Evan Berman

Whole Business Securitizations

Home Services

• Oncourse Home Solutions in a first-of-its-kind $1.655 billion whole business securitization of home infrastructure warranty assets, which was the largest inaugural non-quick-service restaurant WBS completed at such time
• Authority Brands, the parent company of fifteen leading “do it for me” home service brands, in its (i) inaugural $475 million term and revolving whole business securitization, backed by franchise royalties, company-owned location royalties, vendor rebates and product sales margins,* (ii) subsequent $200 million growth VFN* and (iii) $461 million term additional note issuance and VFN refinancing
• Servpro in a $495 million term and revolving whole business securitization refinancing issuance*

QSRs

• Dunkin’ Brands in a $2.35 billion add-on to, and restructuring of, its whole business securitization, backed by franchise royalties, licensee payments, net rental income, distributions from certain joint ventures and product distribution profits*
• Barclays Capital and J.P. Morgan in an approximately $1.7 billion whole business securitization of substantially all of the revenue-generating assets of Domino’s Pizza*
• CKE Restaurants in a $1.1 billion term and revolving whole business securitization of Carl’s Jr. and Hardee’s, backed by franchise royalties and company-owned restaurant profits, and a $400 million add-on term notes issuance*
• Arby’s in a $975 million term and revolving whole business securitization, backed by franchise royalties, company-owned restaurant royalties and net rental income*
• Jimmy John’s in an $825 million term and revolving whole business securitization, backed by franchise royalties, company-owned restaurant royalties and buying group contract revenues*
• Wingstop in a $480 million term and revolving whole business securitization, backed by franchise royalties, company-owned restaurant royalties and vendor agreement revenues*
• Zaxby’s in a $210 million term whole business securitization issuance and a $75 million novel delayed-draw note issuance offered as a private placement*
• Bojangles in (i) a $455 million term and revolving whole business securitization, backed by franchise royalties and company-owned restaurant royalties and profits* and (ii) a $625 million refinancing

Schools

• The Goddard School in ~$700 million of term and revolving whole business securitization issuances*
• Primrose Schools in a $275 million term and revolving whole business securitization, backed by royalties and revenues from its franchised network of accredited early childhood/pre-K education and day care centers in the U.S.*

Digital Infrastructure Securitizations

• Frontier Communications, the largest pure-play fiber provider in the U.S. at the time, in its inaugural issuance of $2.1 billion of fiber network revenue backed notes and subsequent $750 million follow-on transaction*
• Major internet services provider in a first-of-its-kind $1.35 billion privately rated securitization of cashflows from internet infrastructure assets
• SBA Communications, one of the largest wireless cell tower operators in the Western hemisphere, in a $1.165 billion securitization of cell towers*
• Grain Capital, a private equity fund specializing in telecom investments, in its issuance of $330.05 million of securitized notes backed by payments due from AT&T and Verizon Wireless pursuant to leases of wireless spectrum*

Other Structured Finance and Securitization Transactions

• California Public Utilities Commission in connection with the financing order for PG&E’s $7.5 billion securitization of wildfire recovery costs*
• Major League Baseball in the upsizing of its approximately $1 billion credit facility backed by national media revenues*
• Major commercial finance company in 144A offerings of $700 million of equipment ABS*
• Barclays Capital and Jefferies in the $500 million issuance of securitized notes backed by revenues from the Miramax film library, in the first film securitization closed since the financial crisis*
• Business development company affiliate of a major private equity fund in its commitment to purchase $300 million of PACE bonds and a related warehouse securitization*

*Prior to joining Kirkland

Counsel, Ropes & Gray LLP

Counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP

Chief Legal Officer (Americas), StormHarbour Securities LP