Bailey & Glasser LLP

Attorney

MARC R. WEINTRAUB Attorney

Bailey & Glasser LLP
360 Central Avenue
Suite 1500
St. Petersburg, FL 33701
T: 727.894.6745
F: 727.894.2649

209 Capitol Street
Charleston, WV 25301
T: 304-345-6555
F: 304-342-1110

Marc Weintraub, managing partner of the Florida office of Bailey & Glasser, LLP, is a senior, successful business attorney specializing in the negotiation and documentation of large domestic and international transactions. Weintraub is trusted legal counsel to several major businesses, both domestically and foreign controlled. Marc serves as legal counsel and a non-voting member of the board of directors of the AREAA Global, the business division of the Asian Real Estate Association of America.

Weintraub joined Bailey & Glasser after making partner at another large West Virginia firm because Bailey & Glasser encouraged the kind of entrepreneurial spirit that drives him. Weintraub established the firm’s Florida office in 2015.

At Bailey & Glasser, Weintraub has concentrated on negotiating multi-million-dollar investment deals between foreign nationals and American businesses. His specialization is in foreign direct investment in the United States. He’s worked on development agreements in the U.S., Latin America and the Near and Far East. He has also done substantial work in energy transactions, project finance, economic development and real estate development.

Weintraub is a member of the Charleston Advisory Board for MVB Bank where he has recruited large investors and sourced loan and large deposit customers. He spent more than 10 years on the Charleston, West Virginia City Council chairing the city’s Urban Revitalization Committee and serving on the finance committee (overseeing a nearly $100 million budget) and Mayor Danny Jones’ leadership team.

Weintraub received his law degree from the University of Maine School of Law in 1999, making the Dean’s List all three years and winning the prestigious Alumni Award. He also holds a Master of Arts in Higher Education Administration from New York University. He received his Bachelor’s from Union College in Schenectady, N.Y. where he was also on the Dean’s List.

Foresight Energy Bolt-On Financing

We served as counsel to the issuer in Foresight Energy LLC’s $200 million bolt-on financing.

Foresight Energy Refinancing

We served as counsel in Foresight Energy, LLC’s $690 million refinancing.

Colt, LLC

We were lead counsel for Colt, LLC’s sale of $255 million in coal reserves.

Macoupin Energy, LLC

We were lead counsel for Macoupin Energy, LLC’s sale/leaseback of $143.7 million in coal reserves.

Adena Minerals, LLC

We were lead counsel for Adena Minerals, LLC’s sale of coal and transportation assets in return for a significant percentage of Natural Resource Partners, LP (NYSE: NRP) and a 22% interest in NRP’s general partner.

Raven Energy LLC

We were lead counsel for Raven Energy LLC with respect to a $185 million financing for capital improvement projects at the Convent Marine Terminal.

Foresight Reserves, L.P.

The firm served as lead counsel to Foresight Reserves, L.P., in the sale of a non-controlling 50% interest in its subsidiary Foresight Energy L.P. (NYSE: FELP) to Murray Energy Corporation for $1.375 billion.

Foresight Reserves, L.P. Initial Public Offering

The firm served as counsel to Foresight Reserves, L.P., in the $2.4 billion initial public offering of common units of its subsidiary Foresight Energy Partners, L.P. (NYSE: FELP)

Foresight Energy LLC

The firm was counsel to Foresight Energy LLC in connection with its $1.55 billion refinancing, involving a bond, term loan and revolver combination.

Cline Group

The firm provides legal counsel and advice to the Cline Group, a group of related investment companies based out of Palm Beach, Florida, on contracts, mergers and acquisitions, and corporate governance.

Bar Admissions
West Virginia, 1999
New York, 2011
Washington, 2011
Florida, 2015

Government Experience
City Council, City of Charleston, West Virginia, 2002-2013
– Chair, Urban Revitalization Committee
– Member, Finance Committee, Planning Committee
Publications Director, City of New York Campaign Finance Board

Memberships and Affiliations

AREAA Greater Tampa Bay, Founding Board Member 2015 to 2018

AREAA Global, Legal Counsel and Non-Voting Member

Adjunct Professor of Business Law and Ethics, West Virginia University Executive MBA Program, 2004-2011

Publications
Securities Concerns in the Offering of Interests in Oil and Gas Investments, 26 Energy & Min. L. Inst., ch. 15 (2005)

Prior Experience
Steptoe & Johnson PLLC, Charleston, West Virginia
– 1999-2005, Associate
– 2006, Partner

Court Admissions
U.S. Court of Appeals for the Eleventh Circuit
U.S. District Court for the Southern District of West Virginia
U.S. District Court for the Northern District of West Virginia
U.S. District Court for the Southern District of Florida
U.S. District Court for the Middle District of Florida
U.S. Bankruptcy Court for the Middle District of Florida
U.S. Bankruptcy Court for the Southern District of West Virginia
U.S. Bankruptcy Court for the Northern District of West Virginia

Q: What cases are keeping you busy these days?

A: Managing litigation matters and business transactions for Phillips Machine and preparing for an important trip to China later this month.

Q: I know you’ve done some work for Foresight Energy, can you talk about how you came to work with them?

A: In the late 1970s, the Clean Air Act shut down high sulfur coal mining in Illinois. And Chris Cline, our biggest client, saw early on that there was a future for those mines if you installed billion-dollar scrubbers. He went and bought up huge swaths of Illinois coal reserves and now runs one of the most successful coal mining companies in the country.

I was sent to Illinois to get economic incentive deals put together to get the coal mines going. The first set of mines I worked on are near Marion, and the second set by Hillsboro. I worked on several deals around Hillsboro that were pretty complicated and had me in Southern Illinois twice a month for awhile. There were two complicated parts: the financing and the zoning in the city of Hillsboro. You almost never ever have a coal mine in city limits. And it just so happened this coal mine’s portal would be set in Hillsboro.

The City was very cooperative and wanted the jobs. But as local politics like that are apt to be, it got very complicated when some locals with an unrelated axe to grind decided to pitch a personal battle. It all turned out all right in the end.

Q: And you went from helping open coal mines in Illinois to doing deals for Chinese entrepreneurs? That sounds like an interesting story.

A: As I wrapped up the major work on getting the coal mines going, what I was able to do was shift my focus towards really trying to diversify our firm’s business and corporate practice. I started going to China in 2002 when I adopted my daughter, from Shanghai. We spent a month there, and I saw a lot of China and recognized it was the economic Wild West.

I really wanted to be involved. So I went back in 2004 and 2006. I almost took a job in China in 2006 but it wasn’t the right move for our family. Instead, I moved from Steptoe & Johnson, where I had just made partner, to Bailey Glasser, which is a very entrepreneurial firm.

This is a place where the lawyers are strongly encouraged to go out and build innovative businesses around their training and licenses. And I advocated for growing the corporate practice by focusing on China.

Q: How did the practice come together?

A: Brian Glasser went to China in 2008 for the Olympics and came back and said, ‘Wow, we need to do this.”

The business plan had two components. We had to hire Chinese nationals with U.S. law degrees because the macroeconomic studies showed capital flowing out of China into the U.S. and Europe. That’s the niche we wanted to fill. We were really good at representing entrepreneurs already, so we wanted to represent Chinese entrepreneurs.

Q: And how did you avoid the mistake of looking to set up office in China and try to get inbound Chinese investment?

A: I felt that piece of the China market, if not saturated, was one that was better served by folks out of New York, DC, LA and San Francisco. My view was that was a big firm practice. But I also knew it would be hard for those major international law firms to go to smaller places in China; to take the time and make the investment to develop the relationships to get people to literally trust us with tens of millions of dollars in America.

So the major law firms were interested in state-owned entities, and making major connections in Beijing and Shanghai. I thought if we could get off the beaten path a bit, we could make some hay.

So starting in 2002 and even before that, every opportunity I had to meet with someone Chinese I would take that opportunity, and maintained all those contacts. After we hired our first Chinese national lawyer in 2009, we sat down and made a list of all our contacts, and let everyone we knew know what we wanted to do. And a couple people popped up and said they wanted to help us.

One of those people was a guy involved in helping Chinese companies make foreign investments. He asked us to host him and a group at Christmas 2009 in New York, and that they’d return the favor.

We did that and in early 2010, he hosted us for 10 days. He took us to see a different entrepreneur every morning and afternoon. We met our first client in a hotel lobby; he knew what company he wanted to buy in the U.S. but couldn’t get a visa to come to America to visit the company and do his due diligence. I just stuck my chest out and said ‘No problem.’

Q: Were you able to help him?

A: The wonderful thing about West Virginia is it’s so easy to get contacts with the most powerful politicians here. Senator Robert Byrd was still alive then, and I knew I could call and get them to put pressure on the State Department to issue a visa. But it did not work.

For my client’s second interview for his visa, we got him a letter from Senator Byrd. And they still rejected him!

So now I’m getting embarrassed and angry. We got him set up for the third interview, got him more letters from the West Virginia congressional delegation, as well as Washington state, where the target company was located. And I made contact with the U.S. consulate in Shenyang. I said he’s coming in, and I hope you’ll grant the visa, but just to make sure things go right, I am flying to China and will be there.

And the guy said ‘you’re not allowed to come to the interview,’ and I knew that. But I told him that my client’s interview was Wednesday morning. And I knew the U.S. Consulate has opening hours for all U.S. citizens on Wednesday afternoon. So if he got his visa, I’d need to spend that afternoon and evening with my client; but if he didn’t, I felt certain I’d be at his office.

So lo and behold, he got his visa. And this practice has been like a dog catching a bus ever since.

Q: Did your client buy the business? And can you talk a little about how you develop business in outlying regions of China?

A: He did. He’s based in Anshan, a ‘little’ city of 3 million. It’s been a highly successful investment for him; he acquired a new line of business that can be very successful in China.

We target the second- and third-tier cities in China. Their economy has been going gangbusters for over a decade. The smart entrepreneurs there early on figured out business models within that changing economy. One of the common traits I have noticed about many of these successful entrepreneurs is their uncanny ability to deal with change. Change doesn’t bother them at all. They relish and opportune in it. Their life has been one of consistent and constant change as China has developed. The downside is they’re not big planners and they are not focused, as U.S. entrepreneurs are, on one-, three- and five-year plans.

There’s no doubt one of the services we provide is helping Chinese entrepreneurs interpret and understand the U.S. business culture. Equally important is helping American managers who now work for Chinese owners to understand Chinese business culture. In that deal, we needed to align the special needs of our Chinese clients with the goal of the U.S. sellers, who became minority partners. And the due diligence we conducted had to meet standards different than typical U.S. standards. It required constant negotiation and communication, and it was critical to maintain the trust of all parties.

As a result, once an investment or acquisition is made, we end up as one of the key advisors. A big part of our role in doing that is making sure the transition to new ownership goes as smoothly as possible; making sure the lines of communication between management and ownership remain open and strong.

Q: I’m struck by your focus on entrepreneurialism. Is that a trait the firm looks for when hiring, or is it something they teach you about?

A: We’ve had formal training in our firm on the mindset, personality and the thinking of entrepreneurs. They are a very special subset of human being. They have an entirely unique way of looking at the world. If you as their lawyer can understand how they view the world, you can then help them understand how to translate their vision to the world.

That helps you understand at a visceral level why you have to respond at 9 p.m. when they call you. We understand they’re not calling at 9 p.m. because they’re being a jerk or testing us. Their personality is such that their mind is always going and when they have a thought they need to talk it through. We help them execute on it. Understanding that mindset at a granular level helps us provide the legal services they desire and deserve.

I’ve also taken classes on entrepreneurialism. At the end of the day, we’re good at it because Brian Glasser is an entrepreneur’s entrepreneur. And so in order to work closely with him we’ve got to understand that mindset. On top of that our biggest and best clients are entrepreneur’s entrepreneurs. You’ve got to be able to deal with them to be successful in the first place.

Q: Is your practice what you imagined yourself practicing while in law school?

A: No. I figured I would be doing domestic corporate and merger and acquisition work.

Q: Why did you pursue a career in the law in the first place?

A: I like people and am a strong communicator. I enjoy politics and government interactions.

Q: Did you have a favorite class or professor that was particularly influential in your studies or future career?

A: Absolutely, there were two at Maine. Tom Ward, who lectured on UCC matters and intellectual property, and Lois Lupica, who lectured on secured transactions and bankruptcy.

Q: What do you wish you had known or done differently in school? Or, put another way, do you have advice now for current law school students?

A: Do a clerkship at all costs.

Q: Is there anything in particular early in your career that you consider key to arriving at your current level of excellence?

A: Start marketing right away. For the first six months, market your skills internally to lawyers in the firm then start getting to know as many people as possible in your community. Help partners build their practice by entertaining clients and getting on teams to pitch for new work – this is how you learn to market and sell yourself and build your own practice.

Q: How has your practice changed since the early part of your career?

A: There’s been a big shift from domestic to international work.

Q: Can you share a lawyer you have come up against in a case or negotiation that you admire, and why?

A: Bob O’Neil for being stalwart in the support of his client during a difficult business divorce and always remarkably professional. And Brian Glasser – before I joined Bailey Glasser – for being aggressive in a very intelligent and well-planned manner and knowing when to resolve as opposed to continuing a fight.

Q: Is there a deal or client in your career that stands out as a “favorite” or one that is particularly memorable?

A: Building the Sogefi plant in Wayne County, W.V. and working with Vittorio Argento and Emanuele Bosio to negotiate the incentive package for that deal and get the plant built in the face of many challenges. Also negotiating and working with Chris Plybon and David Satterfield in that deal.

This was a group of very well established Italian companies, through Sogefi, making their first major investment in the U.S. I was a second- or third-year associate at Steptoe & Johnson, and I got it by picking up the front desk phone at 6 p.m. That’s literally how I got it. It was in my wheelhouse, so I just did the deal.

I learned so much from the chairman and managing director of that company and his first officer as they negotiated that deal. That I got exposed as a third-year associate to two highly experienced, highly accomplished business guys that were striking out in a new way for their company and taking a major personal risk for their company was a great experience.

I also really enjoyed selling the West Virginia franchise of Weight Watchers for client Millie Snyder.

Q: Tell us about how you interact with clients. Do you view it as important to develop business, and if so, how do you?

A: I try to stay in constant contact with clients and be uber responsive and communicative with them. I view client communication and business development as one and the same: 80 percent of your work comes from existing clients.

Q: Tell us about your career path. What persuaded you to join your current firm?

A: I started at Steptoe & Johnson because it was a big firm and I knew they would teach me how to be a good lawyer – the technical part of the practice, how to accomplish client goals. I liked it there a lot but it was not entrepreneurial enough for me. I was a partner but decided to join Bailey & Glasser because of Brian’s entrepreneurial spirit. I also joined because I knew I would learn the business side of the practice from Brian and I definitely have!

Q: There are many high-quality firms out there. What do you try to “sell” about your firm to potential recruits – how is it unique?

A: You will gain incredible experience right away. Law school graduates are much more competent than they believe. Further, the lawyers at Bailey Glasser are remarkably excellent practitioners, phenomenally pragmatic. You will learn how to practice law and make money at the practice of law.