EXPERIENCE

Charles’s practice covers a wide range of transactions in multiplatform and esoteric structured financings. Charles advises on the nuanced legal and regulatory issues surrounding complex financings by drawing upon his extensive market knowledge of the traditional securitization industry, as well as his M&A, restructuring and financing background.

Charles is highly ranked by Chambers USA for his work in both whole-business and asset-backed securitizations, and he is recognized as a “Leading Lawyer” by The Legal 500 for his expertise across a range of products. Sources note that Charles “has good understanding of the business issues” and is “thorough, methodical and detail-oriented.”

Charles has represented leading private equity firms and their portfolio companies, such as Apollo Global Management, Roark Capital Group, Palistar Capital and Centerbridge Partners; a variety of public and private corporate clients including Inspire Brands, Element Fleet Management, Merchants Automotive Group and Calpine Corporation; and many of the world’s leading financial institutions, including Morgan Stanley, JPMorgan and Barclays.

Some of his recent representations include:

Whole-Business Securitization

• Roark Capital Group and its portfolio companies in numerous securitization and financing matters, including:
  • Massage Envy in connection with a whole-business securitization transaction consisting of a $335 million term bonds issuance and $50 million of variable funding notes backed by revenues from franchise royalties generated
  • CKE Restaurants Holdings in multiple whole-business securitizations totaling billions of dollars
  • Dunkin’ Brands in its fourth whole-business securitization valued at $2.35 billion
  • Go To Foods (formerly known as Focus Brands) in multiple whole-business securitizations totaling over $1 billion
  • Jimmy John’s in multiple whole-business securitizations totaling over $1.5 billion
  • Mathnasium in its inaugural whole-business securitization totaling $240 million
  • Nothing Bundt Cakes in its inaugural $335 million whole-business securitization and subsequent whole-business securitizations
  • Primrose Schools in its $275 million whole-business securitization and subsequent whole-business securitizations
  • Self Esteem Brands, the parent company of various fitness and wellness brands, including Anytime Fitness, The Bar Method, Basecamp Fitness and Waxing the City, in its inaugural $505 million whole-business securitization and its $480 million whole-business securitization in connection with its merger with Orangetheory Fitness
  • ServiceMaster Brands, 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 and its $400 million whole-business securitization in connection with its acquisition of the Two Men and a Truck brand
  • Sonic Corp. in over $1 billion of notes issuances in its existing whole-business securitization backed by franchise-fee revenues
  • Subway, in its $3.5 billion inaugural whole-business securitization, the largest whole-business securitization on record, its $400 million variable funding note issuance and its $2.3 billion whole-business securitization
• Wingstop Restaurants in connection with its $480 million whole-business securitization and subsequent whole-business securitizations

Infrastructure Assets

• Barclays Capital as sole structuring agent and initial purchaser in a cell tower securitization by Diamond Issuer in connection to their $665 million notes offering
• Symphony Wireless, the dedicated cell site acquisition affiliate of alternative asset manager Palistar Capital LP and the exclusive manager of Palistar's portfolio of wireless easements assets throughout the U.S., in a $200 million securitization of Palistar’s easements portfolio

Fleet Leasing

• Element Fleet Management in numerous transactions, including in connection with:
  • its acquisition and financing of GE Capital’s North American fleet business
  • its Chesapeake Funding fleet lease securitization program, which includes variable funding notes and term notes totaling billions of dollars
  • its Chesapeake Funding IV warehouse facility for its Irish fleet leasing business
• Merchants Fleet in numerous transactions, including in connection with:
  • its asset-based loan facility refinancing substantially all of its senior indebtedness
  • its sale to a group including Bain Capital and the Abu Dhabi Investment Authority and its inaugural fleet leasing securitization program, the proceeds of which were used to fund the acquisition
  • its fleet lease securitization program, which includes variable funding notes and term notes

M&A and Restructuring

• Roark Capital Group in numerous transactions, including in connection with:
  • its acquisition of Subway, a Connecticut-based fast food restaurant franchise
  • its acquisition of Nothing Bundt Cakes, a Texas-based franchisor and operator of gourmet bakeries
  • its affilliate, Inspire Brands, Inc., in its $11.3 billion acquisition of Dunkin’ Brands Group, Inc., the Massachusetts-based parent company of Dunkin’ and Baskin-Robbins
  • its affilliate, Inspire Brands, Inc., in its $2.3 billion acquisition of Sonic Corp., the largest drive-in restaurant chain in the U.S.
  • Arby’s Restaurant Group in its $2.9 billion acquisition of Buffalo Wild Wings, an Ohio-based franchise restaurant
• Diamond Sports Group in its chapter 11 plan of reorganization
• Churchill Capital Corp II, a special purpose acquisition company, in its combined $1.5 billion acquisition of Software Luxembourg Holding S.A. (Skillsoft)
• Hertz Global Holdings, Inc. in its chapter 11 plan of reorganization
• Rabobank as agent for various lenders to Dean Foods during its chapter 11 plan of reorganization

Diamond Industry Transactions

• G.K. Diamonds BV 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. 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 as seller and servicer in its first securitization backed by diamond receivables; and in its second receivables securitization

Other Esoteric

• Apollo Global Management and its portfolio companies in numerous securitization and financing transactions, including:
  • alongside MidCap, as lenders, in an upsize of an existing loan to a subsidiary of Bird Rides, Inc.
  • Coinstar, a portfolio company of Apollo, in connection with the issuance of its Series 2018 Class A-2 Notes, Coinstar’s second securitization and in connection with liability management amendments for its securitization
  • 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
• Centerbridge Partners and its affiliate funds in its first collateralized bond obligation offering, which included the issuance of $356 million aggregate notes