Whole Business Securitizations — Franchise-Backed Structured Finance, Royalty and Cash Flow Monetization, and Operating Company Securitization
Whole Business Securitizations — Franchise-Backed Structured Finance, Royalty and Cash Flow Monetization, and Operating Company Securitization
Whole business securitizations are structured financing transactions in which an operating company securitizes substantially all of its revenue-generating assets and cash flows through the issuance of debt backed by the ongoing operations of the business. Unlike traditional asset-backed securities, which are supported by discrete pools of financial assets such as loans or receivables, whole business securitizations rely on the enterprise value of an operating platform — often including franchise agreements, intellectual property, trademarks, licensing rights, and system-wide revenues — to generate the cash flows that service the debt. These transactions convert diversified, recurring operating revenues into bond-like instruments with contractual payment waterfalls, structural protections, and credit enhancement mechanisms that allow investors to evaluate the resulting securities using frameworks drawn from structured finance, corporate credit, and infrastructure debt simultaneously. Over time, whole business securitizations have become an established niche within the global capital markets, particularly in sectors characterized by stable, predictable cash flows such as quick-service restaurants, franchised retail, fitness chains, and branded consumer platforms. As of 2024, at least two dozen major restaurant chains alone have WBS programs in place, and the structure has expanded well beyond food service into fitness franchises, intellectual property licensing businesses, coin-operating services, and most recently M&A acquisition financing — most visibly in Roark Capital's record-setting $5.7 billion multi-tranche securitization program to fund its $9.6 billion acquisition of Subway.
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
https://www.bis.org/publ/qtrpdf/r_qt1409v.htm
Corvid Partners is a global leader in the valuation, analysis, and advisory of whole business securitization transactions, spanning the full capital stack from senior investment-grade tranches to subordinated and equity-adjacent exposures. Principals associated with Corvid were, during the expansion of esoteric structured credit markets at Deutsche Bank and Barclays, directly involved in the structuring, trading, and analysis of whole business and franchise-backed securitizations — work that included evaluating franchise system performance, brand strength, and the structural protections embedded in securitization vehicles, assessing relative value between WBS tranches and comparable corporate or structured credit instruments, participating in secondary market transactions involving franchise-backed securities, and applying analytical techniques developed in asset-backed and project finance markets to operating company cash flow securitizations. Barclays Capital served as sole structuring advisor and joint book-running manager on Domino's Pizza's landmark March 2012 recapitalization — the $1.675 billion securitized debt facility that established the modern template for programmatic U.S. franchise WBS issuance — a transaction in which Corvid's principals were directly involved.
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
https://www.moodys.com/research/topic/structured-finance
Origins — The UK Pub Securitizations and the Development of the WBS Template
The origins of whole business securitization can be traced to the United Kingdom in the late 1990s, where pub operators and other consumer-facing businesses sought to raise capital by securitizing stable, recurring revenues generated by large networks of operating locations. The UK legal environment was uniquely suited to this innovation — the fixed and floating charge regime under English insolvency law allowed a creditor to hold security over all of a company's assets simultaneously, and the administrative receivership mechanism gave secured creditors the ability to step in and operate a business rather than liquidate it, providing the bondholder control rights that are essential to WBS credit quality. Early transactions in sectors including pubs, water utilities, airports, and branded food businesses demonstrated that diversified operating cash flows — when combined with strong legal structures, covenants, and insolvency remoteness — could support investment-grade debt issuance despite being derived from corporate activities rather than traditional financial assets. Named vehicles in this early period included Greene King, whose first WBS closed in March 2005 at £600 million secured against just under half of its pubs, later expanded by a further £550 million in May 2006 and another £350 million in June 2008, producing a multi-billion pound securitized capital structure that remains outstanding today. Punch Taverns developed a large securitized pub estate following its 1997 formation from the Bass Brewery portfolio. The Really Useful Group, RHM, and Welsh Water were among other early UK WBS issuers, and London City Airport completed a WBS in 1999 as part of the wave of government privatizations that drove a significant portion of early UK WBS issuance. WBS transactions emerged, as one institutional investor later described them, before the high-yield market had properly been established in Europe — offering issuers possessing high-quality collateral a way to run relatively high leverage at relatively low rates, through a structure that fused the security of project finance with the cash flow analytics of structured credit.
https://www.bis.org/publ/qtrpdf/r_qt1409v.htm
https://blog.twentyfouram.com/insights/punch-pubs-sees-off-wbs-and-shows-route-to-bonds
https://www.lexology.com/library/detail.aspx?g=22c2d25b-f9c1-43e2-961e-02fc405bd171
https://www.treasurers.org/ACTmedia/0402TTRoss34-35.pdf
The U.S. Market — Structure, Mechanics, and the Franchise Model
The model was refined and expanded in the United States in the 2000s and 2010s, where it became particularly associated with franchise-heavy industries — quick-service restaurant systems in which franchisors receive royalty payments, franchise fees, supply chain revenues, and advertising fund contributions that exhibit relatively stable performance across economic cycles. The U.S. WBS market differs from its UK predecessor in several structural respects. U.S. transactions are typically executed through master trust structures with multiple co-issuers holding the various categories of intellectual property and operating assets, allowing issuers to issue additional series of notes over time under a single base indenture without a full re-documentation and re-rating process. This programmatic capability — effectively making a franchise system a repeat-access capital markets borrower — is central to the economics of the structure for U.S. issuers.
https://percent.com/blog/what-is-a-whole-business-securitization
In a typical U.S. whole business securitization, the operating company transfers key revenue-generating assets — franchise agreements, trademarks, intellectual property, supply chain agreements, and related contracts — to a set of bankruptcy-remote, limited-purpose subsidiaries that serve as co-issuers. These entities then license those assets back to the operating system in exchange for ongoing royalty and fee payments, which flow into a controlled cash management structure. Debt securities are issued by the securitization co-issuers and serviced by these payments, with cash flows distributed according to a predefined waterfall that prioritizes operating expenses, debt service, reserve accounts, and ultimately residual distributions to equity. The structure isolates the core economic engine of the business from broader corporate risks and provides investors with enhanced protections relative to unsecured corporate debt — most importantly, the ability to achieve an investment-grade rating even when the operating parent is rated well below investment grade, because the rating is based on the cash flows of the securitized assets and the structural protections around them rather than on the creditworthiness of the parent company.
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
https://www.neamgroup.com/insights/whole-business-securitization-the-power-of-structure
The rating uplift this produces is the central economic rationale for the structure. WBS securities are typically rated in the BBB category — investment grade — regardless of whether the underlying operating company is rated BB or B or lower. Standard & Poor's noted in a December 2022 discussion that approximately 99 percent of WBS ratings are investment grade. This multi-notch uplift — which can be two to eight notches above the parent's unsecured corporate rating — results from three structural features: the pledge of franchise rights, trademarks, agreements, and intellectual property to the securitization vehicle; financial tests and triggers that impose operational constraints and redirect cash flows when performance deteriorates; and a credit rating based on repayment of principal to an extended legal final maturity of typically 25 to 30 years, even though the expected repayment date for most tranches is substantially shorter.
https://www.neamgroup.com/insights/whole-business-securitization-the-power-of-structure
Structural Protections — Triggers, Covenants, and the Waterfall
A defining feature of whole business securitizations is the comprehensive set of structural protections designed to stabilize cash flows and provide investors with operational oversight of the underlying business. These protections operate through a defined waterfall that allocates available cash flows in a strict priority order before any residual distributions to equity, and through a set of performance triggers that impose increasingly severe operational restrictions as financial metrics deteriorate.
At the desk level, the key structural features practitioners must understand to evaluate a WBS correctly are the debt service coverage ratio covenant, the cash management mechanics, and the trigger framework. Most WBS transactions require a minimum DSCR — typically 1.6x or higher, meaning available proceeds would need to fall nearly 40 percent before noteholders face default risk — with cash trap triggers that redirect excess cash to debt repayment rather than equity distributions when the DSCR falls below specified levels. Rapid amortization triggers at lower DSCR levels eliminate equity distributions entirely and accelerate principal repayment. Liquidity reserves covering three to six months of interest payments provide protection against temporary revenue shortfalls without triggering amortization mechanics. The indenture typically includes restrictions on additional indebtedness at the securitization co-issuers, covenants governing the conduct of the operating business to protect the integrity of the franchise system's revenue-generating capacity, and performance triggers linked to same-store sales trends, franchisee counts, and system-wide revenues.
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
https://www.moodys.com/research/topic/structured-finance
https://percent.com/blog/what-is-a-whole-business-securitization
Named Transactions — Domino's Pizza, the U.S. Market Template
The securitization program established by Domino's Pizza is the most developed and most frequently cited example of whole business securitization in U.S. practice, and the transaction series that established the programmatic issuance template the market has followed since. The key facts of the program are specific and illustrative of how the structure works in practice.
Domino's first entered the securitization market with an earlier transaction and refinanced its program entirely in March 2012. The 2012 recapitalization — Domino's Pizza Master Issuer LLC Series 2012-1 — raised $1.675 billion through two tranches: $1.575 billion of 5.216 percent fixed-rate senior secured notes rated BBB-plus by S&P and Baa1 by Moody's, and a $100 million variable funding note facility. Barclays Capital served as sole structuring advisor and joint book-running manager; J.P. Morgan served as joint book-running manager. The transaction securitized substantially all of the company's revenue-generating assets — franchise-related agreements, product distribution agreements, and intellectual property — held by four co-issuers: Domino's Pizza Master Issuer LLC, Domino's SPV Canadian Holding Company Inc., Domino's Pizza Distribution LLC, and Domino's IP Holder LLC, each a bankruptcy-remote wholly-owned indirect subsidiary. Citibank N.A. served as trustee. Proceeds were used to refinance approximately $1.45 billion of prior securitized debt and fund a $3 per share special cash dividend to shareholders totaling approximately $188 million — the explicit use of the WBS structure to return capital to equity at lower cost than unsecured financing would have permitted.
https://www.sec.gov/Archives/edgar/data/0001286681/000119312512120642/d318279dex992.htm
Domino's refinanced again in October 2015 with the Series 2015-1 issuance — $1.3 billion in fixed-rate notes across two tranches: $500 million of 3.484 percent Class A-2-I notes and $800 million of 4.474 percent Class A-2-II notes, plus a $125 million variable funding facility. The July 2017 refinancing was the most structurally complex to that point: $1.9 billion total consisting of $300 million of floating-rate Class A-2-I(FL) notes, $600 million of 3.082 percent fixed-rate Class A-2-II(FX) notes, and $1 billion of 4.118 percent fixed-rate Class A-2-III(FX) notes, with four classes rated BBB-plus by S&P across maturities ranging from July 2022 to July 2047. The 2018 issuance added $825 million in two tranches — $400 million of 4.25 percent Class A-2-I notes due October 2025 and $425 million of 4.35 percent Class A-2-II notes due July 2027 — proceeds used partly to pay down existing notes and fund a shareholder distribution of up to $323 million. The November 2019 issuance raised $675 million of Series 2019-1 3.668 percent fixed-rate notes with a ten-year anticipated term, plus a $200 million variable funding facility. The series of Domino's transactions illustrates how a programmatic WBS issuer uses the master trust structure to refinance opportunistically, term out maturities, and access capital at rates materially below what the operating company's unsecured rating would permit in the high-yield market.
https://www.sec.gov/Archives/edgar/data/0001286681/000119312517234418/d428320d8k.htm
https://asreport.americanbanker.com/news/dominos-delivers-another-whole-business-securitization
Dunkin' Brands — DB Master Finance and the $2.6 Billion Standard
Dunkin' Brands utilized whole business securitization through its DB Master Finance trust to monetize franchise and royalty income from the combined Dunkin' Donuts and Baskin-Robbins systems across more than 18,600 restaurants in 56 countries. The January 2015 transaction — DB Master Finance Series 2015-1 — raised $2.6 billion in three tranches: $100 million of Class A-1 variable funding notes, $600 million of BBB-rated Class A-2-I fixed-rate notes, and $1.7 billion of BBB-rated Class A-2-II fixed-rate notes, with Guggenheim Securities as lead manager. The two rated tranches were five notches above Dunkin' Brands' bank facility rating of B-plus by S&P and B1 by Moody's — a direct demonstration of the rating uplift mechanics. This transaction held the record for the largest WBS until Subway's 2024 issuance.
https://asreport.americanbanker.com/news/dunkin-brands-returns-to-securitization-market
https://www.sec.gov/Archives/edgar/data/0001357204/000135720415000022/a2015invpres.htm
Other Named Transactions — The Breadth of the U.S. Market
The market for franchise-backed WBS has expanded well beyond Domino's and Dunkin' to encompass a substantial portion of the U.S. quick-service restaurant industry and adjacent sectors. Sonic Corp. executed its Series 2016-1 refinancing in May 2016, issuing $425 million of 4.472 percent fixed-rate senior secured notes with a seven-year expected life through subsidiaries owning substantially all of its franchising assets and real estate, with Guggenheim Securities as sole structuring advisor and active bookrunner. TGI Friday's raised $450 million in a February 2017 transaction underwritten by Barclays — the first WBS of that year. The 2017 market saw at least six franchise securitizations close alongside Domino's for a total of approximately $4.85 billion, with first-time issuers including Five Guys, which raised $440 million backed by royalties from 908 franchise and 452 company-operated locations, and Coinstar, while Focus Brands raised $800 million through its Focus Brands Funding vehicle covering franchise agreements across more than 5,000 locations for six brands including Cinnabon, Auntie Anne's, and Carvel. Additional active market participants include Taco Bell, Wendy's, Applebee's, Sonic, Arby's, Zaxby's, Nothing Bundt Cakes, and Planet Fitness — with the fitness and consumer service franchise sectors following the restaurant template.
https://asreport.americanbanker.com/slideshow/franchise-fee-securitization-on-the-menu
Subway and the Emergence of WBS as M&A Financing
The most significant recent development in the WBS market is the use of the structure to finance large-scale M&A transactions — a departure from its traditional role as a refinancing and recapitalization tool for established franchise operators. Roark Capital's acquisition of Subway for $9.6 billion in 2023 required one of the most complex WBS financing programs ever executed, and its success has permanently expanded the market's application.
Roark initially funded the acquisition with a $5.6 billion five-year acquisition warehouse facility syndicated among eleven banks — the first-ever five-year warehouse facility executed in an M&A context for conversion to securitization. Morgan Stanley served as lead-left on the subsequent Subway Funding LLC 2024-1 transaction, with Barclays, JP Morgan, Mizuho, MUFG, Rabobank, Wells Fargo, UBS, RBC, and Truist as joint managers. The May 2024 transaction raised $3.35 billion across three tranches: $1.35 billion of five-year notes, $1 billion of seven-year notes, and $1 billion of ten-year notes, all rated BBB by S&P and Kroll. Pricing was Treasuries plus 150 basis points for the five-year tranche, Treasuries plus 175 basis points for the seven-year, and Treasuries plus 200 basis points for the ten-year — all at least 30 basis points tighter than initial guidance of 180-195, 205-220, and 230-245 basis points respectively, reflecting the approximately $19 billion in investor orders for $3.35 billion of available bonds. This was the largest WBS transaction on record at the time, surpassing Dunkin's prior $2.5 billion record. Roark then issued a $400 million variable funding note in July, and completed paying down the warehouse facility with a $2.335 billion three-tranche second WBS deal backed by Subway's international franchisee revenues in September 2024 — bringing the total Subway WBS program to approximately $5.7 billion across three separate bond sales, accounting for roughly a quarter of the total WBS market volume for the year.
Pricing, Spreads, and Relative Value
At the desk level, WBS securities occupy a specific and identifiable position in the structured credit universe, and understanding that position requires working through concrete spread data rather than describing the structure abstractly. Senior WBS tranches — typically rated BBB to BBB-plus — price at a spread pickup of approximately 50 to 100 basis points over comparably rated BBB corporate bonds, reflecting the structural complexity, limited secondary liquidity, and the hybrid nature of the asset. WBS securities in the 2016 environment yielded between 4 and 5 percent at the senior tranche level, representing that 50-to-100-basis-point pickup to BBB corporates. The Subway 2024 senior tranche at Treasuries plus 150 basis points represents a somewhat wider absolute spread reflecting both the higher Treasury rate environment and the novelty of the M&A application, but the relationship to comparably rated corporate paper was consistent with historical norms. Leverage in WBS structures can reach 5x debt to EBITDA or higher — well into territory that would produce BB or B ratings in a corporate unsecured context — making the comparison to high-yield instruments, which historically yield several hundred basis points more, equally relevant for relative value assessment.
https://www.neamgroup.com/insights/whole-business-securitization-the-power-of-structure
https://www.bis.org/publ/qtrpdf/r_qt1409v.htm
Secondary market liquidity is more limited than in benchmark corporate bond markets, due to the bespoke nature of individual transactions and the relatively small and specialized investor base. Trading activity is conducted through dealer intermediaries, with market-making concentrated among a small number of institutions — Barclays and Guggenheim, which recruit heavily from the same esoteric structured credit talent pool, are consistently identified as the leading WBS arrangers and secondary market-makers. Pricing in the secondary market requires transaction-level analysis incorporating same-store sales trends, franchisee health metrics, DSCR headroom, and the waterfall mechanics of the specific transaction — there is no generic BBB-corporate bid-ask that applies across WBS issuers. This analytical intensity creates both the liquidity premium embedded in WBS spreads and the relative value opportunities that arise during periods of market dislocation, when spreads widen disproportionately to underlying franchise system fundamentals.
https://asreport.americanbanker.com/slideshow/franchise-fee-securitization-on-the-menu
The call and refinancing behavior of WBS notes introduces negative convexity that practitioners must analyze explicitly. Most WBS transactions include optional redemption features that allow issuers to refinance outstanding notes when spreads tighten — the Domino's series history demonstrates a refinancing approximately every two to three years despite nominal maturities of ten to thirty years. Investors analyze WBS tranches using techniques drawn from mortgage-backed securities and callable corporate bonds, incorporating assumptions about refinancing incentives and interest rate paths, and must be attentive to the step-up interest rate provisions that penalize issuers who do not refinance by the expected repayment date — the Sonic 2016 notes carried at least a 5 percent per annum rate adjustment if not paid in full by the expected repayment date, a common protective feature.
https://www.sec.gov/Archives/edgar/data/0000868611/000086861116000097/sonc-20160517xex99.htm
Risk Analysis — The Hybrid Framework
Risk analysis in whole business securitizations requires a hybrid analytical approach that combines elements of corporate credit, project finance, and structured finance methodology in ways that have no exact parallel in more conventional fixed-income sectors. The three principal risk categories are operational, structural, and legal.
Operational risk relates to the performance of the underlying business — revenue stability, same-store sales trends, franchisee health, system unit counts, competitive positioning, and brand strength. Because the securitized cash flows derive entirely from the ongoing operations of the franchise system, a deterioration in brand perception, a loss of system units, or a decline in franchisee royalty compliance directly affects debt service capacity in a way that has no analog in a traditional ABS backed by already-originated financial assets. This is what makes the Subway transaction analytically more complex than the Domino's transaction — Subway's system had experienced years of net unit count decline before the Roark acquisition, and investors had to assess whether the operational turnaround investment embedded in the acquisition would stabilize the revenue base at levels sufficient to service the WBS debt at Domino's-comparable leverage.
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
https://www.moodys.com/research/topic/structured-finance
Structural risk involves the adequacy of the waterfall mechanics, covenants, triggers, and the legal enforceability of the asset isolation. The bankruptcy-remoteness of the co-issuers and the true sale or pledge structure through which assets are transferred are foundational — if the securitized assets are reachable by a parent company's bankruptcy creditors, the entire credit enhancement framework collapses. Legal risk in U.S. WBS is primarily the risk of a court finding that the asset transfer is a fraudulent conveyance or that the co-issuers are not sufficiently independent to prevent substantive consolidation with a bankrupt parent — risk categories that require legal opinion coverage from counsel and structural covenants limiting the activities of the co-issuers to their securitization functions.
https://www.whitecase.com/insight-alert/candidates-non-traditional-securitizations
https://www.dennisvink.nl/pdf/A_primer_on_whole_business_securitization.pdf
The U.S. versus UK structural distinction matters here. The U.S. WBS structure relies on bankruptcy-remoteness of the co-issuer entities and the contractual framework of the master indenture to protect investors. The UK WBS structure relies additionally on the fixed and floating charge over operating assets and the administrative receivership mechanism to give bondholders control over the business in a distress scenario. The UK structure is generally considered to provide stronger bondholder protections in a true distress scenario because it gives creditors the ability to continue operating the business rather than having to liquidate assets at distressed values. The U.S. structure compensates for the absence of equivalent control rights through tighter financial covenants, more aggressive cash trap triggers, and structural seniority within the co-issuer group.
https://www.dennisvink.nl/pdf/A_primer_on_whole_business_securitization.pdf
https://www.bis.org/publ/qtrpdf/r_qt1409v.htm
Conclusion
Whole business securitizations represent one of the most analytically demanding segments of the structured credit universe — not because the cash flow mechanics are especially opaque, but because evaluating them correctly requires integrating the corporate credit analysis of a franchise system with the structural finance analysis of a securitized vehicle, the project finance analysis of a covenant-governed cash flow structure, and the legal analysis of asset isolation and insolvency remoteness, all simultaneously. The history of the market from its UK pub operator origins through the programmatic U.S. franchise WBS programs of Domino's, Dunkin', Sonic, and the sector broadly, to Roark Capital's record-setting $5.7 billion Subway acquisition financing — the largest WBS program ever executed and a proof of concept for M&A-driven securitization at institutional scale — reflects a market that has repeatedly absorbed structural innovation, expanded its application, and rewarded practitioners who understand the underlying business well enough to distinguish genuine structural protection from covenant language that provides only nominal comfort.
Corvid Partners brings to this market the integrated experience of having structured, traded, and analyzed these instruments from the desk level — understanding that the BBB rating on a senior WBS tranche does not mean the same thing as a BBB rating on a comparably rated corporate bond, that the DSCR covenant is only as valuable as the franchise system performance it is meant to protect, and that the spread pickup WBS investors receive over comparable corporate paper is compensation for a specific, identifiable, and manageable set of risks that can be evaluated precisely by practitioners who understand the structure from the inside.
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
Bibliography
Fitch Ratings — Whole Business Securitizations Research
https://www.fitchratings.com/research/structured-finance/whole-business-securitizations
S&P Global Ratings — Global Structured Finance: Whole Business Securitizations (March 2019 methodology article)
Moody's Investors Service — Structured Finance and WBS Analysis
https://www.moodys.com/research/topic/structured-finance
Bank for International Settlements — Structured Finance and Credit Market Reports
https://www.bis.org/publ/qtrpdf/r_qt1409v.htm
U.S. SEC — Domino's Pizza 8-K March 2012 ($1.675B Series 2012-1, 5.216% BBB+/Baa1, Barclays sole structuring advisor, J.P. Morgan joint bookrunner)
https://www.sec.gov/Archives/edgar/data/0001286681/000119312512120642/d318279dex992.htm
U.S. SEC — Domino's Pizza 8-K October 2015 ($1.3B Series 2015-1, 3.484% and 4.474% tranches)
https://www.sec.gov/Archives/edgar/data/0001286681/000119312515350900/d51248d8k.htm
U.S. SEC — Domino's Pizza 8-K July 2017 ($1.9B Series 2017-1, floating + 3.082% + 4.118% tranches, four BBB+ rated classes)
https://www.sec.gov/Archives/edgar/data/0001286681/000119312517234418/d428320d8k.htm
U.S. SEC — Domino's Pizza 8-K November 2019 ($675M Series 2019-1, 3.668%, 10-year anticipated term, $200M VFN)
https://www.sec.gov/Archives/edgar/data/0001286681/000119312519295552/d806337d8k.htm
Asset Securitization Report — Domino's Delivers Another Franchise Fee Securitization (2017 Series, largest WBS since Dunkin' $2.6B 2015, BBB+ S&P)
https://asreport.americanbanker.com/news/dominos-delivers-another-whole-business-securitization
Asset Securitization Report — Domino's Returns with $825 Million Franchise Fee Securitization (2018 Series, $400M 4.25% + $425M 4.35%)
Asset Securitization Report — Dunkin' Brands Returns to Securitization Market (DB Master Finance 2015-1, $2.6B, BBB five notches above B+ bank facility, Guggenheim lead)
https://asreport.americanbanker.com/news/dunkin-brands-returns-to-securitization-market
Asset Securitization Report — Franchise Fee Securitization on the Menu (2017 market overview: TGI Friday's $450M Barclays, Five Guys $440M, Focus Brands $800M, Coinstar; $193B total ABS H1 2017)
https://asreport.americanbanker.com/slideshow/franchise-fee-securitization-on-the-menu
IFR Awards — North America ABS Issue: Roark's $3.35bn Subway Securitization (Morgan Stanley lead-left, Barclays joint; three tranches BBB/BBB; T+150/175/200bp; $19B orders; first M&A warehouse-to-securitization conversion)
Bloomberg — Subway Borrows $3.35 Billion in Biggest Securitization of Its Kind (record WBS, T+150bp A-2-I tranche, $19B orders, Morgan Stanley and Barclays joint structuring advisers)
BNN Bloomberg — Subway Grows Franchise-Backed Debt Pile in $2.34 Billion Deal (September 2024 international franchisee WBS, T+175bp shortest tranche, fourth-largest WBS)
Restaurant Business Online — What on Earth Is a Whole Business Securitization and Why Is It So Popular? (24+ restaurant chains, 99% investment grade S&P, Subway $5.7B total, Fat Brands, market mechanics)
White & Case Debt Explorer — Whole-Business Securitization on the M&A Radar (Roark/Subway $9.6B acquisition, M&A expansion of WBS, structural challenges, fitness/royalty sector expansion)
White & Case — Candidates for Non-Traditional Securitizations (WBS, IP, data center, fiber; structural requirements for viable WBS candidates)
https://www.whitecase.com/insight-alert/candidates-non-traditional-securitizations
NEAM Group — Whole Business Securitization: The Power of Structure (50-100bp pickup to BBB corporates, 4-5% yield range 2016, leverage up to 5x, rating uplift mechanics)
https://www.neamgroup.com/insights/whole-business-securitization-the-power-of-structure
Percent.com — What Is a Whole Business Securitization? (1.6x DSCR threshold, SPV structure, Taco Bell and Wendy's as named examples)
https://percent.com/blog/what-is-a-whole-business-securitization
Sonic Corp. 8-K May 2016 ($425M 4.472% Series 2016-1, seven-year expected life, Guggenheim sole structuring advisor, Citibank trustee, 5% step-up provision)
https://www.sec.gov/Archives/edgar/data/0000868611/000086861116000097/sonc-20160517xex99.htm
Greene King — Securitisation and Debt Information Overview (£600M March 2005, £550M May 2006, £350M June 2008, £1,020M outstanding 2023, 1,460 pubs)
TwentyFour Asset Management — Punch Pubs Sees Off WBS and Shows Route to Bonds (WBS emerged late 1990s before European HY market; Punch £600M B3/B+ refinanced into bonds)
https://blog.twentyfouram.com/insights/punch-pubs-sees-off-wbs-and-shows-route-to-bonds
Lexology — Non-Traditional Securitisation: Whole Business Securitisation (London City Airport 1999, UK privatization wave, fixed/floating charge regime)
https://www.lexology.com/library/detail.aspx?g=22c2d25b-f9c1-43e2-961e-02fc205bd171
The Treasurer — Treasury Essentials: Why Not Securitise? (RHM, The Really Useful Group, Welsh Water as UK WBS examples)
https://www.treasurers.org/ACTmedia/0402TTRoss34-35.pdf
Dr. Dennis Vink — A Primer on Whole Business Securitization (UK fixed/floating charge insolvency regime, US vs UK structural distinction, administrative receivership)
https://www.dennisvink.nl/pdf/A_primer_on_whole_business_securitization.pdf
SIFMA — U.S. Fixed Income Market Structure
https://www.sifma.org/resources/research/us-fixed-income-issuance-and-trading/
International Capital Market Association (ICMA)
https://www.icmagroup.org/market-practice-and-regulatory-policy/secondary-markets/
Federal Reserve — Credit Market and Financial Stability Reports
https://www.federalreserve.gov/publications/financial-stability-report.htm
Corvid Partners