Elizabeth Devine is a senior associate in our Capital Markets group, specializing in structured finance. Her structuring experience includes:
- Representing underwriters and issuers in Whole Business Securitizations of a variety of asset classes including various franchise programs and commercial vehicle fleets;
- Advising a variety of underwriter clients in U.S. and cross-border Collateral Loan Obligation (CLO) issuances; and
- Representing clients in a variety of other structured products including U.S. and cross-border receivables transactions, investment funds and structured credit facilities.
Prior to joining White & Case, Elizabeth worked at a US law firm in New York.
Recent representations include:
- Jack in the Box Representation of Jack in the Box Inc. in connection with structuring and establishing the company's whole business securitization program. Elizabeth advised Jack in the Box Inc. and its subsidiaries in connection with the US$1.3 billion initial issuance and sale of asset-backed notes under the whole business securitization program by Jack in the Box Funding, LLC. The notes are secured by substantially all of the assets of Jack in the Box, including (i) all existing and future franchise agreements and development agreements with respect to restaurants franchised under the Jack in the Box brand, (ii) all existing and future intellectual property assets, (iii) all leases and other real estate assets related to owning and operating certain restaurants under the Jack in the Box brand and (iv) certain company-owned store assets.
- Wendy's Representation of Guggenheim Securities, LLC, as lead initial purchaser, along with Citigroup Global Markets Inc., as joint lead active book-runner and Wells Fargo Securities, LLC and Rabo Securities USA, Inc., as the co-managers, in the follow-on issuance and sale under a whole business securitization by a special purpose vehicle of The Wendy's Company, of US$925 Million of notes. Elizabeth subsequently advised the initial purchaser and co-managers on an additional US$850 Million notes follow-on issuance by Wendy's Funding, LLC.
- Planet Fitness 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.
- Five Guys Representation of Guggenheim Securities, LLC as initial purchaser in the issuance and sale of US$400 million of asset-backed Series 2017-1 senior secured notes under a whole business securitization by Five Guys Funding, LLC. The notes are secured by assets of the master issuer as well as by three additional newly formed SPVs, including existing future and franchise agreements, certain assets related to Five Guys branded restaurants, 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 Five Guys Holdings.
- Antares Capital 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. Elizabeth has additionally advised Antares Capital Advisers LLC in connection with its subsequent CLO issuances.
- Avis Budget Notes Issuances and Variable Funding Note Facilities. Representation of Avis Budget Rental Car Funding (AESOP) LLC, a debt issuing vehicle and subsidiary of Avis Budget Group, Inc. in connection with various Rule 144A/Regulation S offerings of asset-backed notes.
Recent activity in the CLO Market:
- White & Case was designated counsel to the initial purchasers on 8 CLO offerings and/or re-financings that closed since fall of 2017. This includes representations of: (1) Anchorage Capital CLO 2013-1 and Citigroup Global Markets as initial purchaser in a $561 million CLO notes refinancing; (2) Anchorage Capital CLO 7 and Morgan Stanley as initial purchaser on a $622 million CLO notes refinancing; (3) Anchorage Capital CLO 3-R and JP Morgan Securities as placement agent on a $509 million CLO notes issuance; (4) Anchorage Capital CLO 4-R and JP Morgan as placement agent on a $614.5 million CLO notes issuance; (5) Anchorage Capital CLO 3-R and JP Morgan as placement agent on a $508.75 million CLO notes issuance; (6) GreensLedge Capital Markets and Natixis Securities as placement agents on a $513.7 million CDO notes issuance by Anchorage Credit Funding 5; (7) Credit Suisse as initial purchaser on a $512 million CDO notes issuance by Anchorage Credit Funding 6; and (8) Deutsche Bank as initial purchaser and Anchorage Capital CLO 8 on a $505 million CLO notes issuance.
- Assisted TEAMFund, a nonprofit that funds the development of medical devices in developing countries, in setting up a for-profit fund to make impact investments in health solutions for developing counties.
The Collapse of an Empire? Rating Agency Reform in the Wake of the 2007 Financial Crisis, 16 Fordham J. Corp. & Fin. L. 177 , 2011