Zoë Kam
Associate, New York
Biography
Overview
Zoë Kam is an associate in our Capital Markets group in the New York office concentrating on securitization and structured finance transactions. Zoë represents issuers and underwriters in Rule 144A and Regulation S offerings, whole-business securitizations, asset-backed financings, and collateralized loan obligation issuances and refinancings.
Bars and Courts
New York
Education
JD
University of Chicago Law School
BA
University of California, Santa Barbara
Languages
English
Experience
Zoë's experience includes advising:
- 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.
- 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.
- 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.
- J.P. Morgan Securities LLC, as Placement Agent in connection with AG CC Funding II, Ltd and AG CC Funding II, LLC's incurrence of (i) U.S.$353,300,000 Class A Term Loans and U.S.$100,000,000 Class A Revolving Loans under a Class A-1 Credit Agreement and (ii) U.S.$161,350,000 of collateralized bond obligations, consisting of up to U.S.$79,150,000 Class B Senior Secured Fixed Rate Notes due 2036, U.S.$38,000,000 Class C Mezzanine Secured Deferrable Fixed Rate Notes due 2036 and U.S.$44,200,000 Class D Mezzanine Secured Deferrable Fixed Rate Notes due 2036. Angelo, Gordon & Co., L.P. will act as Collateral Manager and U.S. Bank National Association will act as Collateral Trustee and Loan Agent.
- Guggenheim Securities LLC, as sole structuring advisor and sole book-running manager in the issuance and sale under an existing whole business securitization by HOA Funding, LLC, a special purpose vehicle subsidiary of Hooters of America, LLC, of $275,000,000 Series 2021-1 4.723% Fixed Rate Senior Secured Notes, Class A-2 and US$40 million Series 2021-1 7.432% Fixed Rate Senior Subordinated Secured Notes, Class B. The notes are secured by assets of HOA Funding, LLC and several of its related entities (the "Securitization Entities") including existing and future franchise agreements, certain assets related to the Hooters Brand, existing and future intellectually property assets and certain economic benefits therein. The notes have an anticipated repayment date occurring five years after issuance. The Class A-2 notes were rated "BBB-" and the Class B notes were rated "BB", each by Kroll Bond Rating Agency, Inc.
- 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 ("HVF III") and the issuance of approximately $6.8 billion aggregate principal amount of term and variable funding rental car asset-backed securities, consisting of (i) approximately $2.8 billion Series 2021-A Variable Funding Rental Car Asset Backed Notes, Class A (the "Series 2021-A Notes"), (ii) $2.0 billion Series 2021-1 Fixed Rate Rental Car Asset Backet Notes, Class A, Class B, Class C and Class D (the "Series 2021-1 Notes") and (ii) $2.0 billion Series 2021-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D (the "Series 2021-2 Notes" and together with the Series 2021-A Notes and the Series 2021-1 Notes, the "HVF III Notes"). The HVF III Notes were issued as part of the Second Modified Third Amended Joint Chapter 11 Plan of Reorganization of THC, Hertz Global Holdings, Inc. and certain of their direct and indirect subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on June 10, 2021 and became effective on June 30, 2021.The HVF III Notes were secured by a collateral pool consisting primarily of the rental vehicles used in THC's U.S. vehicle rental operations and the related incentive and repurchase program vehicle receivables. The proceeds from the HVF III Notes were used to fund the purchases of certain vehicles and for the repayment in full of (i) approximately $3.5 billion in aggregate outstanding principal of notes issued by Hertz Vehicle Financing II LP, and (ii) approximately $2.2 billion in aggregate outstanding principal of notes issued by Hertz Vehicle Interim Financing LLC. Any remaining funds are expected to be used for the future purchase or refinancing of vehicles to be leased under a certain operating lease. The Bank of New York Mellon Trust Company, N.A. will act as Trustee and Collateral Agent for the HVF III Notes and Deutsche Bank AG, New York Branch will act as Program Agent for the Series 2021-A Notes.
- Avis Budget Rental Car Funding (AESOP) LLC in its issuance and sale of US$584 million Series 2021-1 1.38% Rental Car Asset Backed Notes, Class A (the "Class A Notes"), US$72 million Series 2021-1 1.63% Rental Car Asset Backed Notes, Class B (the "Class B Notes"), US$48 million Series 2021-1 2.13% Rental Car Asset Backed Notes, Class C (the "Class C Notes"), US$96 million Series 2021-1 3.71% Rental Car Asset Backed Notes, Class D (the "Class D Notes"), and US$44 million Series 2021-1 5.715% Rental Car Asset Backed Notes, Class R (the "Class R Notes," and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the "Series 2021-1 Notes"). The Series 2021-1 Notes have an expected final distribution date occurring approximately six years after issuance. It is a condition to the issuance of the Class A Notes that they be rated "Aaa" by Moody's Investor Services, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"). It is a condition to the issuance of the Class B Notes that they be rated at least "A2" by Moody's and at least "A" by Fitch. It is a condition to the issuance of the Class C Notes that they be rated at least "Baa3" by Moody's and at least "BBB" by Fitch. It is a condition to the issuance of the Class D Notes that they be rated at least "Ba2" by Moody's. The Class R Notes will not be rated.
- Anchorage Capital CLO 13, Ltd. as issuer and Anchorage Capital CLO 13, LLC, as co-issuer on the redemption of notes previously issued by the issuer and the co-issuer; and the issuance of US$453.3 million of collateralized debt obligations by the issuer and co-issuer, consisting of US$1.8 million Class X-R senior secured floating rate notes due 2034, US$91 million Class A-R senior secured floating rate notes due 2034, US$39 million Class B-1-R senior secured floating rate notes due 2034, US$20 million Class B-2-R fixed-rate notes due 2034, US$36.5 million Class C-R mezzanine secured deferrable floating rate notes due 2034, US$26.6 million Class D-1-R mezzanine secured deferrable floating rate notes due 2034, US$6 million Class D-2-R mezzanine secured deferrable floating rate notes due 2034 and US$17.4 million Class E-R junior secured deferrable floating rate notes due 2034. The Issuer also borrowed US$215 million Class A Loans under a credit agreement, which ranked pari passu with the Class A Notes in the payment of interest and principal. Anchorage Capital Group, L.L.C. will act as collateral manager and U.S. Bank National Association will act as trustee, collateral agent, loan agent and paying agent.
- GreensLedge Capital Markets LLC as placement agent on the redemption of notes previously issued by Anchorage Credit Funding 4, Ltd. as issuer and Anchorage Credit Funding 4, LLC as co-issuer; and the issuance of US$770.4 million of collateralized debt obligation notes by the issuer and co-issuer, consisting of US$375 million Class A-R senior secured fixed-rate notes due 2039, US$90 million Class B-R senior secured fixed-rate notes due 2039, US$48.75 million Class C-R mezzanine secured deferrable fixed-rate notes due 2039, US$33.75 million Class D-R mezzanine secured deferrable fixed-rate notes due 2039, US$52.5 million Class E-R junior secured deferrable fixed-rate notes due 2039 and US$170.4 million subordinated notes due 2039. Anchorage Capital Group, L.L.C. will act as collateral manager and U.S. Bank National Association will act as trustee.
- J.P. Morgan Securities LLC as placement agent on the refinancing and issuance of US$437.59 million of collateralized loan obligation notes by 610 Funding CLO 2, Ltd., as issuer, and 610 Funding CLO 2, LLC, as co-issuer, consisting of US$2 million Class X-R-2 senior secured floating-rate notes due 2034, US$248 million Class A-1-R-2 senior secured floatingrate notes due 2034, US$32 million Class A-2-R-2A senior secured floating rate notes due 2034, US$24 million Class A-2-R-2B senior secured fixed-rated notes due 2034, US$23 million Class B-R-2 mezzanine secured deferrable floating-rate notes due 2034, US$21 million Class C-R-2 mezzanine secured deferrable floating-rate notes due 2034, US$17 million Class D-R-2 junior secured deferrable floating-rate notes due 2034 and US$70.59 million Subordinated Notes due 2034. Anchorage Capital Group, L.L.C. will act as collateral manager and U.S. Bank National Association will act as the new trustee after replacing Deutsche Bank Trust Company Americas as the original trustee.