Our Finance Group helps clients navigate the business and legal complexities of novel and multidimensional debt financing transactions. We fully understand the challenges faced by borrowers, investors and lenders throughout a company’s lifecycle, from evolving techniques in acquisition finance to the tensions inherent in distressed situations. We are the firm of choice for the most innovative and complex financing matters, including bespoke structured financings and whole-business securitizations of novel assets and restructurings of multibillion-dollar companies.
Representative Engagements
Acquisition Finance
- Apollo Global Management and its affiliates in the financing aspects of numerous transactions, including:
- Apollo Strategic Growth Capital, a special purpose acquisition company, in its $5 billion business combination with American Express Global Business Travel, a B2B travel platform, to form a publicly traded company
- its $43 billion merger with Athene, a leading retirement services provider
- as lead investor, of the take-private acquisition of Atlas Air Worldwide, a provider of outsourced aircraft and aviation operating services, for an enterprise value of $5.2 billion
- alongside its portfolio company Diamond Resorts International, Inc., a time-share company, and their co-investors, in the $1.4 billion sale of Diamond Resorts to Hilton Grand Vacations
- the spin-off of its portfolio company Edgecast, a business unit of Yahoo, Inc., in the company's sale to Limelight Networks, Inc., a provider of edge enabled web applications and content delivery solutions
- its acquisition of Great Canadian Gaming Corporation, a Canada-based gaming, entertainment and hospitality operator, totaling the USD equivalent of $1.35 billion in financing
- Intrado Corporation, a technology-enabled services company and an affiliate of Apollo, in its $2.4 billion sale of Intrado’s safety business, a provider of critical public emergency telecommunications services, to Stonepeak
- LifePoint Health, a healthcare delivery network and portfolio company of Apollo, in its acquisition of Kindred Healthcare, a Kentucky-based long-term healthcare service
- Funds managed by affiliates of Apollo Global Management, Inc. in Brightspeed’s $7.5 billion acquisition of the incumbent local exchange carrier business of Lumen Technologies, a Louisiana-based telecommunications company
- its $5 billion acquisition of The Michaels Companies, a specialty provider of arts, crafts, framing, floral, wall décor and seasonal merchandise for DIY home decorators
- their $2 billion joint venture with New Fortress Energy to establish Energos Infrastructure, a marine infrastructure platform
- a $1.2 billion equity investment by State Farm in ADT Inc., a leading provider of smart home and small business security and a portfolio company of Apollo
- the formation of a $1.5 billion strategic partnership with Sumitomo Mitsui Trust Holdings and its consolidated subsidiary Sumitomo Mitsui Trust Bank, Limited (SuMi TRUST), a Japan-based trust banking group
- the acquisition of the Terminals, Solutions & Services (TSS) business line from Worldline, a France-based payments servicer
- its $6.25 billion acquisition of The Venetian Resort and Sands Expo and Convention Center from Las Vegas Sands Corporation, including $1.2 billion of seller financing in connection with the $2.25 billion acquisition of the operating assets
- its $5 billion acquisition of Verizon Media (n/k/a Yahoo!), one of the world’s premier global technology and media companies, which is comprised of iconic brands such as Yahoo and AOL, as well as leading ad tech and media platform businesses
- Berkshire Partners in the financing aspects of its acquisition of Harvey Performance Company, a designer and manufacturer of specialized cutting tools for precision machining applications, from Summit Partners
- Caisse de dépôt et placement du Québec (CDPQ) in the financing aspects of its acquisition of a significant stake in ICR, a strategic communications and advisory services company
- The Carlyle Group in the financing aspects of multiple transactions, including the sale of VXI Global, a leading global business process outsourcing (BPO) service provider, through an auction process, to Bain Capital
- Clearlake Capital Group in the financing aspects of its acquisition of Crash Champions, an automotive mechanic services enterprise
- Continental Grain Company in the financing aspects of its all-cash $4.53 billion acquisition of Sanderson Farms, a producer and distributor of fresh, frozen and minimally prepared chicken
- Davidson Kempner in the financing aspects of its acquisition, as majority investor in a consortium, of Chemoil Terminals (n/k/a Olympus Terminals), a petroleum company
- General Electric in the financing aspects of its reorganization through spin-offs into separate publicly traded aviation, healthcare and energy companies
- IBM in the $20 billion financing aspects of its $34 billion acquisition of Red Hat Inc., a North Carolina-based open source software company, creating the world’s largest hybrid cloud provider
- Insight Partners and its portfolio companies in the financing aspects of numerous transactions, including:
- the combination of its portfolio company Campaign Monitor (UK) Limited, a marketing platform and Cheetah Holdings Limited, a product design and development company
- CommerceHub, a marketplace company and portfolio company of Insight Partners, in its pending $660 million take-private acquisition of ChannelAdvisor, an e-commerce company
- Kaseya, an Ireland-based software company and portfolio company of Insight Partners, in its $6.2 billion acquisition of Datto, a cybersecurity and data backup company, and its acquisition of BNG, a financial technology company
- LiveAction, a network security company and portfolio company of Insight Partners, in its acquisition of Primekey Solutions AB, a Sweden-based software design service
- Professional Data Solutions, an enterprise management software company and portfolio company of Insight Partners, in its acquisitions of Koupon Media, Greenprint, Drop Tank and Universe Group plc
- Intertape Polymer Group Inc. in the financing aspects of its $2.6 billion sale to an affiliate of Clearlake Capital Group
- iStar Inc., a real estate investment trust company, in the financing aspects of its $3.07 billion sale of a portfolio of owned and managed net lease assets to an affiliate of Carlyle's Global Credit platform
- Kohlberg & Co. and its portfolio companies in the financing aspects of numerous transactions, including:
- its acquisition of DecoPac, a supplier of cake-decorating ingredients and products, from Snow Phipps Group
- its acquisition of Interstate Hotels & Resorts, a global hotel management company, from Thayer Lodging and Jin Jiang International Hotels
- its acquisition of Myers Emergency Power Systems (Myers EPS), a designer and manufacturer of emergency lighting backup power technology, from Graham Partners
- its acquisition of Ob Hospitalist Group, a provider of customized obstetric hospitalist programs, from Gryphon Investors
- its acquisition of Parts Authority, a national distributor of automotive aftermarket parts
- its acquisition of PCI Pharma Services, a pharmaceutical and biopharmaceutical global supply chain solutions provider, from Partners Group, totaling $1.2 billion in financing
- PCI Pharma Services in its acquisition of Lyophilization Services of New England (LSNE), a biotechnology and pharmaceutical contract manufacturing organization
- its acquisition of Senneca Holdings, a manufacturer and distributer of specialty doors and enclosures for commercial and industrial end markets, from Audax Private Equity
- KPS Capital Partners and its portfolio companies in the financing aspects of numerous transactions, including:
- its $1.4 billion acquisition of DexKo Global, a supplier of highly engineered running gear technology, chassis assemblies and related components
- Howden Group, a United Kingdom-based insurance group and portfolio company of KPS Capital Partners, in Howden’s acquisition of CPI, a Canada-based compression and lubrication service
- its $1.7 billion acquisition of Norsk Hydro ASA, a Norway-based manufacturer of aluminum rolled products
- its $3.45 billion acquisition of Oldcastle BuildingEnvelope (OBE), a provider of architectural hardware, glass and glazing systems, from CRH plc
- its acquisition of Smalto Inc., a France-based men’s clothing retailer
- its acquisition of certain assets of Tate & Lyle PLC, a U.K.-based provider of food and beverage ingredients and solutions, totaling $1.5 billion in financing
- its sale of its portfolio company TaylorMade Golf Company, a manufacturer of golf equipment, golf balls and accessories, to Centroid Investment Partners, a South Korea-based private equity firm
- North Mountain Merger Corp., a special purpose acquisition company, in its business combination with Corcentric, a provider of payments, accounts payable, and accounts receivable technology, to form a publicly traded company with a pro-forma enterprise value of $1.2 billion
- Oak Hill Capital and its portfolio companies in the financing aspects of numerous transactions, including:
- its acquisition of American Veterinary Group, a company that owns and manages a network of veterinary hospitals
- Berlin Packaging, a packaging service and portfolio company of Oak Hill Capital, in its acquisitions of Andler Packaging Group, a value-added distributor of plastic, glass, and metal containers and closures, and Jansy, a provider of turnkey packaging solutions to the health and beauty industry
- its acquisition of Checkers Drive-In Restaurants, a drive-thru restaurant chain, from Sentinel Capital Partners
- its acquisition of Imagine! Print Solutions, a provider of printed in-store marketing solutions
- the acquisition of Greenlight Networks, a fiber-optic Internet provider
- its acquisition of Safe Fleet Holdings, a provider of safety and productivity solutions for fleet vehicles, from The Sterling Group
- Safe Fleet in its acquisition of Kerr Industries, a Canada-based specialty vehicle upfitter providing integrated solutions for the law enforcement, emergency response and commercial vehicle markets, and its subsidiaries, including Crown North America
- its $1.325 billion acquisition of Technimark, a designer and manufacturer of custom injection molded components
- its acquisition of Trinity Air Consultants Holdings and its subsidiaries, an EHS, engineering and science consulting firm, from Levine Leichtman Capital Partners
- its agreement to invest in and partner with U.S. Oral Surgery Management, an oral surgery management company
- its acquisition of ViaWest, the largest privately held data center and managed services company in the U.S.
- QAD Inc.’s Special Committee in the financing aspects of the $2 billion all-cash sale of QAD, a cloud-based enterprise resource software provider to Thoma Bravo
- Roark Capital Group and its portfolio companies in the financing aspects of numerous transactions, including:
- its acquisition of Aftermath, a professional biohazard and crime scene cleanup service
- Inspire Brands, Inc., a multi-brand restaurant owner and an affiliate of Roark Capital Group, in its $11.3 billion acquisition of Dunkin’ Brands Group, Inc., the parent company of Dunkin’ and Baskin-Robbins
- its acquisition of International Car Wash Group, a car wash group with operations across Europe as well as the U.S. and Australia, from TDR Capital
- its acquisition of Mathnasium, a customized math learning program
- Pet Supermarket, a pet supply chain and portfolio company of Roark Capital, in the acquisition and merger of Pet Valu, a Canada-based pet food and supply franchise, and Pet Supermarket
- ServiceMaster Brands, a provider of residential and commercial cleaning, restoration and moving services and a portfolio company of Roark Capital, in its acquisition of TWO MEN AND A TRUCK/International, Inc., a franchised moving company
- Searchlight Capital Partners in the financing aspects of numerous transactions, including:
- alongside Rêv Worldwide, in their $1 billion acquisition of the consumer business of Netspend, a provider of payments and financial solutions, from Global Payments, a financial technology company
- its acquisition of a controlling interest in TouchTunes Interactive Networks, an in-venue interactive music and entertainment platform
- WaveDivision Capital and Searchlight Capital Partners in the financing aspects of their $1.35 billion acquisition of Frontier Communications’ Washington, Oregon, Idaho and Montana operations
- Wellspring Capital Management and its portfolio companies in the financing aspects of numerous transactions, including:
- its sale of Paragon Films, a manufacturer of high performance stretch film, to a subsidiary of Rhone Capital Group
- its acquisition of Rohrer Holding Corp., a retail packaging designer and manufacturer
- its acquisition of SupplyOne, a leading value-added distributor and converter of packaging products
Structured Finance and Securitizations
Whole Business Securitizations
Public Company
- Dunkin’ Brands Inc., one of the largest quick service restaurant franchises, in its fourth whole-business securitization valued at $2.35 billion, backed by all existing and future franchise and development agreements, real property assets and rental income, certain joint ventures, certain product sourcing agreements and intellectual property.
- Driven Brands, a leading franchisor and operator of aftermarket automobile services and parts distribution centers and an affiliate of Roark Capital Group, in multiple ABS and whole-business securitizations totaling nearly $2.5 billion, backed by substantially all of the franchise assets of its automotive quick-service brands, which include Maaco, Meineke, Econo Lube N’ Tune, 1-800-Radiator and Take 5, including Driven’s first whole-business securitization as a public company and the first cross-border whole-business securitization.
- Wingstop Inc., an award-winning fast-casual chicken restaurant chain with more than 1,200 locations worldwide, in numerous whole-business securitizations totaling over $730 million and an acquisition financing facility totaling $200 million, backed by existing and future franchise and development agreements, existing and future company-operated restaurant royalties, certain vendor rebate contracts and intellectual property.
- The Wendy’s Company in its inaugural whole-business securitization and several subsequent whole-business transactions in excess of $3 billion.
- ServiceMaster Brands, a portfolio company of Roark Capital Group, as issuer via special purpose subsidiaries, in its $700 million whole-business securitization backed by substantially all of the franchise assets of its cleaning and restoration brands, including ServiceMaster Restore, ServiceMaster Clean, Merry Maids, AmeriSpec and Furniture Medic.
- Sonic Corp., an industry-leading quick service restaurant franchisor and a portfolio company of Roark Capital Group, in over $1 billion of notes issuances in its existing whole-business securitization backed by franchise-fee revenues through its whole-business securitization master trust.
- Bojangles’ Famous Chicken ‘n Biscuits in its inaugural whole-business securitization, backed by existing and future franchise and development agreements, existing and future company-operated restaurant royalties and profits, and intellectual property.
- Barclays, as sole structuring advisor and joint bookrunning manager with J.P. Morgan, in connection with a $1.6 billion notes issuance backed by a whole-business securitization of the assets of Domino's Pizza.
Private Equity-backed and Privately Held Companies
- Authority Brands, owner and operator of 10 home service brand concepts, in its inaugural whole-business securitization.
- Focus Brands, the franchisor and operator of eight highly recognizable quick service restaurant brands, in multiple whole-business securitizations totaling over $1 billion, backed by all existing and future franchise and development agreements and intellectual property.
- High Bluff Capital Partners in a $250 million whole-business securitization for Church’s Chicken, backed by franchise royalties, intellectual property and company-owned store revenues.
- Massage Envy, the largest and most-recognized provider of spa services in the United States and a portfolio company of affiliates of Roark Capital Group, in connection with a whole-business securitization backed by revenues from franchise royalties.
- CKE Restaurants Holdings, the owner, operator, and franchiser of quick-service restaurants and a portfolio company of Roark Capital Group, in multiple whole-business securitizations totaling billions of dollars, backed by domestic and international franchise agreements along with royalties from real estate, franchisee license, IP and cash flow from some corporate-owned franchises.
- Zaxby’s Operating Company, a chain of quick service restaurants and a portfolio company of Goldman Sachs Private Equity, in its inaugural whole-business securitization totaling almost $1 billion, backed by existing and future domestic franchise agreements and associated royalties and fees, royalties and profits from company-operated restaurants, certain vendor rebates, rental income, other fees and income and intellectual property.
- Self Esteem Brands, the parent company of various fitness and wellness brands, including Anytime Fitness, The Bar Method and Basecamp Fitness and Waxing the City, in its inaugural $505 million whole-business securitization, which represented the first new-issuance franchise whole-business securitization to resurface in the health and wellness industry since the start of the COVID-19 pandemic.
- Primrose Schools, a franchised network of accredited early childhood/pre-K education and daycare centers and a portfolio company owned by affiliates of Roark Capital Group, in its $275 million whole-business securitization.
- Jimmy John’s, a chain of fast-casual restaurants and an affiliate of Inspire Brands and Roark Capital Group, in multiple whole-business securitizations totaling over $1.5 billion, backed by future franchise and development agreements and intellectual property.
- Nothing Bundt Cakes, a category-defining franchised bundt cake concept with locations across the United States and Canada and a portfolio company of Roark Capital Group, in its inaugural $335 million whole-business securitization.
- Arby’s Restaurant Group, Inc. in multiple whole-business securitizations totaling over $1 billion backed by substantially all existing and future franchise agreements, existing and future company-operated restaurant royalties, rental income on fee-owned properties and intellectual property.
Multi-brand
- Authority Brands, owner and operator of 10 home service brand concepts, in its inaugural whole-business securitization.
- CKE Restaurants Holdings, the owner, operator, and franchiser of quick-service restaurants and a portfolio company of Roark Capital Group, in multiple whole-business securitizations totaling billions of dollars, backed by domestic and international franchise agreements along with royalties from real estate, franchisee license, IP and cash flow from some corporate-owned franchises.
- Driven Brands, a leading franchisor and operator of aftermarket automobile services and parts distribution centers and an affiliate of Roark Capital Group, in multiple ABS and whole-business securitizations totaling nearly $2.5 billion, backed by substantially all of the franchise assets of its automotive quick-service brands, which include Maaco, Meineke, Econo Lube N’ Tune, 1-800-Radiator and Take 5, including Driven’s first whole-business securitization as a public company and the first cross-border whole-business securitization.
- Focus Brands, the franchisor and operator of eight highly recognizable quick service restaurant brands, in multiple whole-business securitizations totaling over $1 billion, backed by all existing and future franchise and development agreements and intellectual property.
- Self Esteem Brands, the parent company of various fitness and wellness brands, including Anytime Fitness, The Bar Method and Basecamp Fitness and Waxing the City, in its inaugural $505 million whole-business securitization, which represented the first new-issuance franchise whole-business securitization to resurface in the health and wellness industry since the start of the COVID-19 pandemic.
- ServiceMaster Brands, a portfolio company of Roark Capital Group, as issuer via special purpose subsidiaries, in its $700 million whole-business securitization backed by substantially all of the franchise assets of its cleaning and restoration brands, including ServiceMaster Restore, ServiceMaster Clean, Merry Maids, AmeriSpec and Furniture Medic.
Securitization M&A
- Brookfield in the $1.5 billion structured equity and debt financing of direct and indirect interests in portfolios of music assets acquired by Primary Wave, a private music publishing and talent management company.
- Diamond Resorts International, a global leader in the hospitality industry and a former portfolio company of Apollo Global Management, in the transfer of multiple warehouse financing facilities totaling over $1 billion in connection with Diamond Resorts’ acquisition by Hilton Grand Vacations.
- Merchants Fleet, North America's fastest-growing fleet management company, in the secured financing aspects of its sale of Merchants Automotive Group (d/b/a Merchants Fleet and Merchants Auto) to a group including Bain Capital, ADIA (the Abu Dhabi Investment Authority) and the Merchants Fleet leadership team, consisting of over $2.5 billion in fleet leasing and asset-backed variable funding and term notes, backed by a first-priority security interest in the company’s fleet leasing and other related assets.
- Roark Capital Group in its $12 billion acquisition of Dunkin’ Brands, including all existing securitizations and new multibillion dollar issuances.
- Roark Capital Group its acquisition of ServiceMaster Brands, including securitizations backed by substantially all of the franchise assets of its cleaning and restoration brands, including ServiceMaster Restore, ServiceMaster Clean, Merry Maids, AmeriSpec and Furniture Medic.
- Roark Capital Group in its acquisition of Nothing Bundt Cakes, including its inaugural $335 million whole-business securitization.
Media & Entertainment
- Apollo Global Management in the $479 million securitization of assets of HarbourView Equity Partners, a global alternative asset manager focused on investment opportunities in the media and entertainment space founded by Sherrese Clarke Soares.
- Brookfield in the $1.5 billion structured equity and debt financing of direct and indirect interests in portfolios of music assets acquired by Primary Wave, a private music publishing and talent management company.
- Goldman Sachs and its affiliates as agent, lender and initial purchaser in connection with the establishment of a financing platform for music copyrights, royalties and related assets for Blackstone-backed Hipgnosis, with up to $1 billion financing of music copyrights, royalties and related assets for Hipgnosis. Hipgnosis is the largest UK-listed investor in music catalogs and royalties with gross assets of $2.2 billion. The newly launched financing shelf included a warehouse credit facility (Paul, Weiss represented Goldman Sachs as agent) and the subsequent issuance of ABS (Paul, Weiss represent Goldman Sachs as initial purchaser) in each case with respect to assets totaling approximately $400 million.
- Guggenheim in multiple securitizations and financings transactions in the music industry, including:
- as structuring advisor and lead arranger of Northleaf Capital Partners’ purchase of a music catalog from Lyric Capital Group, which is believed to be the first registered 144A note offering backed by the securitization of music rights; the catalog includes recording rights and income generated by 52,729 songs of over 1,300 artists, including Taylor Swift, The Who, Chicago and Tim McGraw. Northleaf sold $303.8 million of asset-backed securities, with a Northleaf-sponsored special-purpose vehicle collecting income generated from the catalog worldwide and issuing payments to Guggenheim and the noteholders
- as placement agent in a private placement of notes issued by Tempo Music Investments to insurance companies, including potentially Nuveen;
- as placement agent in a 4(2) placement of $92 million in bonds backed by Iconic Music Group copyrights;
- as structuring and placement agent in a bridge loan and notes offering for the acquisition of a portfolio of music assets.
- RBC in structuring the issuance of over $420 million of notes backed by a library of over 100 films co-financed or otherwise acquired by Village Roadshow.
- AIG in connection with the $70 million securitization financing facility with Larry Levinson Productions, a leading Hollywood production company that has produced over 200 made-for-television movies for major broadcast networks and leading cable channels.
- AMBAC in the $525 million production and securitization financing for Marvel Studios.
- Barclays in the $500 million initial securitization, and $275 million refinancing, of the Miramax film library, which is the first publicly issued securitization of film library assets in a 144A transaction and the first major film ABS transaction of any kind to close after the 2008 financial crisis.
- dick clark productions in connection with the issuance of over $500 million of notes by a newly-formed subsidiary of dcp backed by revenues from the future production of five annual live event television programs: Dick Clark’s New Year’s Rockin’ Eve, the American Music Awards, the American Country Music Awards, the Billboard Music Awards, and the Golden Globes
- Endemol Shine Group in the refinancing of an existing revolving credit facility and TV receivables securitization financing.
- Goldman Sachs in a $350 million note issuance, backed by revenues from a portfolio of motion pictures that were produced and distributed by 20th Century Fox, a major film studio.
- HPS Capital Partners in the $660 million transaction to finance the acquisition and installation of digital cinema projectors and related equipment in approximately 15,000 movie theater screens across the United States and Canada supported by exhibition payments from film studios.
- Legendary Entertainment in the $1 billion asset-backed term loan facility in connection with the refinancing of existing indebtedness.
- Lehman Brothers, as joint lead arranger and joint bookrunner, in the $542 million securitization of the assets of two subsidiaries of Local Insight Media
Sports
- Major League Baseball in connection with the ongoing issuance of two multi-billion dollar securitization facilities backed by the league’s national media revenues in excess of $4 billion.
- Major League Baseball in connection with a $500 million senior secured facility backed by certain revenues related to the L.A. Dodgers stadium.
- Miami Heat in connection with joining the National Basketball Association’s league-wide securitization facility.
Stranded Cost & Utility Securitizations
- California Public Utility Commission (CPUC) in numerous structured financings and securitizations over the last two decades, including:
- in structuring PG&E’s rate-neutral $7.5 billion securitization transaction to help PG&E finance costs efficiently while benefitting customers and accelerating payment to wildfire victims
- in two ratepayer-backed securitization transactions for PG&E for $800 million and $983 million to benefit PG&E in connection with wildfire infrastructure
- in two ratepayer-backed securitization transactions for Southern California Edison for $333 million and $550 million of wildfire infrastructure costs, as well as additional follow-on financing for Southern California Edison in connection with wildfire infrastructure
- numerous issuances totaling over $15 billion (tax exempt and taxable) in energy bonds to finance energy costs for the three major electrical utilities in California during California’s energy crisis
- Ducera Partners, as financial advisor to the Missouri Public Service Commission, in two ratepayer-backed securitizations, the first deals of their kind in Missouri. The securitizations are related to debt incurred by Winter Storm Uri and energy transition costs associated with the closing of a coal-fired generating plant.
- Oklahoma Gas & Electric in a ratepayer-backed securitization to recover costs incurred in connection with Winter Storm Uri. This was the first stranded cost securitization in Oklahoma.
- RBC Capital Markets and Guggenheim Securities, as lead underwriters, in the $1.3 billion nuclear asset-recovery bond issuance by Duke Energy Florida Project Finance.
- RBC Capital Markets, as underwriters, in two ratepayer-backed securitizations involving storm recovery bonds in North Carolina, where storms caused over $1 billion of damage between 2018-2019.
- RBC Capital Markets, as underwriters, in a ratepayer-backed securitization for Public Service Company of Oklahoma to recover costs incurred in connection with Winter Storm Uri.
Diamond Securitizations
- G.K. Diamonds BV, a Belgium-based rough and polished diamond distributor and manufacturer, in its inaugural $140 million cross-border securitization backed by existing and future rough and polished diamond inventory; and in its second cross-border inventory-based securitization.
- Pluczenik Diamond Company, N.V., an international diamond company, as seller and servicer for its second diamond receivables securitization, as well as its inaugural $150 million cross-border inventory securitization, backed by existing and future rough and polished diamond inventory.
- Stargems DMCC, an international diamond company, as seller and servicer in its first securitization backed by diamond receivables; and in its second receivables securitization.
Fleet Financing / Securitizations
- Apollo Global Management and its affiliate funds on matters relating to Hertz’s approximately $11 billion ABS debt in connection with a $6.5 billion joint bid alongside Knighthead Capital Management and Certares Opportunities, as sponsor to Hertz Global Holdings’ chapter 11 plan of reorganization and to fund the company’s exit from bankruptcy.
- Merchants Fleet, North America's fastest-growing fleet management company, in the secured financing aspects of its sale of Merchants Automotive Group (d/b/a Merchants Fleet and Merchants Auto) to a group including Bain Capital, ADIA (the Abu Dhabi Investment Authority) and the Merchants Fleet leadership team, consisting of over $2.5 billion in fleet leasing and asset-backed variable funding and term notes, backed by a first-priority security interest in the company’s fleet leasing and other related assets.
- Apollo Global Management and MidCap Financial, as lender, to Bird Rides in a pilot financing for its U.S. fleet of scooters
- Apollo Global Management in its structured joint venture with Prime Marine Management for the acquisition and operation of oil and product shipping vessels headquartered in Greece, known as Dynamic Product Tankers.
- Element Fleet Management, the leading global fleet management company, in connection with its U.S. fleet securitization program.
- Merchants Fleet, North America's fastest-growing fleet management company, in connection with a warehouse ABL.
- UHAUL in its $304 million issuance of asset-backed notes as part of its rental truck fleet securitization.
Timeshare Financing
- Amherst Pierpont Securities in several issuances of asset-backed securities by Westgate Resorts, one of the largest timeshare resort developers in the United States, totaling over $2 billion, including the first cross-border whole-business securitization at the time.
- Diamond Resorts International, a global leader in the hospitality industry and a former portfolio company of Apollo Global Management, in multiple asset-backed bank warehouse and conduit facilities totaling over $1 billion, including a timeshare loan securitization backed by a trust estate consisting of a pool of timeshare loans, as well the transfer of multiple warehouse financing facilities in connection with Diamond Resorts’s acquisition by Hilton Grand Vacations.
- BMO in a $298 million commercial paper funded securitization of timeshare loan receivables originated by Westgate Resorts and its affiliates.
- Capital One in the issuance of two loan facilities totaling $63 million backed by certain timeshare mortgage backed securities
Cell Tower / Billboard / Data Center
- AIG, as purchaser, of $35 million in securitized notes backed by wireless tower assets of Richland Towers (n/k/a American Tower); and with a securitization of wireless tower assets for Richland Towers.
- Apollo Global Management, as lender, under $100 million asset-backed credit facility secured by cell tower construction receivables.
- Barclays and Deutsche Bank in connection with a receivables bid for PG&E’s cell tower transmission assets.
- Barclays and Deutsche Bank in numerous multibillion-dollar issuances of secured tower revenue notes by Vertical Bridge, the largest private owner and manager of communication infrastructure in the U.S., backed by a portfolio of cellular sites and related assets.
- Barclays in numerous issuances by Diamond Communications, one of the largest privately-owned tower and wireless infrastructure companies in the U.S., backed by a portfolio of cellular sites and related assets.
- Barclays in the securitization of billboard revenue notes for Fairway Outdoor Funding, a special purpose securitization subsidiary of Fairway Outdoor Advertising.
- Barclays, Deutsche Bank and Guggenheim in various whole-business securitizations for Adams Outdoor Advertising totaling over $2 billion, backed by billboard revenue notes.
- Grain Management in multiple issuances of approximately $530 million of securitized notes backed by payments under wireless spectrum leases.
- MetroNet, a telecommunications company and the largest privately-owned fiber to the premises (FTTP) platform in North America and portfolio company of Oak Hill Capital and KKR, in its inaugural securitization and numerous lending, topco and warehouse facilities, backed by MetroNet’s fiber network and infrastructure assets and customer receivables in mature neighborhoods.
- QTS Realty Trust in an attempted securitization of data centers.
- SBA Communications, one of the largest wireless cell tower operators in the Western hemisphere, in connection with over $6.4 billion of securitizations, backed by mortgage liens on cell towers.
- TowerCo in several financings secured by tower receivables.
Accounts Receivables Securitizations
- ABC Technologies, an affiliate of Apollo Global Management, in a factoring agreement.
- Affiliates of Apollo Global Management in the purchase of accounts receivables from Tenneco Automotive Operating Inc. and subsidiaries
- Carrier Global in the sale of accounts receivables to BNP Paribas.
- ClubCorp, the largest owner and operator of private golf and country clubs in the United States and a portfolio company of Apollo Global Management, in a $75 million receivables securitization.
- Covis Pharma, an affiliate of Apollo Global Management, as seller in a factoring agreement with MUFG.
- Kymera, an affiliate of Palladium Equity Partners, in the sale of accounts receivables to Evolution.
- Lumileds Holding, and its foreign and domestic subsidiaries, in connection with its $200 million account receivables facility.
- McGraw-Hill Global Education, a leading provider of education materials and learning solutions and former portfolio company of Apollo Global Management, in a $150 million receivables securitization.
- Novolex Holdings and subsidiaries in the sale of accounts receivables to Wells Fargo.
- One Call Corporation and its subsidiaries in connection with a $75 million receivables warehouse.
- Univision Communications Inc. in its $400 million trade receivables facility.
- Wheels Donlen, an affiliate of Apollo Global Management, in its securitization of accounts receivables to PNC Bank.
- Yahoo AdTech, an affiliate of Yahoo and Apollo Global Management, in the sale of accounts receivables to Wells Fargo.
Warehouse Financings
- Apollo Global Management affiliates in the financing aspects of its $475 million investment in Liquidity Group, an Israeli credit-oriented fintech platform and fund manager.
- MidCap Financial, a middle-market lender affiliated with Apollo Global Management, in financing aspects of its $3.6 billion acquisition of loans managed by Mubadala GE Capital, a joint venture lending business between General Electric Capital and Abu Dhabi’s Mubadala Development Company, consisting of adapted traditional loan securitization warehouse financings.
Tax Lien / PACE Financing
- Apollo Global Management in connection with its renewable funding securitization transactions, including warehouse and private securitization transactions collateralized by PACE Bonds used to fund renewable energy projects in California.
- Capital One, as sole structuring advisor and joint bookrunner, and Amherst Pierpont Securities, as joint bookrunner, in formation of a dedicated offering program for Finch Investment Group, including two bond issuances backed by a portfolio of property tax lien assets.
- Deutsche Bank in several groundbreaking transactions securitized on property tax and bond receivables for water- and energy-efficiency retrofits and green energy generation, including multiple issuances backed by a portfolio of mostly residential property assessed clean energy (PACE) assets that were used to finance projects covering resiliency, energy efficiency, renewable energy and water conservation projects.
- Guggenheim in multiple property tax lien securitizations, including as initial purchaser in the $159 million notes issuance by Cazenovia Creek Funding I, backed by a pool of tax liens relating to unpaid real property taxes, assessments and other charges secured by real property.
- A subsidiary of Nomura and several other clients in connection with numerous proposed and closed commercial PACE transactions.
CLO + CBO
- Centerbridge Partners in the development and issuance of its inaugural CBO platform.
- Oaktree Enhanced Income Fund, a private equity fund investing in leveraged loan assets, in three CLO issuances totaling approximately $1.8 billion, together with a related $750 million warehouse financing.
- Sculptor Capital Management, as collateral manager, in connection with multiple issuances of CLO securities.
Alarm Deals
- ADT Inc. in a receivables financing facility backed by customer installment receivables for ADT’s security systems, subject to renewal, that permits financing of up to $200 million.
- MBIA Insurance Corporation in the $800 million whole-business securitization of alarm monitoring revenues for Monitronics.
Other Structured Investments
- Apollo Global Management affiliates in connection with common and preferred equity investments in Aldar Investment Properties, a leading real estate development, management and investment company headquartered in Abu Dhabi, United Arab Emirates, as part of a landmark $1.4 billion strategic investment in Aldar, consisting of a $400 million common and preferred equity investment in a subsidiary of Aldar, and a deferred land sale arrangement pertaining to Aldar’s landbank activities.
- Apollo Global Management, as lender, in a $150 million loan to Hyundai Merchant Marine and Washington United Terminals, backed by its West Coast ports.
- Apollo Global Management in a structured equity investment in AMP Solar Inc. and affiliates for the construction of solar energy generation units in the U.K.
- Apollo Global Management in due diligence and potential securitization financing of various equipment portfolios including rail and aircraft
- Apollo Global Management in its agreement with the International Finance Corporation (IFC), a Washington, DC-based member of the World Bank group of institutions, to create a joint venture platform to invest up to $1 billion in portfolios of sub- and non-performing consumer, auto and housing loans in various developing countries.
- Apollo Global Management, as lender, in a $80 million project financing for Skyonic.
- Bain Capital in its structured equity and debt financing in connection with its joint venture with Antares Capital, a credit manager, to provide private equity sponsors and borrowers with access to first lien unitranche loans of up to $350 million dollars in a single transaction.
- BlackRock, as lender, in a $80 million loan to Eagle Maritime, a port operator in the Port of Los Angeles
- Oxford Finance in a $415 million securitization of loans Oxford has made to healthcare services and life sciences companies.
Derivatives and Structured Products
Synthetic Financings
- Repo-Based Asset Financing – Major private equity funds and opportunistic hedge funds in the financing of loan and bond asset acquisitions and holdings through the use of repurchase agreements.
- Acquisition Finance through Total Return Swaps – A large private equity fund in the structuring and negotiation of total return swaps and other bespoke synthetic instruments used to finance acquisition of portfolio company indebtedness and equity.
- Synthetic Warehouse Financing – Global financial institutions as swap providers under synthetic warehouse facilities in form of loan total return swaps to extend leverage and/or bridge financing to investment funds and CLO sponsors.
- Synthetic Leveraged Financings through Total Return Swaps – Representation of distressed opportunities investment funds in the monetization of large bankruptcy claims portfolios, single-borrower loan positions and swap portfolios with continued synthetic exposure to the underlying asset positions through total return swap transactions.
- Total Return Swap on Repackaged Notes – Investment funds in the structuring and negotiation of a repackaged total return swap financing facility to obtain secured credit against an existing loan and bond portfolio, including structures involving the formation of multiple bankruptcy-remote special purpose vehicles to borrow, maintain synthetic exposure to the reference portfolio and continue to control voting rights over the loans and bonds.
- Structured Loans Secured by Distressed or Illiquid Assets – A major U.S. bank as lender in the structuring and negotiation of full recourse loans to hedge funds secured by bankruptcy claims, equity positions, commodities, loans and other distressed or illiquid asset pools and supported by credit default swap protection.
- Spin-off of Proprietary Trading Platform and Creation of Hedge Fund – The global principal strategies division of a U.S. broker-dealer in the spin-off from the broker-dealer and establishment of an independent hedge fund, including the negotiation of total return swap and repo-based asset transfers, financing agreements, establishment of a prime brokerage, give-up and derivatives trading infrastructure and ongoing trading advice.
Equity Derivatives
- Accelerated Share Repurchase Transactions – Issuers in collared and uncollared accelerated share repurchase transactions through forward contracts.
- Equity Collar Hedge – An investment fund in the structuring of a cross-border collar transaction to hedge a concentrated stock position including securities lending arrangements and borrowing facility relating to the underlying put and call options.
- Convertible Note Hedge/Call Spread – U.S. and foreign investment banks and issuers in structuring and negotiating call spread transactions and share lending arrangements in connection with convertible note issuances. Representation of acquirers in negotiated unwinds of note hedge and warrant trades in connection with make-whole fundamental change transactions.
Credit Derivatives
- CDS Advice – Numerous buy-side firms in their analysis and advocacy regarding actual and potential credit events and succession events including Caesar’s, Hovnanian, iHeart Communications, McClatchy, Sears and Windstream, and participation in ISDA working groups considering amendments to the Credit Derivatives Definitions and DC Rules framework in connection with “narrowly tailored credit events.”
- CDS on CDO Litigation – A major U.S. bank as defendant and counter-plaintiff in a breach of contract action under a credit default swap on collateralized debt obligations with pay-as-you-go or physical settlement.
- Accounts Receivable Puts – Suppliers and hedge funds in the negotiation of default protection agreements referencing various distressed resale companies, consisting of options to put accounts receivable claims to the protection seller in a bankruptcy of the reference entity and related claims transfer agreements.
- Regulatory Capital Relief Transactions – Investment funds as protection sellers in regulatory capital relief transactions involving credit-linked note and credit default swap structures.
Derivatives Trading and Regulatory Advice
- Cryptocurrency Trading Advice – Investment funds and high-net-worth individuals in the negotiation of cryptocurrency derivatives trading documentation, collateral agreements, execution and custodial arrangements and related regulatory analysis.
- Deal-Contingent Acquisition Hedging – Private equity and hedge funds regarding foreign exchange and interest rate exposure in connection with offshore acquisitions and dispositions, non-USD investor contributions and financial covenant compliance, and negotiation of deal-contingent trading platform documentation required to implement related strategies.
- OTC Derivatives Trading Documentation Infrastructure – Large and medium-sized hedge funds, private equity funds and hybrid investment vehicles in the structuring, negotiation and implementation of the comprehensive suite of derivatives trading documentation (ISDA Master Agreements, collateral agreements, Futures Account Agreements and derivatives clearing documentation, repurchase agreements, prime brokerage, master confirmation agreements, securities lending, give-up arrangements and related documentation) and provision of specific trade-related analysis and advice.
- Swaps Regulations Compliance – U.S. and non-U.S. financial institutions and corporate clients in the analysis, implementation and compliance with Dodd-Frank, EMIR and other derivatives regulations, including the cross-border application of CFTC swap regulations, clearing and reporting obligations, swap dealer/major swap participant registration and uncleared swaps requirements.
- Interest Rate, Commodity Price and FX Hedging Platforms – Swap providers and borrowers in connection with requisite and discretionary interest rate, commodity and FX hedging transactions under syndicated secured loan facilities and project financings and negotiation of related trading platform documentation.
- Energy and Commodity Transactions – A power provider in the negotiation and structuring of derivatives and financing transactions involving carbon emissions rights, electricity transmission and other offtake agreements.
Derivatives and Bankruptcy
- Derivatives and Bankruptcy – The steering committee of first lien lenders of Texas Competitive Electric Holdings Company (TCEH) in connection with TCEH’s outstanding interest rate and commodity swap portfolios and related swap claims trading issues.
- Claims Trading Advice – A major U.S. bank as market maker in the Lehman and Eastman Kodak bankruptcy claims trading secondary markets. Representation of the bank in its acquisition of approximately $8 billion in claims against Westinghouse Electric Company and its affiliates, and approximately $2 billion in related guarantee claims against non-debtor Toshiba Corporation, and subsequent participations and assignments of the claims to a creditor consortium.
- Insolvency Strategic Advice – A major U.S. bank, its broker-dealer and unregulated affiliates in connection with derivatives claims in the Lehman Brothers, Chrysler and MF Global bankruptcies.