EXPERIENCE

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

• Subway, a Roark Capital Group portfolio company, 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
• Driven Brands, a leading franchisor and operator of aftermarket automobile services and parts distribution centers and a Roark portfolio company, 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
• Go To Foods (formerly known as Focus Brands), a Roark portfolio company and 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 securitization issuances 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 and its $480 million whole-business securitization in connection with its merger with Orangetheory Fitness

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.
• Total Return Swaps and Repurchase Agreements on Repackaged Notes – Representation of investment funds in the structuring and negotiation of repackaged total return swap or repo-based financing facilities whereby the lender is secured by existing loan and bond portfolios of the investment fund, including advice related to structures involving the formation of bankruptcy-remote special purpose vehicle(s) to borrow and maintain synthetic exposure to the reference portfolio and continue to control voting rights over the loans and bonds.
• Synthetic Leveraged Financings Through Total Return Swaps – Representation of distressed opportunities investment funds in the monetization of single-borrower loan positions and swap portfolios with continued synthetic exposure to the underlying asset positions through total return swap transactions.
• Synthetic Risk Transfer/Regulatory Capital Relief Transactions – Representation of investment funds as protection sellers in SRT regulatory capital relief transactions involving credit-linked note and credit default swap structures.
• Deal-Contingent Hedges – Representation of private equity and corporate clients regarding deal-contingent hedge instruments that protect against risks associated with planned merger transactions, including FX price and interest rate risks.
• 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, including ISDA Master Agreements, collateral agreements, Futures Account Agreements and derivatives clearing documentation, repurchase agreements, prime brokerage agreements, master confirmation agreements, securities lending agreements, give-up arrangements and related documentation, and provide specific trade-related analysis and advice.
• Swaps Regulations Compliance – Representation of 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 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.