EXPERIENCE

Bob has over 35 years of experience as a financing lawyer, focusing on innovative and specialized finance structures. His expertise spans unique securitizations involving esoteric assets, such as music, films, patent royalties, fiber optic networks and energy projects to project financings and other traditional financings. He advises a diverse range of clients, including public and private companies, financial institutions and investment funds. Bob has extensive experience across a broad array of industries, including media and entertainment, franchise businesses, technology and energy/infrastructure.

Bob has been recognized for his securitization work by both Chambers USA and Chambers Global since 2015, and sources note he is highly sought after for his skill in a wide range of securitizations, and known as “the go-to expert” in securitizations who is “commercial and can solve complex issues quickly.”

Some of his recent representations include:

Whole-Business Structured Financings:

• Subway, in its $5 billion inaugural whole-business securitization, the largest whole-business securitization on record, its $400 million variable funding note issuance and its $4.6 billion whole-business securitization
• Inspire Brands, a portfolio company of Roark Capital Group, in the issuance of WBS bonds for its Dunkin’, Sonic, Jimmy Johns’ and Arby’s brands totaling in excess of $6 billion
• 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
• Orangetheory Fitness, a franchisor of HIIT studios, in a private placement of whole-business structured finance notes
• 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
• UBS Securities, as underwriter in the $355 million securitized acquisition financing by Aurora Capital of NuCO₂ and Goldman Sachs as placement agent of an additional $40 million offering by NuCO₂

Special Situations Transactions:

• MidCap Financial in:
  • the acquisition financing of $3.6 billion of loans managed by Mubadala GE Capital, a JV lending business between General Electric Capital Corporation and Abu Dhabi’s Mubadala Development Company, adapting traditional loan securitization warehouse financing to the needs for certainty and low-execution risk demanded of acquisition financing
  • the negotiation and closing of a $300 million warehousing credit facility supported by a borrowing base of eligible middle market loans
• Apollo Global Management affiliates in connection with common and preferred equity investments in Aldar Investment Properties, 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 Capital Management in its agreement with the International Finance Corporation (IFC), a 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 in the $2.2 billion senior secured credit facilities in connection with the acquisition of Diamond Resorts International
• Apollo Global Management in its €11 billion investment in a joint venture with Intel Corporation to fund the completion of Fab 34, a chip manufacturing plant in Ireland
• Apollo Global Management and Redding Ridge Asset Management, an independently managed Apollo affiliate, on the formation of their ABF LC financing company
• Apollo Global Management and ATLAS SP Partners, the warehouse finance and securitized products business majority owned by Apollo funds, in their $5 billion strategic financing and capital markets collaboration with BNP Paribas, the European Union’s leading global bank
• Bain Capital in its structured equity and debt financing in connection with a joint venture with Antares Capital to provide private equity sponsors and borrowers with access to first lien unitranche loans of up to $350 million dollars
• Centerbridge Partners and Oaktree Capital Management in connection with a term loan and stock purchase to recapitalize Billabong International Limited
• Diamond Resorts International in:
  • three separate warehouse credit facilities with each of Deutsche Bank ($250 million), Wells Fargo ($75 million) and Natixis ($100 million). Each facility finances a special purpose, bankruptcy remote subsidiary of Diamond and secured by a revolving portfolio of eligible timeshare loans
  • multiple securitizations, including in connection with the issuance of $258 million of asset-backed securities, Series 2017-1; and in connection with the issuance of $400 million of asset-backed securities, Series 2018-1
• Highbridge Capital in Digital Cinema Implementation Partners’ $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
• Soros Fund Management in its investment in Quattro Consultoria em Telecomunicações, a wireless broadband network provider in Brazil

Media & Entertainment Transactions:

• Apollo Global Management in numerous transactions including:
  • the $1 billion equity and securitization financing of HarbourView, a boutique entertainment asset manager, including a $300 million securitization of music streaming royalties
  • two separate investments totaling $991 million in a joint venture with Sony Music Group in connection with its purchase of a portfolio of music assets and related rights from two legendary British rock groups
• 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
• 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
• 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
• 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
  • 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
• A group of insurance companies in a $350 million private placement by Goldman Sachs and secured by revenues arising from a portfolio of motion pictures produced and distributed by a major film studio
• 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 Assurance in:
  • numerous film securitizations and financings exceeding $3 billion for studios including Marvel Studios, Universal Studios and Dreamworks
  • a securitization of talent agency commissions
  • a $300 million TV syndication revenue securitization supported by classic television sitcoms
• Citibank in the non-recourse financings of a $1.2 billion portfolio of common and preferred stock, a $1 billion portfolio of convertible preferred stock and $1 billion securitizations of U.S. and foreign motion picture receivables for each of Twentieth Century Fox and Universal Studios
• Citigroup in its $555 million “Beverly One” slate financing for Relativity Media and Sony Pictures
• Credit Suisse First Boston as arranger in a $500 million financing for Walt Disney Studios
• 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
• Endeavor in connection with their entertainment asset financing
• Endemol Shine Group in the refinancing of an existing revolving credit facility and TV receivables securitization financing
• Goldman Sachs as:
  • investor in $750 million of structured debt supported by CSI television series revenues
  • placement agent of senior and subordinated debt and equity in the Asian Film fund
• Barclays in the $500 million initial securitization, and $275 million refinancing, of the Miramax film library
• Legendary Pictures Funding in its $1 billion asset-backed term loan facility in connection with the refinancing of existing indebtedness
• Lehman Brothers in numerous transactions including:
  • a $300 million revolving and term debt facility for Alcon Entertainment’s film production
  • as joint lead arranger and joint bookrunner, in the $542 million securitization of the assets of two subsidiaries of Local Insight Media
• MUFG as structuring agent and an initial purchaser in connection with its inaugural ABS music securitization by Lyra MUSIC Assets
• Paramount Pictures in its Melrose I, Melrose II and Vantage film slate financings
• Senior debt investors in a $100 million structured term debt facility secured by performing rights agency commissions
• Syndicate of banks led by MUFG Bank in connection with its bridge acquisition financing of Hipgnosis Songs Fund (HSF), a fund owning a catalogue of music products
• Untypical Films in its $100 million senior secured revolving credit facility in connection with the refinancing of existing indebtedness
• VICE Media in connection with the upsizing of its senior secured asset-backed credit facilities
• Warner Bros. in its $450 million film co-financing agreement with RatPac-Dune Entertainment to fund a Warner Bros. Pictures and New Line Cinema movie slate of up to 75 titles

Technology Transactions:

• KKR in a financing supported by intellectual property royalties generated by Aimmune Therapeutics
• Symphony Capital, a private equity fund, in phase I and II pharmaceutical research and development joint ventures
• the U.S. Department of Energy as lender in connection with its Advanced Technology Vehicles Manufacturing loan program

Energy & Infrastructure Transactions:

• MetroNet, a portfolio company of Oak Hill Capital and KKR, in its $1 billion inaugural securitization and over $1.5 billion in numerous lending, topco and warehouse facilities, backed by MetroNet’s fiber network and infrastructure assets and customer receivables in mature neighborhoods
• Citibank:
  • and its affiliates in the liquidation of the “Rawhide” transaction and other matters associated with the Enron bankruptcy
  • in financings of portfolios of U.S. power plants, natural gas pipelines, gas liquification facilities and other energy assets aggregating $2.5 billion
  • in the structuring and arranging of a £1 billion of structured equity and debt project financing
• Credit Suisse First Boston, WestLB, CIBC and Citibank in a structured equity financing of a $2.4 billion portfolio of interests in infrastructure projects throughout the world
• Nomura Corporate Funding Americas on a revolving warehouse credit facility to a special purpose bankruptcy remote subsidiary of a major renewable energy infrastructure investor supported by a borrowing base of commercial property-assessed clean energy bonds (C-PACE bonds) and related tax assessments
• Ziply Fiber, a portfolio company of WaveDivision Capital, in its inaugural securitization consisting of over $1.5 billion issuance of term notes and $400 million issuance of variable funding notes, secured by FTTP infrastructure, underlying rights and receivables

Bob currently serves on the Board of Trustees of The Lawerenceville School. Bob served on the Board of Regents of Georgetown University from 2014 to 2020. He also served as co-chair of the Esoteric Assets subcommittee of the Structured Finance Industry Group in 2015 and 2016.