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ProfessionalsJordan E. Yarett

Jordan E. Yarett
Partner

Tel: +1-212-373-3126
Fax: +1-212-492-0126
jyarett@paulweiss.com

+1-212-373-3126
New York

1285 Avenue of the Americas
New York, NY 10019-6064
Fax: +1-212-492-0126

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A partner in the Corporate Department and head of the firm’s Securitization Practice Group, Jordan E. Yarett has over 30 years of experience as a financing lawyer. Jordan’s practice focuses on innovative structured finance deals involving unusual asset classes, as well as securitizations and bond financings involving a range of more traditional assets.

AWARDS AND RECOGNITIONS

In 2020, Jordan was named a “Structured Finance MVP” by Law360.  He is also recognized by Chambers USAChambers GlobalThe Legal 500IFLR1000 and Lawdragon as a leading lawyer, and has been listed in The Best Lawyers in America for Securitization and Structured Finance Law (New York City) since 2011.  In 2019, Chambers Global honored Jordan with a Band 1 designation, with clients attesting that Jordan is “among the best esoteric securitization lawyers on Wall Street” and is “the premier whole-business securitization lawyer in the industry.” In 2007 The American Lawyer selected Jordan as a “Dealmaker of the Year” for his representation of Lehman Brothers Inc., the lead underwriter and sole structuring agent for Dunkin’ Brands Inc. in its complex $1.7-billion whole-business securitization.  Jordan has been quoted in numerous publications, including The Economist, The Daily Deal, The American Lawyer, The Hollywood Reporter, Esq. and The Analyst

EXPERIENCE

Jordan works on groundbreaking transactions, including what are believed to be the first U.S. whole-business securitization involving intellectual property, the first cash flow secured franchise loan securitization, the first rated time share loan securitization, the first telecom receivables commercial paper conduit, the first structured settlement conduit program, and the first fully effective SEC registered offering of pass-through certificates in a pool of secondary market municipal bonds, as well as many early and innovative drug royalty and equipment lease securitizations. Jordan is also a leading practitioner in cell tower and PACE securitizations for public and private companies, in excess of $5 billion in transactions for the last five years. In addition, he counsels clients in connection with more conventional asset classes such as trade receivables, auto loans and leases, home equity loans, mutual fund fees and credit cards.

Representative clients include Major League Baseball, Roark Capital Group, SBA Communications Corporation, Apollo Global Management LLC, Memorial Sloan-Kettering Cancer Center and many leading, international investment banking firms.

Jordan’s practice has particular strength in advising private equity clients on the use of whole-business and other securitizations as a financing technique, often in connection with their M&A deals. Jordan’s work for private equity clients and their portfolio companies includes representing:

  • Sonic Corp. in the $900 million whole-business securitization in connection with its US franchise system and franchise-fee revenues.
  • Jamba Juice in the $300 million whole-business securitization of the Jamba Juice brand, issued by Focus Brands Funding LLC, Carvel Funding LLC, McAlister’s Funding LLC and Jamba Juice Funding LLC.
  • Orangetheory Fitness, a franchisor of HIIT studios, in a private placement of whole-business structured finance notes.
  • Massage Envy, LLC in a whole-business securitization transaction, consisting of $335 million of term bonds and $50 million of variable funding notes backed by revenues from franchise royalties generated by Massage Envy clinics.
  • Apollo Global Management, Inc., a leading alternative investment manager, in the issuance of $325 million aggregate principal amount of 4.77% Series A Senior Secured Guaranteed Notes due 2039 secured by a lien on Apollo’s participation interests in the rights to distributions in relation to a portfolio of equity investments owned by affiliates of Apollo in certain existing and future funds managed or advised by subsidiaries of Apollo.
  • Primrose School Franchising Co. in a $275 million whole-business securitization, backed by royalties and revenues from the firm’s rapidly expanding 405-school franchised network of accredited early childhood/pre-K education and day care centers in the United States.
  • Jimmy John’s LLC in the $850 million whole-business securitization of its franchise system, consisting of 2,600 fast-casual restaurants across the United States.
  • Coinstar, LLC, an operator of 20,000 coin-counting kiosks, in its $900 million whole-business securitization backed by coin collections, branded kiosks and related contracts, license payments and intellectual property, and subsequent issuances totaling $100 million.
  • Focus Brands, a franchisor and operator of over 4,500 ice cream shops, bakeries, restaurants, and cafés in the United States, in an esoteric $800 million whole-business securitization backed primarily by franchise revenue, licensing and other collateral. Focus brands operates such chains as Auntie Anne’s Pretzels, Carvel, Moe’s Southwest Grill and Cinnabon, as well as in the subsequent issuance totaling $300 million under the existing facility.
  • Arby’s Restaurant Group, Inc. in the $635 million whole-business securitization of Arby’s branded restaurants in the United States, Canada and certain international jurisdictions, as well as add-on offerings.
  • Driven Brands, Inc. in its $460 million whole-business securitization backed by substantially all of the franchise assets of its automotive brands including Maaco, Meineke, Econo Lube N’ Tune and 1-800-Radiator, and in subsequent issuances totaling $690 million.
  • CKE Restaurants Holdings, Inc. in both its first and second whole-business securitizations of the Carl’s Jr. and Hardee’s restaurant chains worldwide, totaling $2.15 billion of bonds backed by franchise royalty rights, company-owned restaurant revenues, stores and the related brands.
  • Multiple parties in the cross-border securitizations of alarm and home automation receivables and other esoteric receivables.

Jordan’s work for standalone issuers includes representing:

  • Wingstop Inc. in its $325 million whole-business securitization backed by existing and future franchise and development agreements, existing and future company-operated restaurant royalties, certain vendor rebate contracts and intellectual property.
  • SBA Communications, one of the largest wireless cell tower operators in the Western hemisphere, in several issuances of Secured Tower Revenue Securities totaling over $4 billion since 2014.
  • TGI Friday’s in the $425 million whole-business securitization of its franchised restaurant royalties.
  • dick clark productions, inc. (dcp), in the issuance of $340 million of notes by a newly-formed subsidiary of dcp backed by revenues from the future production of five annual live event television programs: Dick Clark’s New Year’s Rockin’ Eve, the American Music Awards, the American Country Music Awards, the Billboard Music Awards, and the Golden Globes, and in subsequent issuances totaling $530 million.
  • Major League Baseball Industry Wide Securitization Facility and the Major League Baseball Infrastructure Fund in ongoing issuances by multi-billion securitization facilities of securities backed by the league's national media revenues.
  • The California Public Utilities Commission in the Department of Water Resources Power Supply Revenue Bond Program (2002-2016) in the issuance of over $15 billion of bonds to finance power supply costs for California public utilities, and in numerous stranded cost securitizations.
  • Memorial Sloan-Kettering Cancer Center in multiple financings, including a highly complex financing utilizing an innovative international royalties sale.

Jordan’s work for underwriters, banks and financial institutions includes representing:

  • Major investment banks, as underwriters, in connection with Adams Outdoor Advertising Limited Partnership’s $355 million offering of securitized billboard revenue notes, $505 million whole-business securitization backed by advertising structures and related permits, and $450 million refinancing of existing securitization facilities.
  • The underwriters in issuances totaling $557 million of secured tower revenue notes by Vertical Bridge, the largest private owner and manager of communication infrastructure in the U.S.
  • An underwriter in the issuance of $160 million secured tower revenue notes by Diamond Communications, one of the largest privately-owned tower and wireless infrastructure companies in the U.S.
  • The underwriters in several issuances by GoodGreen Trusts, affiliates of Ygrene Energy Fund Inc., totaling over $1.7 billion of notes backed by payments on residential and commercial property assessed clean energy (PACE) bonds and special tax liens issued since 2016.
  • The underwriters in the upsizing of a warehouse credit facility for Trillion Capital III LLC to $510 million, backed by payments on residential and commercial property assessed clean energy (PACE) bonds and special tax liens in California and Florida.
  • Barclays Capital in connection with a securitized warehouse valued at up to $100 million, backed by technology and life science venture capital loans.
  • A major investment banking firm, as initial purchaser, in connection with Dunkin’ Brands, Inc.’s $2.6 billion whole-business securitization of its Dunkin’ Donuts and Baskin-Robbins restaurant chains.
  • Two major investment banks in a $600 million refinancing securitization of all of the franchise and real estate assets of Sonic Corp.
  • The FDIC in its corporate and receiver capacities for certain failed financial institutions, including the issuance of over $1.4 billion in structured sale guaranteed notes collateralized by over 350 underlying mortgage backed securities transactions; in connection with a joint venture with Starwood Capital Group and TPG that oversees the distressed real estate loans of Corus Bank, valued at approximately $4.5 billion, including the issuance of more than $1 billion of Rule 144A notes; and in a securitization of distressed mortgages previously owned by over twenty failed banks.

A frequent speaker and author on developing issues in the structured finance arena, Jordan is currently an Adjunct Professor of Law at the University of Pennsylvania Law School. He has written a chapter on derivatives litigation for Derivative Risk and Responsibility, two chapters in Securitization Legal and Regulatory Issues published by American Lawyer Media, Inc., and several articles for The Journal of Structured Finance.

Jordan received his B.A., magna cum laude, from Yale University in 1975 and his J.D. from the University of Pennsylvania Law School in 1978, where he was comment editor of the Law Review. He is a member of the ABA Subcommittee on Securitization of Assets, the New York City Bar Association Committee on Securitization and a member of the National Association of Bond Lawyers.

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