July 08, 2019
Weil advised Guggenheim Securities and Morgan Stanley, as joint-lead bookrunners and representatives of a consortium of initial purchasers, on a $1.3 billion ABS bond offering by Jack in the Box Funding, LLC, a newly-formed special purpose subsidiary established by Jack in the Box Inc. The transaction, which closed on July 8, 2019, was the first-ever whole business securitization of Jack in the Box, which overhauled its consolidated capital structure by securitizing substantially all of its revenue generating assets, including its intellectual property, franchisee royalty streams, real estate and related company-owned restaurants. In connection with the transaction, Jack in the Box fully repaid and replaced its previously existing unrated corporate credit facility with the proceeds of the asset-backed bonds, which obtained investment grade credit ratings from both S&P Global Ratings and Kroll Bond Rating Agency as a result of the bolstered asset isolation and bankruptcy-remote status achieved by the structure.
The Weil team that advised Guggenheim Securities and Morgan Stanley was led by Structured Finance and Derivatives partners Frank Nocco and Shawn Kodes and included Structured Finance and Derivatives associates David Jackson, Matthew Nemeth and Georgina Draper. The team also included Technology & IP Transactions partner Karen Ballack; Technology & IP Transactions/Privacy associates Edric Itchon, Alexa Chu Clinton and Caleb Small; Real Estate partner Beatriz Azcuy and associate Derek Namerow; Mergers & Acquisitions partner Sachin Kohli; Executive Compensation & Benefits partner Sarah Downie; and Tax partner Larry Gelbfish.