Zaxby’s Executes $285 Million Whole-Business Securitization Offering

Ropes & Gray represented Zaxby’s, the franchisor of the iconic chain of more than 900 quick casual chicken restaurants across 17 states in the Southern U.S., in a new issuance of asset-backed notes from its whole business securitization.

The new debt consists of $210 million of traditional term WBS notes and a $75 million novel delayed-draw note component offered as a private placement, under which Zaxby’s has access to additional committed debt capital for 12 months after the closing date at the same fixed interest rate as the term WBS notes issued at closing, following which the drawn amount of the DDN notes will become 144A eligible. This delayed draw feature gives Zaxby’s greater flexibility with respect to its near-term financing needs while providing certainty as to the cost of capital on the future DDN drawings.

The Ropes & Gray team was led by securitization partner Christopher Poggi, securitization associates Matthieu Wharmby, Vanessa Bateau and Courtney Jones, capital markets partner Will Michener, capital markets associate Tara Javadzadeh, IP transactions partner Erica Han, tax partner Eric Behl-Remijan, real estate partner David Kaye and business restructuring partner Andrew Devore.