surprised to learn about you?

Manning: I sang for more than 30 years with the University Glee Club (UGC) of New York City. I was blessed with a basso profundo, a deep voice that is also useful in corporate recovery.

I am a large man, so when I work on a case with folks who don’t know me, pretty early in that relationship people find out that I was also an offensive linemen in college, playing for Yale at a time when Carm Cozza’s football teams won five Ivy League titles in six years. Twelve of my teammates played in the NFL. I was proud to be on that team and play for Carm Cozza, who’s in the College Football Hall of Fame.

Being a former college offensive lineman, I can be a little aggressive and get in your face. I warn people, “Don’t be intimidated by that. It’s nothing personal.” That’s been something that over the years I’ve learned to manage and moderate as much as I can.

Q: All smart guys on top of that—a talented group.

Manning: The Yale teams I played for included pretty extraordinary people. In the 1980 athletic guide at Yale—I remember this because I was recently inducted into my high school Athletic Hall of Fame, so I had to give an induction speech—the Sports Information Office noted that the 1980 team, which was my senior season, had 48 high school captains, 66 members of the National Honor Society, 10 valedictorians, five salutatorians, and 14 student body or high school class presidents.

Q: Your musical interests ran parallel to your interests in sports?

Manning: Absolutely. Doing both of them were things that my folks felt strongly about. I was also the world’s worst tenor saxophone player, but it was mostly through my singing that I followed my musical interests. I had parts in all the musicals in high school and even did one in college.

Q: Then you continued with the University Glee Club after you left school?

Manning: I sang as an undergraduate at Yale, but I didn’t come to New York with people who knew about the University Glee Club. I ran into a banker friend of mine whose dad sang, and he introduced me to the UGC.

Q: You stayed with it for more than 35 years?

Manning: Yes, 29 years as a singer, and I remain a retired active member. When I moved from New York to Baltimore, I stayed active for a couple more years. It’s great fun. The caliber of music is quite high, the halls are terrific, the gentlemen are top-notch, and after each rehearsal they do an afterglow, which can be beautiful music or sometimes riotously funny. 

You know the old joke, “How do you get to Carnegie Hall?” The UGC has been around since 1894 and performs twice a year in premier concert venues of New York City. Thus, I have literally had solos at Carnegie Hall, Avery Fisher, and the White House.

Q: When did you perform at the White House?

Manning: It was during a Christmas holiday season during the George W. Bush administration. The president and Mrs. Bush were not in the residence when we were there. It was an incentive program for the military around the District of Columbia. All branches of the military were represented—Air Force, Marines, Navy, and Army—wearing their dress uniforms and accompanied by their wives and dates, and all the ladies were coiffed and dressed to the nines, like those on the Academy Awards red carpet. You could just tell these people were so proud and up for it.

We were just 25 guys singing in the background for their entertainment, but it was a tremendous honor and great to be in that important building. 

Q: Do you have a favorite performance?

Manning: In 1994, at the Centennial Anniversary concert, the University Glee Club sang at Carnegie Hall. Every year, the UGC holds a quartet contest, and my quartet won that year. We kicked off the second half of the program at Carnegie Hall singing Irving Berlin’s “Alexander’s Ragtime Band,” and I had a nice solo line.

Q: How did you gravitate into turnaround/restructuring work?

Manning: Coming out of college I was hired by Manufacturers Hanover Trust in the credit training program, and after two years I was applying to business school—that was the typical pattern in the early 1980s. 

The bank started a new “golden handcuff” program that year whereby it would send select employees to earn an MBA at Columbia Business School on full scholarship—three summers of class work—with an agreement that we would work for the bank for three years. 

Because I was away for those three summers, I could not maintain customer continuity with my clients, so they moved me into Loan Workout at a time when very few “marketing” bankers were sent to work in that department. I fell in love with the “dark side” and realized early on that special situations work is an effective route to financial engineering to preserve the enterprise.

I didn’t go to college with the dream of becoming a corporate recovery professional. It just happened. And now I look over almost 35 years of experience, and it all fits together nicely. Between the transactions I’ve looked at and the talented folks I’ve had the privilege of working with, it’s been a satisfying career and one that I hope I have at least 10 more years to do. In fact, it was the deep talent on the consulting side—professionals like Chad Shandler, Cliff Zucker, and Kevin Clancy—that attracted me to CohnReznick Capital.

When I started, you literally could put all the important restructuring people, all of the important bankers and lawyers—there really weren’t many financial advisors and the chief restructuring officer hadn’t emerged yet—in one conference room, probably in New York City.

Q: What was it that you found so interesting about restructuring?

Manning: One of my first big restructurings was a company called Raymond International, which was a combination of a construction company and Kaiser Engineering. They had merged and taken on too much debt. To service the debt, they were aggressively bidding jobs and losing a lot of money because the jobs weren’t smart assignments to take on.

The decision was made to pursue a good bank/bad bank strategy because there were projects and parts of the company that didn’t make sense, and then there were some strong parts of the company, like the guys in engineering. My boss at the time gave me this thick folder and said, “OK, Manning. You’re the fancy MBA. Go figure out what these securities are worth.” The senior lenders were converting a big pile of senior debt into new senior debt, preferred securities, and equity in both the good company and bad company, and somebody had to make the argument regarding value of those new securities so the regulators could determine if the write-offs were appropriate.
At that moment, I realized that restructuring was a form of financial engineering. This was at a time when most of the folks in loan workout were more like collection guys, and the business was just starting to get a lot more sophisticated in terms of professionals coming into it to provide financial advisory and investment banking services. Wilbur Ross was just establishing himself credibly at that time. Professionals like Tony Alvarez were leaving the accounting firms and starting the early days of what would become Alvarez & Marsal.

At the time, maybe 50 people working for New York money center banks and Bank of America, and a small cadre of lawyers, did most of the large corporate restructurings, and I just thought the work was fascinating. It was also highly entertaining because people would scream and yell and call each other names one instant and be the best of friends in the next. The other thing I really liked about loan workouts was that you’d be arguing one point with one stakeholder, and then another issue would come up and force an absolute change in everybody’s positions so that the person you were yelling at five minutes ago was now arguing on your behalf. I don’t think you’d get that in conventional M&A.

Q: What have been some of your favorite engagements along the way?

Manning: One of the things I am proudest about is that over a 30-plus year career we have saved well over 50,000 jobs. We don’t often have the good fortune to preserve equity stakes, especially during the past decade as senior leverage has materially increased. But as we transition the enterprise into new ownership, those jobs are saved.

In the case of Greek Peak Mountain Resorts, a ski resort/water park in Upstate New York that even got U.S. Sen. Chuck Schumer involved because of the economic importance of that operation to the southern tier of the Empire State, we saved over 1,700 jobs. That makes me proud.

I worked on a bunch, including Cannondale, the bike company; Dial-A-Mattress; SkyMall; and a couple of Memorex Telex reorganizations. Some were quite high-profile. In Raymond International, for example, it was the first time in a workout that someone had to untangle an interest rate swap, and though I was only 24 years of age, I was given the assignment. No one could understand what it was, that first form of derivative, so they gave it to me. I put the position out for bid, got four or five proposals, picked the one that was the best, and unwound the interest rate swap. 

Q: One of the things a lot of people like about working in the industry is the variety, and it sounds like you’ve certainly run into that.

Manning: As I say to people, I’ve had the good fortune to go from train wreck to train wreck, depending on what the troubled industries were. I think you see this with other people, too—that 80 to 85 percent of each restructuring looks the same, and it’s that 15 to 20 percent that is so terribly interesting and different, and that makes the work so fascinating.

Q: If you could start your career over, would you do anything differently? 

 Manning: Over my career, I have been fortunate to try a whole bunch of jobs—with activities in investment banking, loan workout, operating restructuring, value investing, bankruptcy advising, and loan trading.

Early on, getting more exposure to the law would have been useful. When you’re in a formal bank credit training program, you get probably three days of exposure to contract law and some of the provisions, for example, of the Uniform Commercial Code. But having a couple of weeks on the Bankruptcy Code and things you need to know would have been extremely useful because I was learning as I went and not always getting it right. 

Q: When you were starting out, the Bankruptcy Code was pretty new, wasn’t it?

Manning: It is an evolving document. But the best kind of restructuring is one that you can keep out of court. For example, in the last couple of years, I restructured and sold Jamieson Ranch Vineyards, which was a Napa Valley award-winning vineyard on 303 acres. Learning about that business was fascinating. We didn’t have to go to court to get them to evaluate or approve anything. It was all negotiated among the stakeholders.

Q: What role has your TMA membership played in your career?

Manning: I started in loan workout in 1983, five years before TMA was founded. TMA became an important part of making corporate recovery a lot more institutional and professional. At the beginning of my career, we looked to existing management teams to turn around a business, and often they had the completely wrong skill set for the task. The emergence of the chief restructuring officer (CRO), who clearly understands what needs to be done in a turnaround, made a huge difference. In the same way, financial advisors and investment bankers joined TMA to learn the skills necessary to pull off a turnaround—often in a hostile environment when time and money are in short supply.

It has been my privilege to work on two national TMA education initiatives. Working with Mark Indelicato and Janine Figueiredo of Hahn & Hessen, we put together a unit on Section 363 of the Bankruptcy Code, and I worked with a larger committee of talented professionals to create the valuation continuing education e-seminar. 

Funny thing about the latter program was that when we created it, TMA’s external education consultants asked for citations from textbooks for the program. It occurred to me that my professional knowledge about valuation in restructuring came about before any textbooks addressed the subject.

Q: You’ve been around TMA for a long time. Do you find it useful today in a different way than you did early in your career?

Manning: Absolutely. When I started, you literally could put all the important restructuring people, all of the important bankers and lawyers—there really weren’t many financial advisors and the chief restructuring officer hadn’t emerged yet—in one conference room, probably in New York City. People were just starting to trade claims. Maybe banks had started to trade, but not much. There might have been $100 million of dedicated capital looking at special situations assets as opposed to the billions and billions of dollars of institutional money that’s been committed to special situations or special assets investing today.

When I began my banking career, the motto was “all play or no play,” which meant that no lender could be a holdout or a “skunk at the picnic,” trying for a better deal—the workout professionals found a way to reach consensus to rehabilitate the borrower/debtor. The relationship bankers at Manufacturers Hanover were proud of the fact that when their customers got into trouble “Mannie Hanny” stood by them, worked on their problems, and tried to get them out of bankruptcy.

That philosophy has morphed into a culture where many banks don’t have a lot of special assets resources or don’t have a deep special assets culture. It became easier just to sell those loans, get them off their books, and get the regulators out of their hair. I think, to a certain degree, that restructuring culture is coming back, at least a little bit.

Q: What made you decide to pursue your Certified Turnaround Professional (CTP) designation?

Manning: I’m one of the few investment bankers with a Series 24, the FINRA license that enables me to manage securities activities, who also has enough operating restructuring experience to qualify as a Certified Turnaround Professional. I was running FTI’s investment bank at the time, and FTI thought it was important as a strategic or competitive emphasis to make sure their professionals got the CTP designation.

When I had my final interview with the Certification Standards Committee, the folks I was interviewing with said, “Investment bankers don’t have this kind of experience.” I said, “Well, this one has enough experience to qualify for it.” They looked over my materials and my case record, and ultimately agreed. I am proud to have that certification, and it is especially useful if I have to provide expert testimony.

Q: What are you passionate about outside the office?

Manning: My wife Laura and I are blessed with five children, four who are out of college and one who is starting as a college frosh, so parenting has been a major focus. All five of our offspring played or will play college athletics. Starting next year, our youngest son is going to play lacrosse at Ohio State.

Through many weekends, either my wife or I would go wherever the college kids were and watch the college activities, and the other parent would stay home and watch the high school athletic activities. It was just a terrific lifestyle.

We didn’t push our kids into athletics. They all played more than one sport until they got to college, and then they focused on one thing. It was satisfying to see how doing those sports gave them enormous confidence and frankly helped them in the classroom in managing time and doing what they needed to do. It has been great to follow their careers.

Q: I also found it interesting that you prefer sporting clays to golf.

Manning: Good lord, I tried but I never got competent on the golf course. If I do an outing—I get invited once or twice a year—I’m good company. I tip the beer girl. When I get to double par, I pick up. If it’s best ball, I’ll tell them if I had a decent shot that I have two or three in 18 holes, so that’s the one you’d better take. I never got good at golf. I never enjoyed it. It was a lot easier for me to break clays than to tee off, so it became my way to entertain clients—usually it’s a nice walk in the woods. They call it “golf with shotguns.”

I suspect that my biggest problem with golf is that it takes so long and it takes time away from my family. In two hours, you can go out with a couple of your kids in tow and look at 50 birds in a sporting clays set. You move from station to station to try to break clay pigeons from various angles—incoming, outgoing, on the ground, etc.

I had always had an interest, but I didn’t really start until my oldest child was 10 years of age. When each of our kids reached their 10th birthday, we scheduled an outing with an instructor to learn gun safety and the basics of sporting clays. By the time my youngest turned 10, we’d have all five of the kids out with Dad shooting sporting clays. My lovely bride puts up with it. It’s not something she would put at the top of her list, but my oldest daughter and my three sons really love it. There is nothing better than seeing the smile on your kids’ faces when they break the first bird. It’s like that feeling you get when the judge approves your final fee application. 

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