backKing & Spalding’s structured finance team closed a number of esoteric securitization transactions in the second half of 2022. Continuing to show sector leadership and respond to the need for innovation in the market, King & Spalding has worked on a range of digital infrastructure, music royalty, whole business securitizations, and other esoteric financings in a variety of industries.
Digital Infrastructure Securitizations
In a Data Center securitization that closed on November 7, 2022, King & Spalding represented the Issuer in connection with the issuance of $400 million of Secured Data Center Revenue Series 2022-1 Class A-2 Notes.
In a deal that closed on November 11, 2022, King & Spalding represented the joint structuring agent in connection with the sale of $860.7 Series 2022-1 Class A-2 Notes, $119 Series 2022-1 Class B Notes, and $239.5 Series 2022-1 Class C Notes. The notes are issued by Metronet Infrastructure Issuer, LLC, and are backed by fiber to the premises networks developed by Metronet Holdings, LLC, an affiliate of the Issuer, in five states.
In a telecom securitization that closed on November 22, 2022, King & Spalding represented the issuer in connection with the issuance of $218.6 million Series 2022-A Class A Notes.
In a Data Center deal that closed on December 1, 2022, King & Spalding represented the mezzanine lender in connection with a $50 million warehouse financing.
In a Data Center securitization that closed on December 23, 2022, King & Spalding represented the borrower in connection with a $150 million UK-governed senior revolving note facility, involving assets in Spain and Italy.
Music Royalty Securitization
In a deal that closed on December 22, 2022, King & Spalding represented a global private equity firm in connection with the largest music royalty esoteric securitization that has priced $1.8 billion of senior notes secured by a significant portion of Concord Music Royalties’ highly diversified catalog of sound recordings and songs. To date, it is the largest asset-backed securitization offering of music rights in the industry in terms of both size of issuance and the number of assets.
Automobile Services Platform Securitization
In a deal that closed on October 5, 2022, King & Spalding represented the sole structuring advisor in connection with the sale of $500 million Series 2022-1 Notes ($365 million of which are fixed-rate Series 2022-1 Class A-2 Notes and $135 million of which are Series 2022-1 Class A-1 Notes) backed by the whole-business securitization of the franchise assets and the related intellectual property of the franchise brands of Driven Brands, Inc.
Franchised Restaurant Brand Securitization
In a deal that closed on August 12, 2022, King & Spalding represented one of the largest full-service restaurant companies in the world in connection with the issuance of $325 million aggregate principal amount of Series 2022-1 Class A-1 Notes (the “Notes”) backed by a whole-business securitization of the franchise assets and related intellectual property of Dine Brands.
In a deal that closed on September 16, 2022, King & Spalding represented the administrative agent in connection with the issuance of $120 million of Series 2022-1 Class A-1 Notes backed by the whole-business securitization of the franchise assets of Domino’s Pizza LLC.
Early Education and Care Platform Securitization
In a deal that closed on August 19, 2022, King & Spalding represented the sole structuring advisor and sole book-running manager, in connection with the sale of $427 million Series 2022-1 Notes ($400 million of which are fixed-rate Series 2022-1 Class A-2 Notes and $27 million of which are Series 2022-1 Class A-1 Notes, which include advance notes and notes issued to a letter of the credit provider). The notes are issued by Goddard Funding LLC and are backed by the whole-business securitization of the franchise assets of Goddard Systems, LLC.
These transactions follow King & Spalding's representation of several major investment banks and issuers in other recent, headline, esoteric securitizations. The King & Spalding finance team for the transactions was compromised of partners Michael Urschel, Ryan McNaughton, David Ridenour, Matthew Sandiford, Jeff Misher, Kevin Manz, Martin Eid, Katie Weiss, and Benoit Lavigne, counsels Mendel Yudin, and Bert Eidson, senior associates Katy Berger, Osahon Omoregie and Sean Kelly, associates Nika Silva, Charlene Yin, Sherm Hussein, Amber Dong, Thomas Prommer, Kathryn Wilson, Jeff Zhou, Valeriya Tatisheva, Tino Illiparambil, Samantha Moench, Cameron Storah, John Morris, Shuang Wu, Thomas Palisi and Zach Strother, with specialist assistance from partners Sarah Borders (bankruptcy), John Taylor (tax), Daniel Friel (tax), John Sweet (tax), Robert Dedman (regulatory), Sam Choy (ERISA), Norm Armstrong (antitrust), Russell Sacks (regulatory), Kim Cagle (real estate), Jonathan Melmed (private equity), counsel George Williams (regulatory), Steven Blau (regulatory), project attorney Elizabeth Fox (intellectual property), and associates Britney Baker (bankruptcy), Philip Rizk, Allison Dunsford, Rebecca Miller, Alison Pearman, Roland Macher and Garrett Johnson (on diligence and real estate matters).