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Dawn Ragan: Wheels and Deals

Dawn Ragan © 2019 RASY RAN PHOTOGRAPHY, rasyran.com

Dawn Ragan is a partner with CR3 Partners in Dallas. She has 25-plus years of experience in financial advisory, turnaround management, and corporate finance. She is skilled in quickly assessing complex situations, developing effective operational and financial restructuring solutions, and managing multiple adverse constituencies.

Her engagements have included assets and operations in China, Japan, Europe, Australia, Argentina, Mexico, Canada, and the United States, and she has served in a variety of capacities, including CRO, CFO, plan agent, trustee, and financial advisor. Ragan also has provided expert witness testimony and litigation support. She won TMA’s Turnaround of the Year Award, Large Company, in 2017.

Ragan is a former member of the TMA Dallas/Ft. Worth Chapter board and also has served on a number of TMA Global committees, including the 2018 Distressed Investing Conference Committee. She has participated as a speaker on a number of national panels and, in addition to TMA, is a member of ABI, AIRA, and IWIRC.

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

RAGAN: I was working with an investment banking firm in New York to start my professional career. I was a portfolio asset manager, and one of the deals in the portfolio went south in a really big way. It was a high-profile deal in the firm, and I ended up doing a restructuring of that deal. It took two years but was successful, and I really enjoyed the work.

Soon after that, the firm had an opportunity to make a presentation to an existing client, where we were the advisor to the independent board of a very large HMO in California called Maxicare. Being the only one in the firm who had any familiarity with bankruptcy, I flew out to California and told the team out there everything I knew about bankruptcy from my meager two years of this long, drawn-out restructuring. We met with the independent board, and they hired us and terminated their existing advisor. I now had my second restructuring.

HMOs generally had not been restructured successfully before that, and we were successful in doing this deal, so it became another high-profile deal—the largest successful HMO restructuring to have occurred at the time, I was told.

I had been mentored by the lawyer who had advised me when I was at Oppenheimer, a gentleman named Myron Trepper with Willke Farr & Gallagher in New York. I consulted with him when I had the opportunity to work on the Maxicare deal about whether it was something I really could and should undertake, and he convinced me that I could do it and it wouldn’t be a problem.

He was a resource and mentor to me for a lot of my young restructuring career. I felt like I had somebody strong who I could go to with questions in Myron Trepper, and he added to my confidence level in my ability to pursue restructuring further. I enjoyed the work so much, and I had two big high-profile successes at a young age, early in my career, so I went to the firm and made a proposal to do more restructuring work—to effectively start a restructuring practice—so we began to do more of that out of both the New York and California offices.

I stayed with that firm for 9½ years. After that, I migrated into consulting and doing insolvency advisory as a consultant instead of in investment banking.

Q: What took you to Texas from New York?

RAGAN: My ex-husband’s company merged with a group in Texas. He was going to be the managing partner, so we needed to relocate to Texas. Like a lot of other New York restructuring people, I viewed New York as the center of the universe and didn’t believe that I could continue as a restructuring professional in Texas. So, I commuted between New York and Dallas for several years.

Then I decided it was time to make a change. Also, my son came along at that point. So, I picked up and moved to Texas and found, happily, that Texas had a very deep bench in talent in restructuring, both for professionals and on the U.S. Bankruptcy Court bench. It was a good place to practice.

Q: What have been some of your most gratifying, favorite, and/or important engagements in your career?

RAGAN: There are probably three. One is the Maxicare HMO restructuring, because it was one of my early ones. It was high-profile, and I was told it was the first time an HMO had ever been successfully restructured.

A more recent one was the Life Partners case. I won several turnaround of the year awards for that in 2017—a TMA award as well as a global M&A award. That case was different because it involved a portfolio of life settlements, which is an insurance product. Typically, those products had only liquidated in the past. When we got involved, the view was that the portfolio should be sold for whatever we could get—10, 15, 20 cents on the dollar—and it would be over.

Life Partners was allegedly a Ponzi scheme, so the court appointed a Chapter 11 trustee with an expertise in life settlements, and we were retained as the financial advisor to the trustee. It was a case that was especially complex, in addition to being different.

We had to work with an actuarial firm to project the potential receipts that might come out of that portfolio. The portfolio was going to run out, if we were able to maintain it, for up to 90 years. In restructuring, we usually look at the next three to five years to determine whether a company can be successful in a restructuring. But here, based on this asset class, we really needed to look at the whole portfolio and the actuarial projections.

We worked with that firm to generate those projections and figure out what kind of recovery we might be able to generate for the creditors and investors and what it would cost to run out that portfolio, which was going to be expensive, certainly in the early years. We were able to save the portfolio and importantly project that we would return almost 90 cents on the dollar of invested capital to the investors and have something for creditors to recover from. So we, for the first time, converted a Ponzi scheme into a legitimate enterprise. I think we won the award for working through all of those complexities.

The case was very different, very complicated. Because a trustee was involved, we didn’t have an exclusivity period. We had multiple competing plans on file. We had a contested, five-week confirmation hearing over the competing plans, and the debtor’s plan with some modifications was eventually confirmed. It was just very interesting. It was something that required us to use our brain power.

In another notable engagement that I think about a lot, I was the CRO of a college in East Texas, which ended up not being a success. It was a very sad story, because we had to shut that college down at the end because we lost our argument with the federal government about an issue related to a bankrupt college being able to operate and use Title IV (federal student financial aid) funds. Without income we couldn’t pay expenses, and with 99 percent of students receiving financial aid, we were forced to shut down.

Q: Your chances of success are often determined largely by how early you’re brought into a declining situation, correct?

RAGAN: Yes, and we were brought in very late there. When we were brought in, the teachers had already gone six weeks without being paid.

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

RAGAN: Two things: networking and education. It’s a fantastic place to network with your peers, in addition to some referral sources. I find it’s more of a peer networking organization, which allows all of us to stay current on things that are going on in the market.

It also is a place where you can get education on topics and learn about what’s going on that’s notable or important—some great case or topic. I always like the TMA national conferences for that reason. The panels, I think, are always good educationally and have really good speakers that you want to speak with after the session to ask about a particular issue.

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Q: What advice would you have for someone who was new to the industry or was thinking about getting into it?

RAGAN: Especially for younger people, I like to tell them about the power of networking. You need to always manage your relationships. You need to make sure they are bilateral and that they are both social and professional. Things are not one-way. You can’t just expect people to send you business; you also need to help them. If it’s not to reciprocate in sending business, it could be to educate them on a particular topic or to just help them out with something on a pro bono basis. But you need to spend a lot of time nurturing your relationships, making sure you’re building relationships and that
they’re bilateral.

The other thing I would tell young people or anyone who wants to be in this field is to make sure you keep up your education and your certifications. You should make the opportunity to do your CTP or your CIRA or CPA, any of those types of things, and try to do them early in your career. When you become busy, it becomes nearly impossible to do.

I can say that myself. I’ve been trying to get my CTP done forever, as well as the CIRA. I’ve taken all the classes twice, but I’ve never had time to actually complete the exams. I always get called away for some client crisis or I have to be in court for some emergency hearing, and I don’t get the time to devote to the exams. When I took the classes again for a second time—because I had too big a gap in between courses and the tests—this past year, I said, “No matter what, I’m going to get this done by the summer.” That was last summer, and I still have two exams yet to take, and I struggle to find the time to fit them in. I think it should be a priority, and I need to focus on it more myself as well.

Another thing I would tell people is raise your hand. Older or inexperienced, when things need to be done, you need to raise your hand. It provides you with an opportunity for professional development. It enables you to help other people on the team. It gives you great experience, and I think it’s important to be raising your hand and volunteering for opportunities when they come up—not just the best ones but the difficult ones, too.Q: 

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

RAGAN: I would make sure that I paid more attention to developing my relationships, including socially and not just professionally, and making sure I had more substantive, more-important, relationships. There is such huge value in deep relationships.

Q: What are you passionate about outside the office?

RAGAN: Cycling, water sports, and spending time with my son. I took a large part of the summer off last year to spend time doing college tours with my son. I was very focused on setting that time aside and doing that with him. It’s time you can’t get back if you miss it. I enjoyed it immensely.

Q: Did your son settle on a college?

RAGAN: We won’t get all of the acceptances until March or April, so we’ll see. He’s very excited, as am I, to be going through the process. He’s waiting with bated breath to see if he gets into his top choice.

We also have a lake house, and he and I love to go out to the lake and water ski, wake board, drive the boat, ride Jet Skis, and that sort of thing.

My own personal passion is cycling. I’ve done a number of long-distance rides. I’ve done the Hotter’N Hell, which is a 100-mile ride in Wichita Falls, Texas, in the August heat, three or four times. I’ve done the Seattle to Portland ride, which is 200 miles, twice, and I’m registered to do it again this summer. I also did 10 days in Provence, where on two of the days we rode part of the route that they did on the Tour de France, which was incredible.

Q: Was that a cycling trip, or did you just include cycling in that trip?

RAGAN: It was a group cycling trip arranged through a bicycle club.

Q: How did you get into cycling?

RAGAN: My son and I went to Frankfurt, Germany, to watch and support a dear friend of mine who was doing an Ironman triathlon. Part of the Ironman is cycling. I used to cycle casually many years prior to that, and that trip got me thinking about it again. My friend was very active in cycling, and we had a group of friends from grad school who were all getting active at the same time in cycling. So, I took it up with them and just absolutely loved it. I did my first century ride at the Hotter’N Hell.

Q: What might people who only know you professionally be most surprised to learn about you?

RAGAN: That I’m not a total hard-ass all the time! I actually do have quite a compassionate side, but that’s generally outside of the office. I have a soft spot and a charitable spot for kids and education. I devote both time and money to supporting organizations that focus on education for young people. I think that’s incredibly important for us as a society. People might also be surprised to learn that I actually have a pretty well-developed sense of humor.

Q: Given what you do, that helps, doesn’t it?

RAGAN: Yes. Well, we tend to have a gallows sense of humor in our business, too.

Dawn Ragan © 2019 RASY RAN PHOTOGRAPHY, rasyran.com

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