Jacob B. Ruby
Overview
Jacob Ruby is a debt finance associate in the Salt Lake City office of Kirkland & Ellis LLP. Jacob’s practice focuses on representing private equity sponsors, portfolio companies, public companies, private credit funds, hedge funds, asset managers, and alternative capital sources in complex and bespoke financing transactions, with an emphasis on liability management exercises, private credit financings, recapitalizations, restructurings, credit opportunities and special situation transactions.
Jacob has designed some of the most complex, cutting-edge, and novel liability management exercises and private credit financings completed in recent years, including for At Home, Envision Healthcare, Equinox Group, WeWork, Wheel Pros, GoTo Technologies, Consolidated Precision Products, and Curo.
Jacob has also advised on a number of in- and out-of-court restructurings, DIP financings, and exit financings, including Envision Healthcare, Tailored Brands, Forever 21, Frontera Generation, China Fishery Group, NBG Home, Selecta Group, Jason Industries and Bluestem Brands.
Experience
Representative Matters
Equinox Group, the owner of a high-growth collective of influential luxury lifestyle brands, including Equinox Fitness Clubs, SoulCycle, Equinox Hotels and Blink Fitness, in a comprehensive refinancing of its capital structure that enhanced liquidity and resulted in significant maturity extensions across its capital structure. The proceeds of the $1.8 billion financing, which was led by Sixth Street and Silver Lake, in addition to a consortium of other private credit funds, were used to refinance the existing first lien, second lien and revolving credit facilities of the Equinox clubs and fund working capital across the Equinox Group brands.
GoTo Group, Inc., an IT management, support, and business communications provider, in a liability management transaction that significantly enhanced the company’s liquidity, deleveraged its balance sheet, and reduced debt interest expenses. The transactions included a $100 million new money investment into a super senior debt tranche and an uptier exchange of the company’s first lien term loans and notes into super senior debt tranches, capturing nearly $500 million in debt discount. The transactions also extended the maturities of the company’s debt, including an extension on the company’s $250 million revolving credit facility by over two years.
Wheel Pros, Inc., a leading vertically integrated platform for aftermarket automotive enhancements, in a comprehensive liability management transaction that enhanced the company’s liquidity and deleveraged its balance sheet. 99.7% of the company’s existing term loan lenders participated in the transaction, which was open to all term loan lenders, by providing the Company with $235 million of "new money" term loans and exchanging at a discount nearly all of the $1.154 billion existing term loans for new term loans.
At Home Group Inc., a leading home décor and furniture retailer in a liability management transaction that significantly enhanced the company’s liquidity and de-levered its balance sheet. The transactions included an uptier exchange of approximately 90% of its existing $500 million of senior unsecured bonds into new secured high yield bonds with a two year PIK option at a 10% discount to par, resulting in cash interest savings of approximately $71 million. Participating holders also provided their pro rata share of $200 million secured new money high yield bonds that were issued through an unprecedented “double-dip” structure that effectively allowed such creditors two claims for par recovery on the same collateral (i.e. in a 50 cent recovery for secured creditors, these lenders would receive 100 cents), greatly reducing the cost of the new money.
WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), in a liability management transaction that effectuated offers to exchange $1.2 billion of its existing public notes for a combination of newly issued second lien or third lien notes and common stock and $1.65 billion of its unsecured notes held by SoftBank for newly issued second lien convertible notes, third lien convertible notes and common stock, reducing WeWork’s net debt by approximately $1.5 billion, and a concurrent primary offering of $500 million of newly issued first lien notes.
Envision Healthcare Corporation, a leading provider of physician staffing services and operator of ambulatory surgical centers, in first-of-their kind liability management transactions. The transactions injected $1.1 billion of new money to Envision’s balance sheet and de-leveraged more than $1.9 billion of secured and unsecured debt obligations.
CURO Group Holdings Corp. (NYSE: CURO), in a liability management transaction that effectuated an uptier exchange of 68.2% or $682.3 million of its 7.5% second-lien notes into new 7.5% 1.5-lien notes and a contemporaneous $150 million new money first-lien term loan financing provided by noteholders that participated in the exchange.
Nielsen & Bainbridge, LLC (d/b/a NBG Home) and 13 of its affiliates in connection with a $60 million DIP facility in Chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas.
Representation of a private equity backed portfolio company in connection with a $60 million financing facility secured by existing real estate.
Representation of a private equity backed portfolio company in connection with a $50 million structurally priming financing facility secured by the assets of certain non-U.S. subsidiaries.
Representation of a private equity backed portfolio company in connection with a $7.5 million structurally priming financing facility secured by the assets of certain non-guarantor subsidiaries.
Representation of a private equity backed portfolio company in connection with a $15 million super-senior financing facility.
WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), in an amendment and extension of its letter of credit facility to increase the junior letter of credit commitments by $120 million, thereby increasing the aggregate junior tranche reimbursement obligations to $470 million.
WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), a global flexible-space provider, in connection with an amendment and extension of the senior tranche of its aggregate $1.45 billion letter of credit facility.
WeWork Inc. (NYSE: WE) in the issuance by its subsidiaries of $250 million in aggregate principal amount of senior secured notes.
Various private equity sponsors and portfolio companies in connection with non-public liability management transactions.
Frontera Generation Holdings LLC and five of its affiliates in their prearranged Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. Frontera owns and operates the only U.S.-based power plant that sells all of its 526MW/year power production to the Mexican wholesale market. The restructuring, which had nearly-universal lender support, enabled Frontera to obtain $70 million of new liquidity through a DIP-to-exit facility, slash more than $850 million of its $944 million debt load, and pay its trade claims in full.
Representation of an ad hoc committee of holders of the $300 million notes due 2019 issued by CFG Investment S.A.C. in connection with the resolution of their claims against the China Fishery group of companies.
Selecta Group B.V (“Selecta”), which employs 10,000 employees, is the world’s largest provider of vending machines, coffee and convenience food distribution in over 475,000 points of service in 16 foreign countries. The Chapter 15 proceeding filed in the Southern District of Texas is part of a comprehensive restructuring strategy to deleverage Selecta’s balance sheet, increase liquidity, extend maturity dates on its revolver and its 3 tranches of senior secured notes and to change the governing law for its funded debt obligations from New York to UK law. The overall restructure involves out-of-court arrangements with the revolving credit facility lenders and liquidity facility lenders, a new equity investment by the private equity owner, a formal Scheme of Arrangement in the UK and a US Chapter 15 proceeding to implement the foreign proceeding in the United States.
Tailored Brands, Inc. and its 17 affiliates in their prearranged Chapter 11 cases. Tailored Brands, a leading specialty retailer of men’s tailored clothing and the largest men’s formalwear provider in the United States and Canada, operates approximately 1,400 stores and employs over 18,000 people across its omni-channel network of five retail brands (Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank, K&G, and Moores). Tailored Brands commenced its Chapter 11 cases with broad support from its secured lenders, evidenced by a Restructuring Support Agreement that contemplates a reduction in funded indebtedness by $455 million to $555 million, a $500 million DIP ABL facility to finance the Chapter 11 cases, and committed exit financing that will ensure the company has sufficient liquidity to support its operations following emergence from Chapter 11.
Jason Industries, Inc. and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. Jason is a publicly-traded global industrial manufacturing company that provides mission critical components and manufacturing solutions—including brushes, polishing buffs, compounds, and seating products—to customers across a wide range of end markets, industries, and geographies. On June 24, 2020, Jason solicited and filed its prepackaged Chapter 11 cases with the support of over 87% of its first lien lenders under a restructuring support agreement. If approved, the prepackaged plan will deleverage Jason’s balance sheet by approximately $250 million and leave general unsecured claims unimpaired.
Bluestem Brands, Inc. and certain of its affiliates (“Bluestem”), a direct-to-consumer retailer that provides a wide array of merchandise through multiple channels under the Orchard and Northstar brand portfolios, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. Bluestem filed with over $460 million in funded indebtedness and a stalking horse purchase agreement that contemplates a going-concern transaction.
Forever 21 Inc. and its affiliates in their Chapter 11 restructuring in the U.S. Bankruptcy Court for the District of Delaware. Based in Los Angeles, California, Forever 21 is a fast-fashion retailer specializing in women’s and men’s fashion, jewelry and accessories with over 750 stores globally.
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Credentials
Admissions & Qualifications
- 2023Utah
- 2019Illinois
Education
- University of Virginia School of LawJ.D.2019
Order of the Coif
Karsh-Dillard Scholar
Online Editor, Virginia Law Review
The American Bankruptcy Law Journal Student Prize - University of MichiganB.A., Economicswith High Distinction2016
High Honors in Economics
John E. Parker Memorial Prize