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ProfessionalsT. Robert Zochowski Jr.

T. Robert Zochowski Jr.
Partner

Tel: +1-212-373-3762
Fax: +1-212-492-0762
rzochowski@paulweiss.com

+1-212-373-3762
New York

1285 Avenue of the Americas
New York, NY 10019-6064
Fax: +1-212-492-0762

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A partner in the Corporate Department, Bob Zochowski is co-head of the firm’s Finance Practice Group and a member of the Media, Sports & Entertainment Group. He is recognized as one of the leading securitization lawyers in the country by Chambers USA and The Legal 500, and has also been listed in The Best Lawyers in America for Securitization and Structured Finance Law (New York City) since 2013.

EXPERIENCE

Bob has 30 years of experience as a financing lawyer, focusing on innovative and specialized finance structures. His expertise spans unique securitizations involving esoteric assets, such as films, patent royalties, power plants and hydrocarbon reserves to project financings and other traditional financings. He advises a diverse range of clients, including public and private companies, financial institutions and investment funds. Bob has extensive experience across a broad array of industries, including media and entertainment, franchise businesses, technology and energy/infrastructure.

Bob has been recognized for his securitization work by both Chambers USA and Chambers Global since 2015, and sources note he is highly sought after for his skill in a wide range of securitizations, and known as a “very fine and effective lawyer.”

Some of his recent representations include:

WHOLE-BUSINESS STRUCTURED FINANCINGS:

  • CKE Restaurants in:
    • the issuance of $1.15 billion of bonds backed by its franchise royalties and company owned stores; and
    • its second whole-business securitization, backed by domestic and international franchise agreements along with royalties from real estate, franchisee license, IP and cash flow from some corporate-owned franchises, and co-issued by Hardee’s Funding LLC and Carl’s Jr. Funding LLC.
  • Guggenheim Partners in a $155 million partial refinancing securitization of Sonic Capital LLC and its affiliates.
  • Orangetheory Fitness, a franchisor of HIIT studios, in a private placement of whole-business structured finance notes.
  • 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.
  • Roark Capital Group, a private equity firm, in multiple whole-business financings for its portfolio companies.
  • UBS Securities as underwriter in the $355 million securitized acquisition financing by Aurora Capital of NuCO2 Inc. and Goldman Sachs as placement agent of an additional $40 million offering by NuCO2.

SPECIAL/UNIQUE SITUATIONS TRANSACTIONS:

  • Apollo Capital Management in its agreement with the International Finance Corporation (IFC), a member of the World Bank group of institutions, to create a joint venture platform to invest up to $1 billion in portfolios of sub- and non-performing consumer, auto and housing loans in various developing countries.
  • Funds affiliated with Apollo Global Management LLC in the $2.2 billion senior secured credit facilities in connection with the acquisition of Diamond Resorts International, Inc.
  • Bain Capital in its structured equity and debt financing in connection with a joint venture with Antares Capital to provide private equity sponsors and borrowers with access to first lien unitranche loans of up to $350 million dollars.
  • Centerbridge Partners, L.P. and Oaktree Capital Management, L.P. in connection with a term loan and stock purchase to recapitalize Billabong International Limited.
  • Diamond Resorts International, Inc. in:
    • three separate warehouse credit facilities with each of Deutsche Bank ($250 million), Wells Fargo ($75 million) and Natixis ($100 million). Each facility finances a special purpose, bankruptcy remote subsidiary of Diamond and secured by a revolving portfolio of eligible timeshare loans; and
    • multiple securitizations, including in connection with the issuance of $258 million of asset-backed securities, Series 2017-1; and in connection with the issuance of $400 million of asset-backed securities, Series 2018-1.
  • Highbridge Capital in Digital Cinema Implementation Partners’ $660 million transaction to finance the acquisition and installation of digital cinema projectors and related equipment in approximately 15,000 movie theater screens across the United States and Canada supported by exhibition payments from film studios.
  • MidCap Financial in:
    • the acquisition financing of $3.6 billion of loans managed by Mubadala GE Capital, a JV lending business between General Electric Capital Corporation and Abu Dhabi’s Mubadala Development Company, adapting traditional loan securitization warehouse financing to the needs for certainty and low-execution risk demanded of acquisition financing; and
    • the negotiation and closing of a $300 million warehousing credit facility supported by a borrowing base of eligible middle market loans.
  • Soros Fund Management in its investment in Quattro Consultoria em Telecomunicações, a wireless broadband network provider in Sao Paulo, Brazil. The investment represented Soros’ initial entry into a growing market in Brazil.

MEDIA & ENTERTAINMENT TRANSACTIONS:

  • A group of insurance companies in a $350 million private placement by Goldman Sachs and secured by revenues arising from a portfolio of motion pictures produced and distributed by a major film studio.
  • AIG as investor in notes issued by Larry Levinson Productions to finance made-for-television movies.
  • Ambac Assurance in:
    • numerous film securitizations and financings exceeding $3 billion for studios including Marvel Studios, Universal Studios and Dreamworks; and
    • a $300 million TV syndication revenue securitization supported by classic television sitcoms.
  • Citibank in the non-recourse financings of a $1.2 billion portfolio of common and preferred stock, a $1 billion portfolio of convertible preferred stock and $1 billion securitizations of U.S. and foreign motion picture receivables for each of Twentieth Century Fox and Universal Studios.
  • Citigroup in its $555 million “Beverly One” slate financing for Relativity Media and Sony Pictures.
  • Credit Suisse First Boston as arranger in a $500 million financing for Walt Disney Studios.
  • 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.
  • Endeavor in connection with their entertainment asset financing.
  • Endemol Shine Group in a $70 million revolving securitization backed primarily by TV distribution receivables, to be used initially to fund working capital and designed to be used for TV production financing in the future.
  • The financial guarantor in a securitization of talent agency commissions.
  • Goldman Sachs as:
    • investor in $750 million of structured debt supported by television series revenues; and
    • placement agent of senior and subordinated debt and equity in the Asian Film fund.
  • The initial purchasers in structuring and placing $550 million of asset-backed notes issued by Miramax and supported by revenues from a library of 700+ films and the subsequent $275 million refinancing.
  • Legendary Pictures Funding, LLC in its $1 billion asset-backed term loan facility in connection with the refinancing of existing indebtedness.
  • Lehman Brothers in a $300 million revolving and term debt facility for Alcon Entertainment’s film production.
  • Paramount Pictures in its Melrose I, Melrose II and Vantage film slate financings.
  • Senior debt investors in a $100 million structured term debt facility secured by performing rights agency commissions.
  • Untypical Films LLC in its $100 million senior secured revolving credit facility in connection with the refinancing of existing indebtedness.
  • VICE Media in connection with the upsizing of its senior secured asset-backed credit facilities.
  • Warner Bros. in its $450 million film co-financing agreement with RatPac-Dune Entertainment to fund a Warner Bros. Pictures and New Line Cinema movie slate of up to 75 titles.

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