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Hardee's Funding LLC/Carl's Jr. Funding LLC (Series 2020-1)

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Hardee's Funding LLC/Carl's Jr. Funding LLC (Series 2020-1) Presale: Hardee's Funding LLC/Carl's Jr. Funding LLC (Series 2020-1) November 10, 2020 PRIMARY CREDIT ANALYST Preliminary Rating Srabani C Chandra-Lal New York Class Preliminary rating(i) Balance (mil. $) Anticipated repayment date Legal maturity (years) (1) 212-438-5036 A-2 BBB (sf) 400 December 2027 30 srabani.chandra-lal @spglobal.com Note: This presale report is based on information as of Nov. 10, 2020. The ratings shown are preliminary. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. Accordingly, the preliminary ratings should not be construed as SECONDARY CONTACT evidence of final ratings. This report does not constitute a recommendation to buy, hold, or sell securities. (i)The rating does not address post-ARD contingent interest. ARD--Anticipated repayment date. Craig J Nelson New York + 1 (212) 438 8124 craig.nelson Executive Summary @spglobal.com ANALYTICAL MANAGER Hardee's Funding LLC/Carl's Jr. Funding LLC's (Hardee's Funding/Carl's Jr. Funding) series Ildiko Szilank 2020-1 issuance is a $400 million corporate securitization of CKE Restaurants Holdings, Inc.'s New York (CKE's) business. CKE will refinance its existing series 2018-1 class A-2-I notes with the new (1) 212-438-2614 senior term ABS notes. The series 2020-1 class A-2 fixed-rate notes will remain collateralized by ildiko.szilank existing and future domestic and international franchise royalties and fees, contributed company @spglobal.com restaurants and related assets, and owned real property and intellectual property. The new notes have a seven-year anticipated repayment date and a 30-year legal maturity. The proceeds of the notes will be used to fully redeem the $391 million series 2018-1 class A-2-I notes that will remain outstanding after giving effect to the September and December 2020 principal payments. The proceeds will also be used to pay transaction fees and expenses. The note issuance will result in a leverage (total debt/adjusted EBITDA) of approximately 6.8x. As of the series 2020-1 close, the series 2018-1 class A-1, A-2-II, and A-2-III notes will remain outstanding. Key credit features of the transaction include: - A long operating history of over 60 years. Carl's Jr. was established in 1956, and Hardee's was established in 1960. - A large and diverse franchise base, supporting a 93% franchised system resulting in a less volatile cash flow stream. 63% of CKE's 345 franchisees operate five or fewer restaurants, with the largest franchisee representing 9% of franchised restaurants. - Stable historical systemwide sales, with a cumulative average annual growth rate of 3.0% since 2010. www.standardandpoors.com November 10, 2020 1 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2552564 on the last page. Presale: Hardee's Funding LLC/Carl's Jr. Funding LLC (Series 2020-1) - Stable domestic performance since the start of the COVID-19 pandemic, with approximately -0.6% domestic same-store franchised sales (SSS) over the year-to-date period ending Nov. 2, 2020, attributable in part to the fact that 98% of stores that have drive-throughs. - Weakened international performance since the start of the COVID-19 pandemic, with approximately -22.4% international SSS over the year-to-date period ending Nov. 2, 2020. - Consistent domestic store count and average unit volume (AUV), moderate international growth in both store count and AUV, and an increased royalty rate (from new international units and refranchised stores) have led to moderate increases in royalty payments (implied international royalty rate has decreased since the 2018-1 close). - Geographic concentration, with the three largest U.S. states accounting for 33% of systemwide sales as of Aug. 10, 2020. - International operations' revenue that isn't hedged for foreign exchange fluctuation, leaving cash flows vulnerable to potential swings in exchange rates. S&P Global Ratings believes there remains a high degree of uncertainty about the evolution of the coronavirus pandemic. Reports that at least one experimental vaccine is highly effective and might gain initial approval by the end of the year are promising, but this is merely the first step toward a return to social and economic normality; equally critical is the widespread availability of effective immunization, which could come by the middle of next year. We use this assumption in assessing the economic and credit implications associated with the pandemic (see our research here: www.spglobal.com/ratings). As the situation evolves, we will update our assumptions and estimates accordingly. See the Key Credit Considerations section for more detail. Transaction Timeline/Participants Transaction Timeline Participants Expected closing date Dec. 21, 2020. Sole structuring Barclays Capital Inc. adviser First interest payment date March 2021. Co-issuers Hardee's Funding LLC and Carl's Jr. Funding LLC. Class A-2 ARD Dec. 2027. Guarantors Hardee's SPV Guarantor LLC, Carl's Jr. SPV Guarantor Legal maturity date Dec. 2050. LLC, Hardee's Restaurants LLC, and Carl's Jr. Note payment frequency Quarterly commencing March 2021. Restaurants LLC. Trustee Citibank N.A. ARD--Anticipated repayment date. Servicer Midland Loan Services (a division of PNC Bank N.A.). Manager CKE Restaurants Holdings Inc. Backup manager FTI Consulting Inc. Rating Rationale The preliminary 'BBB (sf)' rating assigned to Hardee's Funding/Carl's Jr. Funding's $400 million senior secured notes series 2020-1 reflect our assessment of: - Brand strength. This includes the strength of the CKE brands, the likelihood for the brands to survive through a CKE bankruptcy, and the brand's resulting capacity to continue generating www.standardandpoors.com November 10, 2020 2 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2552564 on the last page. Presale: Hardee's Funding LLC/Carl's Jr. Funding LLC (Series 2020-1) sufficient cash flows from business operations, provided that adequate servicing remains in place. - A replaceable manager. The manager's responsibilities are generally limited to sales, general, and administrative (SG&A) functions, which we believe increases the likelihood of successful replacement following a termination of the current manager. Additionally, the transaction has a backup manager, FTI Consulting Inc. (established at the transaction's closing), which has reviewed the business' cost structure relative to the sizing of the management fee and believes it is adequate should FTI need to step in. - Legal isolation of the assets. Substantially all of the business' cash-generating assets are not owned by the manager They have been sold through a true sale to the securitization issuer and guarantors, which are bankruptcy-remote entities. This should decrease the likelihood that existing CKE creditors could disrupt cash flow to the securitization following a manager bankruptcy. Legal opinions related to true sale and nonconsolidation have been, or will be, provided at or before this transaction's closing. - Asset performance not fully correlated with manager performance. A system of franchised restaurants will likely continue to generate cash flow following the manager's bankruptcy because individual franchisees generally operate independently from the manager (aside from SG&A functions, which we believe can be transferred to a backup). - Cash flow coverage. Given the brand's strength, the replaceable nature of the manager, and the legal isolation of the assets from the manager, we have projected long-term cash flows for the business. Our analysis incorporates cash flow haircuts reflecting our view of how the business' assets could weaken in adverse economic conditions. Under these conditions, our analysis shows the cash flows generated by the business are sufficient to meet all debt service obligations of the rated notes. - Liquidity. An interest reserve account is in place to cover three months of interest on the series 2018-1 and series 2020-1 notes. Key Credit Metrics And Peer Comparisons Table 1 Key Credit Metrics And Peer Comparisons S&P S&P S&P Global Global Global Operating Leverage Ratings' Ratings' Ratings' Store AUV history (total min. min. credit count (mil. Franchised International (from Concept debt/adjusted base-case downside Brands Series rating(i) (no.) $) (%)(iii) (%)(iii) founding) type EBITDA)(iv) DSCR(v) DSCR(v) Hardee's/Carl's 2020-1 BBB (sf) 3,840 1.2 93 25 Over 30 QSR 6.8 1.8 1.5 Jr.(ii) years Driven Brands 2020-2 BBB- 3,229 1.0 84 19 Over 30 Automotive 6.7 1.9 1.6 (sf) years services Driven Brands 2020-1 BBB- 3,245 1.1 85 19 Over 30 Automotive 6.5 1.8 1.5 (sf) years services Sonic (vi) 2020-1 BBB (sf) 3,583 1.3 94 0 Over 30 QSR 5.9 1.8 1.6 years Jersey Mike's (vi) 2019-1 BBB (sf) 1,615 0.8 99 0.3 Over 30 QSR 6.4 2.2 1.7 years www.standardandpoors.com November 10, 2020 3 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2552564 on the last page. Presale: Hardee's Funding LLC/Carl's Jr. Funding LLC (Series 2020-1) Table 1 Key Credit Metrics And Peer Comparisons (cont.) S&P S&P S&P Global Global Global Operating Leverage Ratings' Ratings' Ratings' Store AUV history (total min. min. credit count (mil. Franchised International (from Concept debt/adjusted base-case downside Brands Series rating(i) (no.) $) (%)(iii) (%)(iii) founding)
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