Ray C. Schrock

Ray’s notable experience both prior to and after joining Latham includes representing:

Liability Management and Company-Side Restructuring Representations

• Pine Gate Renewables, a leading developer and owner-operator of renewable energy projects across the US with over US$7 billion of funded debt and equity capital, in connection with securing approval of over US$900 million in interim DIP financing and bidding procedures as part of its voluntary chapter 11 proceedings. 
• Office Properties Income Trust, a national real estate investment trust (REIT), in connection with restructuring US$2 billion of total debt obligations as part of its voluntary chapter 11 proceedings
• CareerBuilder + Monster, a global talent marketplace and workforce solutions leader, in its fully consensual, confirmed chapter 11 plans 
• Beyond Meat, a leader in plant-based meat, in connection with an exchange offer and consent solicitation to eliminate more than US$800 million of debt with existing noteholder support
• Modivcare, a technology enabled healthcare services company, in connection with its pre-arranged chapter 11 process
• Several Carlyle portfolio companies in connection with turnarounds and workouts
• MBS Services Holdings, the largest studio operating and production services company in the world, in closing a senior secured delayed-draw incremental term loan facility in the aggregate principal amount of US$40 million
• Exela Technologies, a global business process automation (BPA) leader, in connection with its chapter 11 cases
• Wolfspeed, a leading technology company, in conjunction with its:
  • Successful completion of its financial restructuring and emergence from chapter 11 protection, reducing total debt by about 70% and lowering its annual cash interest expense by roughly 60%
  • Strategic review process involving more than US$7 billion in total debt obligations
• Several public companies on a confidential basis in conjunction with liability management transactions, each involving billions in debt obligations
• A Hilco Global portfolio company on a confidential basis in conjunction with strategy review transactions
• Portfolio companies of several leading private equity funds in conjunction with liability management and strategic review processes, including Apollo Global and Blackrock
• Leading REITs on a confidential basis in conjunction with liability management and strategic review transactions involving billions in debt obligations
• Several private equity sponsors in conjunction with liability management transactions and strategic review processes involving owned portfolio companies
• Steward Health Care System, the US’ largest private, physician-owned for-profit healthcare network, with over US$8 billion in debt obligations, in its chapter 11 cases
• IQHQ, a national real estate development company, in connection with various refinancing various components of its multi-billion-dollar capital structure and raising new capital
• OnTrac/LaserShip in connection with liability management transactions related to its multi-billion dollar capital structure
• Carestream Dental, a global leader in digital transformation for the oral healthcare industry, with over US$800 million in debt obligations, in connection with an out-of-court recapitalization transaction resulting in US$525 million of new capital
• A leading multinational professional services firm in connection with a recapitalization transaction to raise new capital and extend maturities related to its multi-billion-dollar capital structure
• DRF Logistics and DRF, Pitney Bowes’ global ecommerce segment, in connection with their chapter 11 cases
• Diversified Healthcare in connection with its refinancing and liability management initiatives
• Regis Corporation, a leader in the haircare industry and franchisor of major salon brands, in connection with various recapitalization transactions
• Subsidiaries of The Amherst Group, a leading real estate investment and development company, in connection with liability management and recapitalization transactions
• AYR Wellness in its debt exchange and new-money financing under the CBCA
• Air Methods, the nation’s leading air medical service provider, in its prepackaged chapter 11 cases, resulting in a US$1.7 billion deleveraging
• Core Scientific, one of the world’s largest cryptocurrency mining and hosting companies, with approximately US$1 billion in debt, in evaluating strategic options in light of falling Bitcoin prices and other headwinds in cryptocurrency industry
• ATI Physical Therapy, a nationally recognized outpatient physical therapy provider with over 900 clinics across 24 states, in two liability management transactions to increase the company’s liquidity and financial flexibility
• Sunlight Financial Holdings, a leading solar financial services company, and its debtor affiliates in connection with their prepackaged chapter 11 cases and acquisition by a consortium of established investors in the solar financing industry and its senior secured lender
• Serta Simmons Bedding, one of the largest mattress manufacturers and distributors in North America, in its market-leading liability management transactions and chapter 11 cases
• A leading independent entertainment company in connection with restructuring over US$700 million in funded debt through a consensual out-of-court recapitalization transaction
• Phoenix Services Topco, a provider of steel mill services to global steel producing companies, in its chapter 11 cases, as well as foreign proceedings and out-of-court workouts in Belgium, Finland, France, Romania, and South Africa
• Ruby Pipeline, a developer and operator of interstate natural gas pipeline and supplier of natural gas to consumers in California, Nevada, and the Pacific Northwest, in its chapter 11 case
• Kabbage d/b/a Kservicing, an online loan service provider for over US$7 billion of loans issued to small businesses under the Paycheck Protection Program, and its debtor-affiliates in their chapter 11 cases
• MediaMath Holdings, a leading provider of digital media trading technology and services, and its affiliates in a comprehensive, out-of-court recapitalization transaction, through which certain existing shareholders and financial stakeholders committed to invest up to US$150 million through a mix of new capital and a refinancing of existing debt
• IFIT Health & Fitness, a global leader in connected fitness and interactive content with an extensive portfolio of iFIT and Sweat streaming platforms and iconic equipment brands such as NordicTrack, in connection with a US$355 million capital raise and restructuring hundreds of millions of other company obligations
• Basic Energy Services, one of the nation’s largest oilfield service companies with more than 2,400 employees, in its chapter 11 cases and sale of substantially all of its assets
• MedMen Enterprises, one of nation’s largest cannabis companies and a publicly listed company in Canada, in its leading-edge out-of-court restructuring involving hundreds of millions in liabilities and resulting in a US$100 million new-money equity recapitalization
• Healogics, the nation’s leading wound-care center operations provider, in a comprehensive restructuring of over US$860 million in funded debt through an out-of-court debt-for-equity exchange, resulting in a US$450 million deleveraging that obtained 100% participation from its lenders and provided Healogics with US$240 million in new equity financing; as part of the transaction, the company also secured a new US$30 million revolving credit facility and a new US$370 million first lien term loan
• J.Crew Group, a premier clothing retailer with about US$2 billion in funded debt and 13,000 employees, and its debtor-affiliates in its pre-arranged chapter 11 cases, as well as a cutting-edge, out-of-court workout involving intellectual property
• PG&E Corporation and Pacific Gas and Electric Company, one of the largest combined natural gas and electric energy companies in the US and the largest utility company in California, with 16 million customers, 24,000 employees, and estimated liabilities (including contingent and disputed liabilities) exceeding US$50 billion, in their chapter 11 cases
• Sears Holdings, one of the largest retailers in the world, and its debtor-affiliates in one of the largest retail chapter 11 cases in history; when the cases commenced, Sears had more than 68,000 employees and about US$6 billion in debt
• Ditech Holding Corporation, one of the nation’s largest mortgage servicers, and certain of its affiliated debtors in their pre-arranged chapter 11 cases; Ditech and its subsidiaries had about US$15 billion to US$17 billion in debt and mortgage-related liabilities, including residential mortgage securities funding obligations, and Ditech filed a restructuring support agreement (RSA) backed by holders of more than 75% of its first lien term loan debt, providing for a dual-track restructuring strategy that allowed the debtors to evaluate various strategic alternatives with a backstopped emergence plan as they continued to serve customers
• CBL & Associates Properties, one of the largest mall owners in the US, in its chapter 11 cases involving more than US$4 billion in debt obligations
• AMC Entertainment Holdings, the largest movie exhibition company globally, in its successful out-of-court restructuring, which included various capital raising efforts that yielded over US$1.5 billion of cash and other liquidity improvements and reduced AMC’s debt load by more than US$550 million
• NPC International, America’s largest franchisee company, with over 1,600 restaurants across two iconic brands — Pizza Hut and Wendy’s — and more than 35,000 employees, and its debtor-affiliates in their chapter 11 cases involving over US$900 million of funded debt
• 24 Hour Fitness Worldwide, a leading fitness club operator with locations across the US and more than three million members, and its debtor-affiliates in their chapter 11 cases involving approximately US$1.4 billion of funded debt
• Exide Holdings, a global lead-acid batteries manufacturing company, and its debtor-affiliates in their chapter 11 cases; in just five months, Exide completed two going-concern sale and separation transactions for its US and European/rest-of-world businesses (including negotiating long-term commercial arrangements among them) and accomplished a first-of-its-kind global settlement with the Department of Justice and more than 10 state regulators to resolve hundreds of millions of dollars of Exide’s historical environmental liabilities at more than 20 dormant locations
• Mortgage Contracting Services (MCS), a company providing inspection services and property preservation for investors of defaulted mortgages, on its out-of-court debt-for-equity exchange, resulting in a US$400 million deleveraging that obtained 100% participation from its debtholders and provided MCS with renewed incremental liquidity through a new revolving credit facility
• RentPath Holdings, one of the nation’s largest apartment rental and digital marketing solutions companies, with approximately US$700 million in debt, and its debtor-affiliates’ in their prearranged chapter 11 cases and sale to Redfin for US$608 million
• Fairway Group Holdings, an iconic food retailer that operates locations across New York, New Jersey, and Connecticut and employs over 3,000 employees, and its debtor-affiliates in their chapter 11 cases; Fairway commenced its chapter 11 cases to implement a stalking horse bid and strategic sale process designed to facilitate a global auction to secure buyers for all of Fairway’s stores, and the chapter 11 cases were supported with a restructuring support agreement signed by about 91% of Fairway’s pre-petition lenders, who also provided debtor-in-possession financing to the company
• Kingfisher Midstream, a midstream oil and gas services business with substantial gas processing, crude oil gathering and storage, and produced water gathering and disposal assets in the Anadarko Basin in Oklahoma, and its subsidiaries in their chapter 11 cases; won contested sale hearing
• LBI Media, one of the nation’s largest Spanish-speaking media companies, with national and regional broadcasting capability in television and radio media, and its subsidiaries in connection with their restructuring efforts
• Southeastern Grocers, the fifth-largest supermarket chain in the US, in its prepackaged restructuring of more than US$1 billion in debt, which preserved more than 40,000 jobs and provided unimpaired recoveries to all operating company creditors while allowing the company to close unprofitable locations
• Fieldwood Energy, a Gulf of Mexico offshore energy exploration and production company, in its chapter 11 cases
• Claire’s Stores, one of the nation’s largest retailers, with more than 4,000 owned and franchised locations globally, in its prearranged restructuring efforts related to more than US$2 billion in funded debt
• Tops Supermarkets, a regional supermarket chain with about 14,000 employees and US$1 billion in funded debt, in its restructuring efforts
• Walter Investment Management, the fifth-largest mortgage servicer in the US, in its prepackaged restructuring efforts related to more than US$2 billion in funded parent-level debt and more than US$13 billion in other funded debt obligations, allowing this highly regulated enterprise to avoid filing its operating companies for chapter 11 while simultaneously discharging the operating companies’ guarantees of funded debt at the holding company; the restructuring plan also provided a recovery of 50% of the recognized company’s common stock to existing shareholders while reducing the company’s funded debt by more than US$600 million
• Tidewater, the largest offshore vessel service company in the world, in restructuring more than US$2 billion in funded debt obligations
• Basic Energy Services, one of the nation’s largest oilfield services companies, in its prepackaged restructuring cases involving more than US$1.1 billion in funded debt obligations
• Breitburn Energy Partners, an independent oil and gas limited partnership, in its restructuring efforts related to more than US$3 billion in funded debt obligations
• The Great Atlantic & Pacific Tea Company (A&P) and its direct and indirect subsidiaries in their chapter 11 cases commenced in 2015, in which A&P entered chapter 11 with nearly US$600 million in signed asset purchase agreements covering 120 stores and more than 12,500 employees; A&P employed more than 28,500 people at stores across the northeastern US under numerous retail banners and listed US$1.6 billion in assets and US$2.3 billion in debt as of the cases’ commencement
• Essar Steel Algoma, one of the largest integrated steel manufacturers in North America and a portfolio company of the multibillion-dollar Essar Group Fund Limited, and certain of its debtor-affiliates in restructuring and refinancing their US$1.2 billion capital structure  
• Vantage Drilling in:
  • Its prepackaged chapter 11 cases to restructure more than US$2.5 billion in senior secured debt; Vantage filed its prepackaged chapter 11 cases with the support of more than US$1.6 billion in senior secured debtholders having agreed to vote in favor of the balance sheet restructuring  
  • Matters of US law in connection with its parallel liquidation proceedings in the Cayman Islands, under which Vantage’s subsidiaries will reorganize as one of the largest international oil and gas ultra-deep-water drillers, with a fleet of operations spanning the globe in partnership with various, international oil and gas producers
• Ally Financial Inc. and Ally Bank and their subsidiaries, in connection with Ally Financial Inc.’s (AFI) mortgage subsidiary, Residential Capital, chapter 11 bankruptcy cases, which include a global settlement with multiple key stakeholders. Residential Capital is the fifth-largest servicer of residential mortgage loans in the United States with more than US$15.6 billion in assets and US$15.2 billion of indebtedness. AFI is a leading, independent, globally diversified financial services firm with operations in 32 countries and assets in excess of US$180 billion. Ally was the architect and plan sponsor of a landmark chapter 11 plan and settlement that relieved AFI and its non-debtor subsidiaries of all liabilities held by Residential Capital or private third parties
• American Color Graphics, a paper/graphics company, in connection with their liability management transactions involving more than US$1 billion in debt and subsequent first-of-its-kind dual prepack merger, which involved simultaneous prepackaged filings for chapter 11 by two companies and a merger between the companies to exit chapter 11 on an expedited basis

Other Stakeholders in Distressed Situations

• Affiliates of CD&R in connection with their recapitalization and new money investment in the restructuring of Multi-Color Corporation’s approximately US$5.9 billion of funded debt
• The Tranzonic Companies, a Peak Rock Capital portfolio company, in connection with the purchase of assets and as DIP lender to Supply Source Enterprises
• DIRECTV, as a major commercial counterparty and creditor, in connection with the chapter 11 cases of Diamond Sports Group, a regional sports network affiliate of Sinclair Broadcasting Group that operates 19 individual regional sports networks that serve as the TV home to more than half of all MLB, NHL, and NBA teams based in the US
• An ad hoc group of secured noteholders in connection with the prepackaged chapter 11 cases of Nautical Solutions, a marine shipping servicer
• Longbridge Financial, a potential replacement servicer, in connection with the chapter 11 cases of Reverse Mortgage Investment Trust and its affiliated debtors
• The non-management directors of Enjoy Technology in connection with the company’s sale of assets
• The Special Master for the US District Court for the District of Delaware in connection with enforcing judgments for over US$20 billion, designing a plan for the court-supervised sale of the shares of PDV Holding, the parent company of CITGO, one of the largest refiners, transporter, and marketer of motor fuels, petrochemicals, and other industrial products in the US
• Citibank, N.A., as administrative agent under the DIP credit facility, in the chapter 11 cases of Garrett Motion, a Switzerland-based designer, manufacturer, and seller of turbocharger and electric-boosting technologies and automotive software solutions for light and commercial vehicle original equipment manufacturers worldwide, and its affiliates
• The DIP lender, first lien lender, and stalking horse bidder in the chapter 11 cases of Tamarac 10200 and Unipharma, manufacturer of over-the-counter and nutraceutical products
• Krayn Wind, a US-based turbine wind farm, in connection with FirstEnergy Solutions’ chapter 11 cases
• Liberty Media in connection with its multi-hundred-million-dollar debt position in connection with iHeart Media’s chapter 11 cases
• USG Corporation (U.S. Gypsum) in connection with its chapter 11 reorganization to address over 100,000 personal injury asbestos lawsuits