We advised the sole structuring adviser and sole book-running manager on the offering

Davis Polk advised the sole structuring adviser and sole book-running manager in connection with the inaugural Rule 144A / Regulation S offering of $350 million of fixed rate senior secured notes, comprised wholly of 6.380% Series 2026-1 Class A-2 notes, and $25 million in variable rate senior secured notes, comprised wholly of Series 2026-1 Class A-1 Notes, by Scooter’s Coffee Issuer, LLC and Harvest Roasting Issuer, LLC, as co-issuers. The notes are guaranteed by certain wholly owned subsidiaries and the direct parent of each co-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 Scooter’s brand in the United States.

Founded in 1998, Scooter’s is a beverage franchisor known for its coffee-focused offerings, originating in the Midwest. The system consists of 910 units across 32 states and is approximately 98% franchised across multiple formats, including kiosks, endcaps with drive-thru, coffeehouses with drive-thru and non-traditional locations.

The Davis Polk finance team included partner Ryan D. McNaughton, counsel Demitrios (Jimmy) T. Moustakis and associates Aaron Kirchner-Loeser and Anthony (A.J.) Koch. Partner Frank Azzopardi and associate Lachlan J. Forrester provided intellectual property advice. Counsel Dustin Plotnick provided tax advice. Counsel Chaoyuan (Charles) Shi provided ERISA advice. Partner Stephen A. Byeff provided capital markets advice. Counsel Will Schisa provided sanctions advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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