David Thatch
Biography
Overview
David Thatch is a structured finance specialist known by clients and other practitioners for his creative thinking, commercial acumen and practical advice, in particular when developing new securitization products and advising clients on evolving domestic and cross-border regulatory matters.
David acts for arrangers, sponsors, corporate issuers and investors active in the esoteric/whole business securitization, rental car securitization and CLO markets globally and he is in his element when tailoring legal solutions to a client's specific needs. Whether solving asset isolation challenges, limiting bankruptcy risks or structuring to manage regulatory risk, he thrives on assisting clients in complex transactions where he can combine his personal touch, collaborative ingenuity and his first-principles approach to legal services.
David's practice is built around complex financings and event-driven work with significant experience in esoteric or non-traditional securitizations, including whole business securitizations, intricate multi-issuance platforms and securitizations involving risks that go beyond traditional financial assets, such as intellectual property, franchise loans and timber assets. David also has a long history in the rental car and truck space.
David's breadth of practice over many years enables him to work closely with corporate issuers in order to understand their business concerns and translate those needs into securitization opportunities. His knowledge crosses over into a broad range of practice areas, for example, the pandemic-related Hertz bankruptcy where he led the restructuring.
In Chambers USA, where David is ranked Band 1 in Structured Finance, clients describe him as being "hard-working" and "very innovative" and" [he] is commercial, constructive and knowledgeable, he is a fantastic partner, and for something new and complex he has a deep toolkit."
David joined White & Case in 1997 and has served on numerous firm committees during his tenure. He acted as the Regional Section Head for Americas Capital Markets from 2019-2023. In the fall of 2012, he completed Harvard Law School's Executive Education program "Leadership in Law Firms."
Experience
Recent Whole Business Securitization and Rental Car Securitization Transactions:
Representation of The Hertz Corporation ("THC") in connection with the establishment of a securitization facility by a special purpose vehicle subsidiary of THC, Hertz Vehicle Financing III LLC, and three separate issuances under the securitization facility with an aggregate value of US$9.7 billion. David also advised Hertz Global Holdings Inc. on its successful financial restructuring after the rental car company filed for chapter 11 protection in May 2020.
Representation of Jersey Mike's Franchise Systems, Inc. in the issuance and sale under an existing whole business securitization by Jersey Mike's Funding, LLC, a special purpose vehicle subsidiary of Jersey Mike's Franchise Systems, Inc., of US$250 million Series 2021-1 2.891% Fixed Rate Senior Secured Notes, Class A-2-I and US$250 million Series 2021-1 2.493% Fixed Rate Senior Secured Notes, Class A-2-II. The notes are secured by assets of Jersey Mike's Funding, LLC and several of its related entities (the "Securitization Entities") including existing and future franchise agreements, certain assets related to the Jersey Mike's Brand, existing and future intellectual property assets and certain economic benefits therein. The Class A-2-I notes have an anticipated repayment date occurring six years after issuance and the Class A-2-II notes have an anticipated repayment date occurring eight years after issuance. The Class A-2-I and Class A-2-II notes were each rated "BBB" by Kroll Bond Rating Agency LLC and S&P.
Representation of a special purpose vehicle of JACK (the "Issuer") in the issuance and sale of US$550 million Series 2022-1 3.445% fixed rate senior secured notes, Class A-2-I and US$550 million Series 2022-1 4.136% fixed rate senior secured notes, Class A-2-II (together, the ""Offered Notes""). The Offered Notes are secured by substantially all of the assets of JACK and its subsidiaries and have an anticipated repayment date approximately five years and ten years after issuance, respectively. The Offered Notes were rated ""BBB"" by S&P Global Ratings and Kroll Bond Rating Agency, Inc. In connection with the issuance of the Offered Notes, the Issuer also entered into a revolving financing facility of series 2022-1 variable funding senior secured notes, Class A-1 (the "Variable Funding Notes"), which allows for the drawing of up to $150 million under the Variable Funding Notes, which include certain instruments, including a letter of credit facility.
Representation of Guggenheim Securities, LLC and ING Financial Markets LLC as initial purchasers in the issuance and sale by a special purpose vehicle of Planet Fitness (the "Issuer") of US$425 million Series 2022-1 3.251% fixed rate senior secured notes, Class A-2-I and US$475 million Series 2022-1 4.008% fixed rate senior secured notes, Class A-2-II (together, the "Offered Notes"). The Offered Notes are secured by substantially all of the assets of Planet Fitness and its subsidiaries and have an anticipated repayment date approximately four years and nine years after issuance, respectively. The Offered Notes were rated "BBB-" by S&P Global Ratings and "BBB" Kroll Bond Rating Agency, Inc. In connection with the issuance of the Offered Notes, the Issuer also entered into a revolving financing facility of series 2022-1 variable funding senior secured notes, Class A-1 (the "Variable Funding Notes"), which allows for the drawing of up to $75 million under the Variable Funding Notes, which include certain instruments, including a letter of credit facility.
Representation of Guggenheim Securities LLC, as sole structuring advisor and sole book-running manager in the issuance and sale under an existing whole business securitization by Five Guys Funding, LLC, a special purpose vehicle subsidiary of Five Guys Holdings, Inc., of $200,000,000 Series 2022-1 4.673% Fixed Rate Senior Secured Notes, Class A-2. The notes are secured by assets of Five Guys Funding, LLC and three additional special purpose vehicle subsidiaries of Five Guys Holdings, Inc. thereof, including existing and future franchise agreements, certain assets related to Five Guys brand, existing and future intellectual property assets and certain economic benefits therein. The Class A-2 notes have an anticipated repayment date occurring approximately six years after issuance. The notes were rated "BBB-" by S&P Global Ratings and "BBB" by Kroll Bond Rating Agency, Inc.
Representation of Sixth Street CLO XIX, Ltd. (the "Issuer"), Sixth Street CLO XIX, LLC (the ""Co-Issuer"", together with the Issuer, the "Co-Issuers") and Sixth Street CLO XIX Management LLC, as Collateral Manager, in connection with (i) the Co-Issuers' incurrence of US$142.3 million Class A Loans, (ii) the Co-Issuers' collateralized loan obligation note issuance, consisting of Up to US$279 million Class A Senior Secured Floating Rate Notes, US$63 million Class B Senior Secured Floating Rate Notes, US$27 million Class C Mezzanine Secured Deferrable Floating Rate Notes and US$27 million Class D Mezzanine Secured Deferrable Floating Rate Notes and (iii) the Issuer's collateralized loan obligation note issuance, consisting of US$15.75 million Class E Junior Secured Deferrable Floating Rate Notes and US$46.85 million Subordinated Notes. JPMorgan is the Placement Agent and U.S. Bank National Association will act as Collateral Trustee and Loan Agent.
Representation of Guggenheim Securities, LLC and Barclays Capital Inc. as initial purchasers in the issuance and sale under an existing whole business securitization by four special purpose vehicle subsidiaries (the co-issuers) of Domino's Pizza, Inc. of US$850 million Series 2021-1 2.662% Class A-2-I fixed-rate senior secured notes (the ""Class A-2-I Notes"") and US$1 billion Series 2021-1 3.151% Class A-2-II fixed-rate senior secured notes ( the ""Class A-2-II Notes"" and collectively, the ""Notes""). The Notes are secured by assets of the co-issuers and certain affiliates thereof, including existing future and franchise agreements, certain assets related to Domino's Pizza brand and the Domino's brand, existing and future intellectual property assets and certain economic benefits therein. The Class A-2-I Notes have an anticipated repayment date occurring approximately seven years after issuance, and the Class A-2-II Notes have an anticpated repayment date occurring approximately ten years after issuance. The Notes were rated BBB+ by S&P.
Representation of Neighborly Issuer LLC in the issuance and sale under an existing whole business securitization by Neighborly Company of (i) US$410 million Series 2022-1 3.695% Fixed Rate Senior Secured Notes, Class A-2 and (ii) US$4 million Series 2022-1 Senior Secured Liquidity Reserve Notes, Class A-1-LR. The notes are secured by assets of Neighborly Issuer LLC and several of its related entities (the "Securitization Entities") including existing and future franchise agreements, certain assets related to the Neighborly Brand, existing and future intellectual property assets and certain economic benefits therein. The Class A-2 notes have an anticipated repayment date occurring seven years after issuance. The Class A-2 notes were rated "BBB-" by Kroll Bond Rating Agency LLC.
Representation of Guggenheim Securities, LLC, BofA Securities, Inc., and Truist Securities, Inc. (collectively, the "Initial Purchasers") in the structuring of a whole business securitization by a special purpose vehicle subsidiary of EWC Ventures, LLC (the "Master Issuer") and the issuance and sale of U.S.$400 million Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 (the "Offered Notes"). The Offered Notes are secured by revenue-generating assets of EWC Ventures, LLC and several of its related entities (the "Securitization Entities"), including existing and future franchise and multi-unit development agreements, supply contracts, profits from wholesale and retail product sales, royalties and other franchise fees, and intellectual property. The Offered Notes have an anticipated repayment date occurring five years after issuance. The Offered Notes were rated "BBB" by Kroll Bond Rating Agency, LLC. In connection with the issuance of the Offered Notes, the Master Issuer also entered into (i) a Variable Funding Note Purchase Agreement that allows for the issuance of U.S.$40 million Series 2022-1 Variable Funding Senior Secured Notes, Class A-1 and (ii) an advance funding facility with Bank of America, N.A. ("BofA") under the Advance Funding Facility Agreement, which allows BofA to make certain debt service advances and collateral protection advances (not to exceed U.S.$5 million).
March 12, 2015: JP Morgan Securitized Products Research Conference
December 12, 2014: Bank of America Merrill Lynch Regulatory Conference
Leading Lawyer, Legal 500, 2024 Structured Finance: Securitization
Band One, Chambers USA 2011-2024, Capital Markets: Securitisation
Band Two, Chambers USA 2011-2024, Capital Markets: Securitisation: CLO's
David has been recognized by the Financial Times Innovative Lawyer Awards since 2011, highlighting whole business securitization and CLO matters.