backKing & Spalding’s structured finance team closed a number of esoteric securitization transactions in the second half of 2021. Continuing to respond to heavy market activity and demand for innovation in the sector, King & Spalding has worked on a range of digital infrastructure transactions, a tax lien transaction and whole business securitizations in the restaurant, property restoration and home services industries.
Digital Infrastructure Securitizations
In a deal that closed on November 19, 2021, King & Spalding represented Hotwire Funding LLC in the sale of $1,580 million in notes backed by assets and cash flow generated by a portfolio of lit fiber networks delivering digital infrastructure services (such as data and video) primarily to multi-dwelling and multi-tenant properties.
In a deal that closed on November 22, 2021, King & Spalding represented Diamond Issuer LLC in the issuance of $435 million aggregate principal amount of securitized Series 2021-1 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 leased to companies in the wireless communications industry.
Multiple Restaurant Transactions
In a deal that closed on August 19, 2021, King & Spalding represented the sole structuring advisor and joint lead book-running manager in the sale of $2,250 million fixed rate Series 2021-1 Class A-2 Notes backed by a whole-business securitization of the franchise assets of Taco Bell Corp. The Series 2021-1 Notes are the third series of notes issued by Taco Bell Funding, LLC.
In a deal that closed on September 10, 2021, King & Spalding represented the sole structuring advisor and joint book-running manager, the co-managers and the several banks acting as joint book-running managers in the sale of $575 million fixed rate Series 2021-1 Class A-2 Notes backed by a whole-business securitization of the franchise assets of Sonic LLC.
In a deal that closed on October 21, 2021, King & Spalding represented the sole structuring advisor and joint book-running manager, the co-managers and the several banks acting as joint book-running managers in the sale of $2,350 million fixed rate Series 2021-1 Class A-2 Notes backed by a whole-business securitization of the franchise assets of Dunkin’ Brands Group, Inc.
In a deal that closed on November 5, 2021, King & Spalding represented the sole structuring advisor and sole active book-running manager in the sale of $252.9 million in notes backed by the whole-business securitization of the franchise assets and related intellectual property of the Church’s/Texas Chicken brand.
Automobile Services Platform Securitization
In a deal that closed on September 29, 2021, King & Spalding represented the sole structuring advisor and sole book-running manager in the issuance of $450 million fixed rate Series 2021-1 Class A-2 Notes backed by the whole-business securitization of the franchise assets and the related intellectual property of the franchise brands of Driven Brands, Inc.
Tax Lien Securitization
In a deal that closed on August 25, 2021, King & Spalding represented HTS Fund I LLC in the sale of $105 million Class A Series 2021-1 Texas Tax Loan Collateralized Notes backed by a pool of tax liens and the rights and interests in receivables related to such tax liens.
Health and Wellness Platform Securitization
In a deal that closed on November 24, 2021, King & Spalding represented the sole structuring advisor and sole book-runner in the sale of $511.1 million in notes backed by a whole-business securitization of the franchise assets of Self Esteem Brands, 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, Jonathan Arkins, Matthew Sandiford, Jeff Misher, Matt Nichols, Chris Buchanan, Kim Cagle, Kevin Manz, Martin Eid, Katie Weiss and Jared Zajac, counsel Mendel Yudin, senior associates Katy Berger, Ben Snyder, Stephen Blank and Osahon Omoregie, associates Charlene Yin, Amber Dong, Thomas Prommer, Kathryn Wilson, Jeff Zhou, Valeriya Tatisheva, Tino Illiparambil, Garrett Johnson, Joel Brand, Shuang Wu, Thomas Palisi and Zach Strother, with specialist assistance from partners Sarah Borders (bankruptcy), Tim Hoffmann (bankruptcy), Arthur Steinberg (bankruptcy), Peter Montoni (bankruptcy), John Taylor (tax), John Sweet (tax), John Green (tax), Hap Shashy (tax), Robert Dedman (regulatory), Sam Choy (ERISA), Jenny Neilsson (ERISA), Edward Holzwanger (labor and employment), counsel George Williams (regulatory), senior associate Igor Gorlach (privacy and security), project attorneys Elizabeth Fox (intellectual property), Scott McClure (government matters) and Laura Huffman (litigation) and associates Miguel Cadavid (bankruptcy), Roland Macher, Serena Natt, Morgan Sexton, Allison Dunsford, Sophia Armstrong, Alexis Rosett, Kate Harris, Anthony Fasolino, Connie Lipovsek, Rebecca Miller and Anna Gregg (on diligence and real estate matters).