EXPERIENCE

Charles’s practice covers a wide range of transactions in multiplatform and esoteric structured financings. Charles advises on the nuanced legal and regulatory issues surrounding complex financings by drawing upon his extensive market knowledge of the traditional securitization industry, as well as his M&A, restructuring and financing background.

Charles is highly ranked by Chambers USA for his work in both whole-business and asset-backed securitizations, and is recognized as a “Leading Lawyer” by The Legal 500 for his expertise across a range of products, from CLOs to whole business securitizations. Sources note that Charles “has good understanding of the business issues” and is “thorough, methodical and detail-oriented.”

Charles has represented leading private equity firms and their portfolio companies, such as Apollo Global Management, Roark Capital Group, Inspire Brands and Centerbridge Partners; a variety of public and private corporate clients including Element Fleet Management, Pluczenik Diamond Company and Calpine Corporation; and many of the world’s leading financial institutions, including Morgan Stanley, JPMorgan and Barclays.

Some of his recent representations include:

• Apollo Global Management and its portfolio companies in numerous securitization and financing transactions, including:
  • alongside MidCap, as lenders, in an upsize of an existing loan to a subsidiary of Bird Rides, Inc.
  • Coinstar, a portfolio company of Apollo, in connection with the issuance of its Series 2018 Class A-2 Notes, Coinstar’s second securitization
  • in the $479 million securitization of assets of HarbourView Equity Partners, a global alternative asset manager focused on investment opportunities in the media and entertainment space founded by Sherrese Clarke Soares
• Roark Capital Group and its portfolio companies in numerous securitization and financing matters, including:
  • CKE Restaurants Holdings in multiple whole-business securitizations totaling billions of dollars
  • Dunkin’ Brands in its fourth whole-business securitization valued at $2.35 billion
  • Focus Brands in multiple whole-business securitizations totaling over $1 billion
  • Jimmy John’s in multiple whole-business securitizations totaling over $1.5 billion
  • Nothing Bundt Cakes in its inaugural $335 million whole-business securitization
  • Primrose Schools in its $275 million whole-business securitization
  • Self Esteem Brands, the parent company of various fitness and wellness brands, including Anytime Fitness, The Bar Method and Basecamp Fitness and Waxing the City, in its inaugural $505 million whole-business securitization
  • ServiceMaster Brands as issuer via special purpose subsidiaries, in its $700 million whole-business securitization backed by substantially all of the franchise assets of its cleaning and restoration brands, including ServiceMaster Restore, ServiceMaster Clean, Merry Maids, AmeriSpec and Furniture Medic
  • Sonic Corp. in over $1 billion of notes issuances in its existing whole-business securitization backed by franchise-fee revenues through its whole-business securitization master trust
• Barclays Capital as sole structuring agent and initial purchaser in a cell tower securitization by Diamond Issuer in connection to their $665 million notes offering
• Centerbridge Partners and its affiliate funds in its first collateralized bond obligation offering, which included the issuance of $356 million aggregate notes
• Chesapeake Funding II, an indirect wholly-owned subsidiary of Element Fleet Management, in the issuance of $750 million aggregate principal amount of the Series 2021-1 Fixed and Floating Rate Asset Backed Notes under its existing securitization program
• Churchill Capital Corp II, a special purpose acquisition company, in its combined
  $1.5 billion acquisition of Software Luxembourg Holding S.A. (Skillsoft)
• Element Fleet Management in its acquisition of GE Capital’s North American fleet assets
• Merchants Fleet in the secured financing aspects of its sale of Merchants Automotive Group (d/b/a Merchants Fleet and Merchants Auto) to a group including Bain Capital, ADIA (the Abu Dhabi Investment Authority) and the Merchants Fleet leadership team, consisting of over $2.5 billion in fleet leasing and asset-backed variable funding and term notes, backed by a first-priority security interest in the company’s fleet leasing and other related assets
• PHH Corporation in the sale of its North American fleet management business to Element Fleet Management

Charles has unique experience in securitizations in the diamond industry, including representing:

• K.G.K. Diamonds BV in its inaugural $140 million cross-border securitization backed by existing and future rough and polished diamond inventory; and in its second cross-border inventory-based securitization
• Pluczenik Diamond Company, N.V. as seller and servicer for its second diamond receivables securitization, as well as its inaugural $150 million cross-border inventory securitization, backed by existing and future rough and polished diamond inventory
• Stargems DMCC as seller and servicer in its first securitization backed by diamond receivables; and in its second receivables securitization

Charles has experience representing both creditors and debtors in bankruptcies involving securitizations, including:

• Hertz Global Holdings, Inc. in its chapter 11 plan of reorganization
• Rabobank as agent for various lenders to Dean Foods during its chapter 11 plan of reorganization