We advised the initial purchasers on the offering

Davis Polk advised the initial purchasers, in connection with a Rule 144A and Regulation S offering of $900 million of fixed-rate senior secured notes consisting of $550 million of Series 2025-1 Class A-2-I notes and $350 million of Series 2025-1 Class A-2-II notes by DB Master Finance LLC, as master issuer. The notes are guaranteed by certain wholly owned subsidiaries of the master issuer. The guarantees are collateralized by a pledge of substantially all of the assets of the guarantors, which includes franchise fees, area development fees, product sourcing and related royalty income related to the Dunkin’ brand and the Baskin-Robbins brand in the United States and 50 other countries. The net proceeds were used by the master issuer to, among other things, repay in full its Series 2019-1 Class A-2-II notes and repay the outstanding principal amount of its Series 2023-1 Class A-1 notes.

Dunkin’ Brands is one of the leading franchisors of quick-service restaurants serving hot and cold coffee and baked goods, as well as hard-serve ice cream. Dunkin’ Brands franchises restaurants under the Dunkin’ and Baskin-Robbins brands, with over 22,200 units in 48 U.S. states (including 170 units in Manhattan), the District of Columbia, Puerto Rico and 50 countries worldwide as of Q2 2025.

Dunkin’ Brands is one of the longest-standing whole business securitization master trust transactions in the market, beginning in 2006. On the bottom edge of a Dunkin’ coffee cup, the registered mark references one of the securitization entities.

The Davis Polk finance team included partner Ryan D. McNaughton, counsel Demitrios (Jimmy) T. Moustakis and associates Anthony (A.J.) Koch, Matthew Lee and Elli Park. Partners Michael Kaplan and Stephen A. Byeff and associate David Giordano provided capital markets advice. Partner Corey M. Goodman provided tax advice. Counsel Erika D. White provided bankruptcy law advice. All members of the Davis Polk team are based in the New York office.

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