EXPERIENCE

Hilary has extensive experience advising clients on matters related to securitizations, derivatives and structured products, including investment managers, their portfolio companies and financial institutions such as Roark Capital Group, Apollo Global Management and Barclays, among others.

Some of Hilary’s structured finance and securitization experience includes:

• Apollo Global Management and MidCap Financial, as lender, to Bird Rides in a pilot financing for its U.S. fleet of scooters
• 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
• 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
• Self Esteem Brands, a Roark portfolio company and 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
• dick clark productions in connection with the issuance of $340 million of notes 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
• Oxford Finance in a $415 million securitization of loans Oxford has made to healthcare services and life sciences companies
• RBC Capital Markets as the initial purchaser in connection with the issuance by certain subsidiaries of Village Roadshow Entertainment Group (BVI) Limited
• Barclays Capital in several significant securitizations, including the issuance of secured tower revenue notes by Vertical Bridge, the largest private owner and manager of communication infrastructure in the U.S.
• 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

Hilary also has extensive experience on OTC derivatives transactions and comprehensive derivatives documentation infrastructures, including ISDA Master Agreements and collateral arrangements, derivatives clearing documentation, repurchase agreements, master confirmation agreements, prime brokerage relationships, distressed debt trading documentation and participation agreements from both the dealer and end-user perspectives.

Some of Hilary’s derivatives and structured products experience includes:

• Repo-Based Asset Financing – Representation of 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
• 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
• Regulatory Capital Relief Transactions – Representation of investment funds as protection sellers in regulatory capital relief transactions involving credit-linked note and credit default swap structures
• Deal-Contingent Acquisition Hedging– Representation of 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 – Representation of 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 – Representation of 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 – Representation of 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