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 collateral includes substantially all existing and future revenue-generating assets of the Scooter’s system, including franchise agreements and related revenues and intellectual property and assets and revenues from Scooter’s vertically integrated coffee roasting and supply chain platform, Harvest Roasting. Proceeds from the offered notes will be used to refinance existing corporate debt, pay transaction expenses and for general corporate purposes.

Scooter’s Coffee, founded in 1998, is a beverage franchisor known for coffee-focused offerings, with a system of 910 units across 32 states that is approximately 98% franchised across multiple formats, including kiosks, endcaps and 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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