© 2018 The Texas Lawbook.
By Mark Curriden
(April 9) – Matt Henry’s first day as a lawyer was Aug. 23, 1994. A partner at Worsham, Forsythe & Wooldridge called the rookie attorney into his office that day and handed him a file. The assignment required Henry to research employee benefits at a subsidiary of Texas power giant TXU Energy.
Twenty-three years later, the subsidiary company, Oncor Electric Delivery Co., has named Henry to be its corporate general counsel.
“There’s literally not been one second of my legal career when I have not had a matter for Oncor,” Henry said in an exclusive interview with The Texas Lawbook. “I feel like I’ve been training to do this job for all my career.”
A 1994 graduate of the SMU Dedman School of Law, Henry played a key role representing Oncor in convincing the Texas Public Utility Commission to approve Sempra Energy’s $18.8 billion acquisition of bankrupt Energy Future Holdings’ 80 percent ownership in the company.
“Matt is an exceptional lawyer,” Oncor CEO Allen Nye said in an interview with The Texas Lawbook. “Because we are a heavily regulated industry, Matt is a perfect fit for the company.”
“Matt is a best-in-class regulatory lawyer and he knows how to process things through the Texas Public Utility Commission and the Texas Legislature,” said Nye, who was promoted from GC to CEO when the Oncor deal was approved. “There is no lawyer who knows Oncor and our legal needs more than he does.”
Henry grew up in Cameron, Texas, a town of less than 6,000 residents that sits south of Waco. His father managed a water utility and his mother was a school teacher and principal. The only lawyer he even knew was the guy who coached his Little League team.
“It never occurred to me to be a lawyer,” he said. “I wanted to coach baseball and football and teach.”
For college, Henry went to Howard Payne University in Brownwood. During his sophomore year, he met a professor who changed his life.
“The professor announced that a couple other kids and I were going to law school,” he said. “There was no debating. He even paid for me to take my LSAT.”
During Henry’s second year at SMU Dedman, he did a clerkship at the Worsham law firm, which took its summer associates on a float trip down the Guadalupe River. Nye also clerked for the law firm and was on the same river ride.
“It’s crazy that we met on that float excursion 25 years ago and we’ve been friends and colleagues ever since,” Henry said.
Nye and Henry joined Worsham directly out of law school. Henry spent six years practicing commercial litigation, where he worked with now Range Resources GC David Poole, who was previously the GC at TXU Energy.
In 2002, Worsham was acquired by Hunton & Williams, which just merged with Andrews Kurth Kenyon last week.
The firm assigned Henry his first major rate challenge case in 2006, which consists essentially of a trial before the Texas PUC. He’s focused on energy regulatory law ever since.
Henry and Nye represented TXU in 2007 in its $45 billion sale to private equity firms KKR and TPG Capital. Henry was part of the team that developed the so-called “ring fence” of independence protecting Oncor in case the newly created parent company, EFH, ever faced bankruptcy.
“I was the scrivener in that deal,” Henry said. “I listened and took notes.”
Nye, Henry and the energy regulatory practice jumped to Vinson & Elkins in 2008 when EFH named V&E partner Rob Walters as its new general counsel.
Oncor tapped Nye to be its general counsel in 2010, and he hired Henry to handle the power delivery company’s regulatory matters.
Henry and a team of M&A lawyers at V&E led Oncor’s $400 million asset exchange with Sharyland Utilities in 2017, which was heralded by legal and energy industry analysts as “a complex but innovative transaction” that helped both companies and consumers.
In June 2017, Henry successfully represented Anchorage-based ENSTAR Natural Gas in a rate dispute before the Alaska Regulatory Commission.
Nye became Oncor’s CEO when the EFH sale of its interests in Oncor to Sempra closed on March 9. Seven days later, Nye hired Henry to be the company’s GC.
Henry leads an in-house legal department of 10 lawyers and five support staff. The GC oversees all things legal, of course, but also regulatory matters and legislative affairs.
Both men say they are glad the cloud of EFH’s bankruptcy over Oncor is finally over.
“I’m still exhausted from it,” Nye said. “There were certainly some dark times.”
Henry agrees.
“We’ve been in bankruptcy mode for several years and now we have this new 80 percent owner that has great credit and an amazing outlook going forward,” Henry said. “We are trying to figure out this new normal.”
Nye said he has told Henry that he is free to select his own team of outside lawyers to handle the company’s legal matters.
Both men agree that the Texas corporate law market has been crazy in its recent turbulence.
“If you would have asked me 10 years ago if Kirkland & Ellis or Latham or the other national law firms would have gained such a strong foothold in Texas, I would have said no way possible,” Henry said. “If you told me that firms such as Andrews Kurth or Gardere would be taken over by a national firm, I would have never believed you.”
In his three weeks on the job, Henry said that he’s already getting “lots of requests for lunches and dinners” by law firms wanting to do legal work for Oncor.
Oncor has used V&E for its M&A and regulatory matters, Jones Day for a plethora of legal issues, Husch Blackwell and Hunton for its employment and labor disputes and Baker & McKenzie for securities-related matters.
“We are perfectly happy with the lawyers we have now,” he said. “I’m a fairly direct person. I don’t need to be wined and dined.”
If you want to get Henry’s attention, he loves to talk about professional soccer and he’s a big fan of Chelsea. He even took his family to see the West London team play in 2015.
“I watched my kids play soccer and I just fell in love with the game,” he said.
Henry said that he’s found one part of his new job already challenging.
“I’m surprised at how difficult it has been to stop keeping my time,” he said. “I have this tendency to keep writing down notes on who I talked to and for how long. But I am sure that I will find a way past this problem.”
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