As Regional Section Head of the Americas Capital Markets section, 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, issuers and investors active in the esoteric 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 post credit crisis, 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 and a sophisticated collateralized loan obligation (CLO) practice.
He is a leading voice in the structured finance industry on the topic of risk retention, as lawyers and clients navigate the legal approach to regulatory risk in response to government agencies' implementation of final risk retention rules. In the LSTA’s recent appellate court victory regarding CLO managers and risk retention, the court adopted a reasoning first articulated in White & Case's 2011 client alert on the topic.
In Chambers USA, where David is ranked Band 2 in Structured Finance, clients describe him as being "creative and thoughtful" as well as "a great advocate for his clients," and "[h]e brings a broader background to the table and is excellent at training his team to provide equally excellent service." As a partner who believes strongly in the development of his people, the recognition of his team's excellence in the final quote was a source of particular pride.
David joined White & Case in 1997 and has served on numerous firm committees during his tenure. In the fall of 2012, he completed Harvard Law School's Executive Education program "Leadership in Law Firms."
Recent Whole Business Securitization Transactions:
Planet Fitness Holdings
Representation of Guggenheim Securities, LLC, as sole structuring advisor and sole book-running manager, along with Citigroup Global Markets Inc. and ING Financial Markets LLC, as co-managers, in the $1.2 billion initial issuance and sale of asset-backed notes under a whole business securitization by Planet Fitness Master Issuer LLC, a wholly owned subsidiary of Planet Fitness Holdings, LLC. The notes are secured by assets of the Planet Fitness including (i) all existing and future franchise agreements and area development agreements with respect to gyms franchised under the Planet Fitness brand in the United States, (ii) all existing and future intellectual property assets, (iii) all existing and future contracts with certain third-party vendors, (iv) all existing and future equipment supply agreements and (v) certain corporate-owned store assets.
Representation of Guggenheim Securities LLC, as lead initial purchaser, sole structuring advisor and sole active book-running manager, along with Goldman, Sachs & Co., as initial purchaser and passive book-running manager, and Rabo Securities USA, Inc., as initial purchaser and co-manager, in the issuance and sale under an existing whole business securitization by six special purpose vehicle subsidiaries of Sonic Corp. of US$425 million of notes. The notes are secured by substantially all of the assets of the Co-Issuers as well as by substantially all of the assets of Sonic Franchising LLC, which assets include, among other things, current and future intellectual property assets, franchise agreements and real property.
Representation of Guggenheim Securities LLC as initial purchaser in the issuance and sale of US$1.9 billion of asset-backed certificates under a whole business securitization by Domino's Pizza Master Issuer LLC 2017-1. The notes are secured by assets of the master issuer 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. David previously advised Guggenheim Securities LLC as the lead initial purchaser on a US$1.3 billion issuance of asset-backed notes under a whole business securitization by special purpose vehicle subsidiaries of Domino's Pizza, Inc.
Representation of Guggenheim Securities LLC as initial purchaser in the issuance and sale of US$1.4 billion of asset-backed notes under a whole business securitization by Dunkin' Brands Group Inc., the parent company of Dunkin' Donuts, an American global donut company and coffeehouse. The notes are secured by assets of the master issuer as well as by additional newly formed SPVs, including existing future and franchise agreements, certain assets related to Dunkin' Donuts, all existing and future intellectual property assets and certain economic benefits in the existing and after-acquired intellectual property outside of North America owned by Dunkin' Brands.
Representation of Guggenheim Securities LLC as structuring advisor and underwriter in this first of its kind whole business securitization. The unique credit profile of the assets included coin kiosks, intellectual property related to patents and software for coin counting and sorting and royalty payments. Working closely with the issuer, Guggenheim Securities was tasked with crafting an innovative securitization of Coinstar’s profit margin on the coin deposits received into Coinstar's kiosks.
Representation of Guggenheim Securities LLC, as lead initial purchaser, along with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Rabo Securities USA, Inc., as the co-managers, in the issuance and sale under a whole business securitization by Wendy's Funding, LLC, a newly formed special purpose vehicle subsidiary of The Wendy's Company, of US $2.275 billion of notes. David subsequently advised the initial purchaser and co-managers on a US$900 million notes issuance by Wendy's Funding, LLC.
FT Innovative Lawyer Award Transactions:
Implemented Middle-Market Loan CLO Platform for Antares CLO 2017-1 LTD., 2017:
Represented Antares Capital Advisers LLC in the launch of their new CLO platform. Focused on middle-market loans, the $2.1B transaction represents the largest CLO completed post-financial crisis and the third largest in market history. Received "Standout" designation in Accessing New Markets and Capital by 2017 FT Innovative Lawyer Rankings.
Implemented IP and licensing securitization program for Iconix, 2012:
Representation of Iconix Brand Group, Inc., the public owner and licensor of well-known iconic brands, in all aspects of its securitization program of its intellectual property (IP) and licensing revenue. The securitization program was established in 2012 and ranked as "Standout" in the 2013 Financial Times US Innovative Lawyer awards.
First involuntary pre-packaged bankruptcy case, Zais, 2012:
Representation of funds managed by Anchorage Capital Group, as majority senior noteholders, in petitioning creditors/plan proponents of Zais Investment Grade Limited VII ("Zais VII"), a collateralized debt obligation (CDO) squared, in Zaiz VIIs' bankruptcy case. This is the first involuntary pre-packaged bankruptcy case, as well as the first use of chapter 11 to unwind a CDO in a bankruptcy court. The restructuring ranked as "Standout" in the 2012 Financial Times US Innovative Lawyer awards.
Whole business timber securitization, Oxbow, 2011:
Representation of Barclays Capital Inc., as initial purchaser and placement agent, and American AgCredit, FLCA, in the first-of-its-kind issuance of secured notes for a whole business timber securitization. The transaction ranked as "Highly Commended" in the 2011 Financial Times US Innovative Lawyer awards.
Representation of a charity founded by the CEO of a public medical device company to enhance health care in low-resource populations. The investment fund created in this transaction considers impact and economic sustainability as well as investment returns in its investment considerations.
March 12, 2015: JP Morgan Securitized Products Research Conference
December 12, 2014: Bank of America Merrill Lynch Regulatory Conference
Ranked Securitization Lawyer, Chambers USA, 2011-2015
Chambers USA, 2015
"They're commercial, highly responsive, get the deal done on time and they're highly sensitive to any changes that might be needed from deal to deal." "They're absolutely outstanding both in their technical expertise and understanding of the commercial terms of transactions." "David Thatch is "extremely commercial and he delivers the best product possible."
Legal 500, 2015
"Led out of New York by the 'superb' David Thatch, White & Case LLP's three-partner team is 'excellent across the board' and displays 'superior knowledge' in transactions involving the securitization of esoteric assets, workout situations and CLOs. Underwriters and managers appreciate the firm's 'thoughtful approach' to CLO transactions which extends to 'thought leadership' on key regulatory changes impacting the sector."
Chambers USA, 2011
"Clients praise his ability to 'resolve issues in a commercial manner that works for all parties'", and describe him as having "an aptitude for esoteric securitization and complex restructuring which compliments his 'incredible practicality' and combined legal knowledge and business sense,"
Iconix - "Stand-Out" transaction, 2013 Financial Times Innovative Lawyer Awards
Zais (Zing VII) bankruptcy, "Stand-Out" transaction, 2012 Financial Times Innovative Lawyer Award
Oxbow – "Highly Commended" transaction, 2011 Financial Times Innovative Lawyer Award