backKing & Spalding’s specialty finance and securitization team has closed a number of esoteric financing transactions in the second half of 2020. Continuing to adapt to changing market conditions during this period, King & Spalding has worked on a range of specialty finance matters, and helped its clients to continue providing liquidity to the securitization markets, including whole business securitizations in the restaurant, property restoration and aftermarket automobile services space, a data center securitization, a telecom securitization, a dark fiber network securitization and an acquisition financing for a multi-branded restaurant company.
Multiple Restaurant Transactions
In a deal that closed on July 31, King & Spalding represented the sole structuring advisor and joint bookrunning manager, and the several banks acting as joint bookrunning managers, and as co-managers, in the sale of $825 million fixed rate Series 2020-1 Class A-2 Notes backed by a whole-business securitization of the franchise assets of Arby’s Restaurant Group, Inc. (“Arby’s”). The Series 2020-1 Notes are the third series of securitization notes issued by Arby’s.
In a deal that closed on October 6, King & Spalding represented the lead structuring advisor and joint bookrunning manager and the co-structuring advisor and joint bookrunning manager in the sale of $455 million in notes ($40 million of which are Series 2020-1 Class A-1 Variable Funding Notes and $415 million of which are fixed rate Series 2020-1 Class A-2 Notes) backed by a whole-business securitization of the franchise assets of Bojangles’ Restaurants, Inc. Also in October, King & Spalding represented the sole structuring advisor and sole bookrunning manager in the sale of $530 million in notes ($50 million of which are Class A-1 Variable Funding Notes and $480 million of which are fixed rate Series 2020-1 Class A-2 Notes) backed by a whole-business securitization of the franchise assets of Wingstop Inc.
In a deal that closed on December 15, King & Spalding represented the lead arranger in a multi-billion-dollar incremental term facility and incremental revolving facility to finance the acquisition of Inspire Brands (“Inspire”) of Dunkin’ Brands Group, Inc. (“Dunkin’”), including structuring the transaction to function alongside Dunkin’s existing whole-business securitization. Later in December, King & Spalding represented the sole structuring advisor and joint bookrunning manager, the co-manager and the several banks acting as joint bookrunning managers in the sale of $400 million fixed rate Series 2020-1 Class A-2 Notes backed by a whole-business securitization of the franchise assets of CKE Restaurants Holdings, Inc. (“CKE”). The Series 2020-1 Class A-2 Notes are the third series of securitization notes issued by CKE.
Property Restoration Securitization
In a deal that closed on December 9, King & Spalding represented the sole structuring advisor and sole bookrunning manager in the sale of $750 million in notes ($50 million of which are Series 2020-1 Class A-1 Variable Funding Notes and $700 million of which are Series 2020-1 Class A-2 Fixed Rate Senior Secured Notes) backed by a whole-business securitization of the franchise assets of ServiceMaster Funding LLC and ServiceMaster of Canada, a leading provider of restoration and cleaning services to commercial and residential customers.
Aftermarket Automotive Services Securitization
In a deal that closed on December 14, King & Spalding represented the sole structuring advisor and sole bookrunning manager in the sale of $450 million fixed rate Series 2020-2 Class A-2 Notes by Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation backed by the whole-business securitization of the franchise assets and the related intellectual property of the franchise brands of Driven Brands, Inc. (“Driven Brands”). Driven Brands is a leading franchisor in the aftermarket automobile services and parts distribution industries with national franchising platforms in the United States and Canada. The securitization is the eighth series of securitization notes issued by Driven Brands, each of which have been executed by King & Spalding.
Data Center & Telecom Securitizations
In a deal that closed on September 18, King & Spalding represented a cell tower issuer in the issuance of $164 million aggregate principal amount of securitized Series 2020-1 Secured Cellular Site Revenue Notes secured by assets and cash flow generated by a portfolio of cellular towers and other real property interests in the United States, Canada and Puerto Rico leased to companies in the wireless communications industry. The Series 2020-1 Secured Cellular Site Revenue Notes were the fourth series of notes issued by the issuer.
Also in October, King & Spalding represented two financial institutions in the purchase of $250 million of the Series 2020-2 Class A-2 Secured Data Center Revenue Term Notes, issued by Compass Datacenters Issuer, LLC and Compass Datacenters Canada Issuer Limited Partnership (together, the “Co-Issuers”) in a 4(a)(2) private placement secured by assets and cash flow generated by a portfolio of data centers in the United States and Canada.
In a deal that closed on December 22, King & Spalding represented the sole structuring advisor and bookrunning manager in the sale of $225.2 million in notes ($50 million of which are Series 2020-1 Secured Dark Fiber Network Revenue Variable Funding Notes and $175.2 million of which are Series 2020-1 Secured Dark Fiber Network Revenue Secured Term Notes) backed by the dark fiber network assets of a major fiber network infrastructure provider.
These transactions follow King & Spalding's representation of several major investment banks and issuers in other recent, headline, esoteric securitizations. The King & Spalding specialty finance team for the transactions was compromised of partners Michael Urschel, Ryan McNaughton, Jonathan Arkins, Matthew Sandiford and Jeff Misher, counsel Kevin Manz, Anthony Mechcatie and Mendel Yudin, senior associates Martin Eid, Katie Weiss and Ben Snyder, associates Katy Berger, Adam Ghebrekristos, Charlene Yin, Amber Dong, Michelle Tang, Joshua Saccurato, Leo Liu, Josh Rutstein, Kathryn Wilson and Jeff Zhou, with assistance from partners Sarah Borders (bankruptcy), Austin Jowers (bankruptcy), Arthur Steinberg (bankruptcy), John Taylor (tax), John Green (tax), John Sweet (tax), Robert Dedman (regulatory), Sam Choy (ERISA), Laura Westfall (ERISA), Jeanie Cogill (ERISA), counsel George Williams (regulatory), project attorneys Elizabeth Fox (intellectual property) and Caroline Magee (finance), and associates Joe Quinn (real estate), Roland Macher (real estate), Britney Baker (bankruptcy), Ryan Lichtenfels (securities), Rasheedah Muhammad (finance) and Taylor Armstrong (finance).