Overview

Our finance and securities practices are consistently ranked among the world’s best in each area, and have recently received practice-wide and individual lawyer recognition in Chambers USA, The Legal 500, and U.S. News. In the structured finance space, our lawyers are known for their expertise in ABS transactions backed by alternative assets, and in particular for their experience in whole-business securitization. Stemming from our groundbreaking work on the original 2006 Dunkin’ Brands whole-business securitization, Ropes attorneys advise issuers, private equity sponsors and investment banks on a large proportion of the WBS transactions in the market every year.

Our lawyers have experience advising clients in a broad range of structured finance transactions, including extensive experience with both 4(a)(2) and 144A securities offerings, including:

Whole-business securitizations
Media and entertainment ABS
Stranded cost securitizations
Collateralized loan obligations (“CLOs”) and other loan securitizations
Trade receivables securitizations and factoring facilities
Other financings backed by “esoteric” assets

Experience

Restaurants

Represented Dunkin’ on multiple offerings under its whole-business securitization, involving the issuance of over $5.7 billion in asset-backed term and variable funding notes.
Represented Domino’s Pizza on multiple offerings under its whole-business securitization, involving the issuance of over $3.5 billion in asset-backed term and variable funding notes.
Represented a major private equity sponsor in connection with numerous whole-business securitization offerings for its portfolio companies accounting for billions of dollars in issuance, including for CKE Restaurants (owner of the Carl’s Jr. and Hardee’s restaurant brands) and Inspire Brands (owner of Arby’s, Jimmy John’s and Sonic Drive-Ins).
Represented a leading franchisor in the quick-service restaurant space on multiple offerings under its whole-business securitization, involving the issuance of $2.7 billion in asset-backed term and variable funding notes.

Commercial / Residential Services

Represented Servpro Industries in the structuring of its inaugural whole-business securitization and its related offerings of over $1.1 billion in asset-backed term and variable funding notes.
Represented Authority Brands, the parent company of ten “do it for me” home service brands, in its inaugural $475 million term and revolving whole-business securitization.
Represented ServiceMaster Brands in connection with the structuring of its inaugural whole-business securitization and the relating offerings of over $750 million in asset-backed term and variable funding notes.
Represented Amarok (formerly Electric Guard Dog), a leading manufacturer and servicer of electric perimeter security fencing solutions, in a private placement of $590 million in Class A and B structured notes backed by its customer contract revenues.

Health, Fitness and Personal Care

Represented Planet Fitness in connection with the structuring of its inaugural whole-business securitization and in its related offerings of over $2.7 billion in asset-backed term and variable funding notes.
Represented European Wax Center on the structuring of its inaugural whole-business securitization, involving the issuance of $400 million in asset-backed term notes and $40 million in asset-backed variable funding notes.
Represented Massage Envy in connection with the structuring of its inaugural whole-business securitization and the relating offerings of over $385 million in asset-backed term and variable funding notes.

Education

Represented The Goddard School in its inaugural whole-business securitization offering of $420 million in term and variable funding notes, and the bridge financing for its acquisition by Sycamore Partners.
Represented Primrose Schools in connection with the structuring of its inaugural whole-business securitization and the relating offerings of over $275 million in asset-backed term and variable funding notes.

Entertainment / Media

Represented Guggenheim Securities in connection with the structuring and offering of $303 million in bonds backed by the Crescendo Music catalog of music publishing rights in December 2021 following its acquisition of the catalog from Lyric Capital Group, in the first 144A securitization backed by music publishing rights.
Represented Guggenheim Securities in connection with a 4(a)(2) notes offering backed by the MusiCapital music publishing rights catalog.
Represented Guggenheim Securities in connection with a 4(a)(2) notes offering backed by the Iconic Artists Group music publishing rights catalog.
Represented Guggenheim Securities in connection with a 4(a)(2) notes offering backed by the Tempo Music music publishing rights catalog.
Represented MRC Entertainment’s Dick Clark Productions in connection with the securitization of the revenues from its five premier annual live-event broadcasts, including Dick Clark’s New Year’s Rockin’ Eve, the Billboard Music Awards, the American Music Awards and the Golden Globes, in a first-of-its-kind rated 144A transaction, and the $700 million refinancing of that transaction in a 4(a)(2) offering.
Represented Barclays Capital and Jefferies in connection with the issuance of $550 million of securitized notes backed by revenues from the Miramax film library of over 700 major motion pictures, in the first film securitization closed after the financial crisis, and the subsequent refinancing.
Represented a group of investors in the structuring of and investment in a $350 million note issuance placed by Goldman Sachs, backed by senior film revenue cash flows under a revenue participation agreement with a major film studio.
Represented Legendary Pictures Funding in a $1 billion asset-backed term loan facility in connection with the refinancing of existing indebtedness.
Represented AIG as investor in notes issued by Larry Levinson Productions to finance the production and distribution of made for television movies.
Represented Ambac Assurance in connection with numerous film securitizations and financings exceeding $3 billion in issuance for Marvel Studios, The Weinstein Company, Universal Studios and DreamWorks.
Represented HSBC and other major investment banks in the private placement of more than $300 million in asset-backed notes backed by Michael Jackson’s music catalog and his direct and indirect interests in other music copyrights, including the Beatles catalog.

General

Represented ACORE on the structuring of a $200 million privately-held CLO secured by commercial real estate loans.
Represented AIG as purchaser of $35.25 million in securitized notes backed by wireless tower assets of Richland Towers.
Represented Apollo Global Management in connection with more than $100 million in debt issued by a structured joint venture vehicle and backed by revenues from a portfolio of four shipping container vessels.
Represented Apollo Commercial Real Estate Finance Inc., a leading publicly traded mortgage REIT sponsored by Apollo Global Management, in connection with the negotiation of multiple repurchase facilities across from Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC and JPMorgan to finance US$2 billion of assets in multiple currencies and on current market terms.
Represented Bain Capital Credit on the structuring of multiple CLOs involving more than $7.5 billion in assets under management.
Represented BidFair on a securitization of art loan receivables in connection with its $3.7 billion acquisition of Sotheby’s Financial Services.
Represented Blackstone Mortgage Trust in closing $15 billion-plus in repurchase and secured credit facilities to finance Blackstone’s global commercial mortgage loan portfolio and originations.
Represented a Boston charter school on a $17 million New Markets Tax Credit financing to fund construction of a new building.
Represented a business development company affiliate of a major private equity fund in its commitment to purchase $300 million of PACE bonds and a related warehouse securitization thereof.
Represented California Public Utilities Commission in connection with the financing order for PG&E’s $7.5 billion securitization of wildfire recovery costs.
Represented Centric Brands on a $375 million debtor-in-possession trade receivables securitization.
Represented Citibank, N.A. in connection with the unwind and settlement of the Rawhide Investors minority-interest financing with Enron Corp.
Represented CSFB, as placement agent, in the sale of $50 million of debt issued by a structured vehicle and backed by pharmaceutical assets for Cephalon, Inc.
Represented Eversource Energy on multiple “stranded cost” securitizations, including an offering by PSNH Funding 3 of $635 million in rate reduction bonds.
Represented a family of private credit funds on over $800 million in financings of their portfolios of middle market health care loans, including through two securitizations structured as 4(a)(2) notes offerings.
Represented Grain Capital, a private equity fund specializing in telecom investments, in its issuance of $330.05 million of securitized notes backed by payments due from AT&T and Verizon Wireless pursuant to leases of wireless spectrum.
Represented John Deere in a $2.5 billion agricultural receivables securitization facility.
Represented a leading life insurance broker for high net worth individuals in two innovative structured life insurance and annuity monetization programs with CSFB and Dresdner Kleinwort Wasserstein.
Represented SBA Communications, one of the largest wireless cell tower operators in the Western hemisphere, in a $1.165 billion securitization of cell towers.
Represented TPG Real Estate on the structuring of a $1.8 billion privately-held CLO secured by high-yield commercial real estate loans.
Represented a leading manufacturer of titanium dioxide on a $75 million trade receivables securitization.
Represented a leading telecommunications company on a $185 million trade receivables securitization.
Represented USIC Locating Services on a $175 million trade receivables securitization.
Represented U.S. Treasury as note purchaser in a $1.5 billion retail installment contract securitization for Chrysler.
Represented Virgin Media in the U.K.’s first ever handset device securitization.