Michael L. Urschel, P.C.

Michael has structured the majority of recent whole business securitizations of franchise and service brands, including multiple “deal-of-the-year” innovations in the asset class. Since joining Kirkland, Michael has represented:

• Scooter’s Coffee on its inaugural $375 million whole business securitization, consisting of $350 million of Class A-2 term notes and a $25 million variable funding note, through two co-issuers.
• Tropical Smoothie Café in various transactions, including:
  
  • $570 million inaugural whole business securitization backed by franchise royalties from over 1,400 locations and completed shortly after Blackstone's approximately $2 billion acquisition of the chain.
  • $180 million of Class A-2 notes and $90 million of subordinated Class M notes — the first tranche of subordinated notes issued by Tropical Smoothie and among the first in the broader WBS market — supported entirely by system growth.
• Qdoba Restaurant Corporation in its $435 million whole business securitization, consisting of $360 million of term notes and a $75 million variable funding note.
• Compactor Rentals of America, a portfolio company of Kinderhook Industries and a leading provider of waste compaction solutions, in its inaugural $385 million whole business securitization facility, with committed delayed-draw and variable funding capacity to fund future growth.
• Jersey Mike’s in connection with its fifth securitization and $760 million note issuance.
• Initial purchasers in a first-of-its-kind $775 million whole business securitization facility for Vital Care Infusion Services, a network of franchised home infusion service providers.
• Dine Brands Global (NYSE: DIN), the operator of restaurants under the Applebee’s Neighborhood Grill + Bar® and IHOP® brands, in a $600 million whole business securitization facility.
• Bojangles’ in the issuance of $625 million term notes and variable funding notes under its whole business securitization facility.
• Initial purchasers in connection with the offering of $1 billion of term notes and $320 million of variable funding notes by indirect subsidiaries of Domino’s Pizza Inc. (Nasdaq: DPZ) under its whole business securitization facility, marking the first major update to the platform since 2012.
• A quick-service restaurant franchisor in the issuance of $125 million of term notes and delayed-draw notes under its whole business securitization facility.
• Oncourse Home Solutions in a first-of-its-kind $1.655 billion whole business securitization of home infrastructure warranty assets; the largest inaugural non-quick-service restaurant WBS completed.

Michael has pioneered and structured dozens of structured financings of digital infrastructure, including lit and dark fiber, wireless towers, data centers, distributed networks, GPUs, IP addresses and other internet backbone infrastructure. At Kirkland, Michael has been active in representing:

• Blackstone Credit & Insurance, as an initial anchor investor alongside Apollo, in the establishment of the $35 billion AI XPV Platform with Broadcom Inc. to finance growth at frontier AI labs including Anthropic and OpenAI.
• Initial purchasers in a $400 million issuance of term and variable funding notes by subsidiaries of DigitalBridge Group, Inc. (NYSE: DBRG) backed by management fees from DigitalBridge’s digital infrastructure funds and certain equity interests in portfolio companies.
• Blackstone on AI infrastructure company Firmus’ US$10 billion debt financing facility, led by funds managed by Blackstone, with participation from Coatue. The financing, one of the largest private debt financings in Australian history, will support the national rollout of Firmus’ AI Factory platform based on NVIDIA’s DSX reference architecture.
• CoreWeave, Inc. (Nasdaq: CRWV), in its landmark $8.5 billion delayed-draw term loan facility, the first investment-grade rated GPU-backed financing.
• Major internet services provider in a $1.35 billion privately rated securitization of cashflows from internet infrastructure assets.
• Metronet, a provider of fiber optic telecommunications services and portfolio company of KKR, in its joint venture with T-Mobile, including the JV bridge backstop, permanent warehouse, and $1 billion private placement ABS transaction in connection with the closing of the joint venture wholesale transaction.

Michael has led dozens of hybrid-real estate lending transactions involving outdoor advertising assets, oil & gas assets, triple-net lease assets, solar energy assets and many “first-in-asset class” structuring transactions, as well as structured financings of transportation assets such as energy transportation networks and shipping containers. At Kirkland, Michael has represented:

• Midstream oil and gas company in a first-of-its kind $915 million midstream energy transport securitization of infrastructure and associated contracts across the Southern Midland Play.
• Oil and gas company in its inaugural $250+ million asset-backed securitization of recently acquired producing oil and gas wells located in the Delaware Basin.
• Diversified (NYSE: DEC), an energy company focused on natural gas and liquids production, transport, marketing and well retirement, in three securitizations of oil and gas revenues, including the creation of the ABS XI note, the proceeds of which were used to finance the acquisition of Canvas Energy Inc.
• New Mountain Capital in its inaugural $493.4 million Rule 144A offering of asset-backed securities secured by a portfolio of triple-net-lease (NNN) commercial real estate properties in both the U.S. and Canada.
• Major alternative investment fund in a $275 million aggregation facility secured by triple-net-lease (NNN) commercial real estate, with proceeds to be used to finance future acquisitions.

Michael has developed multiple structured warehouses and direct placements of non-traditional assets, including developing the infrastructure and “back leverage” for related structured private credit and private placement technology. At Kirkland, Michael has advised:

• Entertainment company in a $350 million cross-border structured credit facility secured by music rights, including musical compositions, master recordings and royalties.
• Performance-rights organization in a revolving credit facility secured by music rights.
• Equipment lender in a privately rated securitization of equipment lease contracts, interests in the related equipment and insurance policies and proceeds.
• Galaxy Container Solutions, a global marine container leasing and financing platform managed by KKR, in an asset-backed revolving credit facility.
• Major private equity investor in the monetization and rated financing of a health care joint venture transaction.

Partner, King & Spalding LLP

Partner, Milbank LLP