Overview

We are experienced in all areas of structured financing transactions, including the representation of originators, issuers, collateral managers, underwriters, servicers, trustees, investors and special purpose conduits. We have represented such clients in a wide range of structures involving various asset types, including: corporate and consumer receivables, equipment, and other assets with a special emphasis in two particular classes: real estate assets such as whole loans, B term loans and mezzanine loans, and private and federal student loans.

  • Execution of securitization transactions in the commercial paper market and the term markets, including private placements/Rule 144A/Regulation S placements and public offerings
  • Creation of warehouse vehicles funded through repurchase facilities and commercial paper funded facilities
  • Extensive representation of a multi-seller commercial paper conduit
  • Development of individual one-off financing structures
  • Arranging currency and interest rate hedges
Substantive Legal Issues

Structuring

We are well versed in structuring securitization vehicles and knowledgeable in a wide array of structures. As a result, we are able to propose structures and create financing vehicles that maximize the economic benefit to our clients.

Opinions

Working with lawyers from other disciplines within the firm, we have extensive experience undertaking rigorous analysis of substantive issues involving: securities law, the Investment Company Act, the Trust Indenture Act, Articles 8 and 9 of the Uniform Commercial Code, and the Tax and Bankruptcy Codes, including true sale and substantive nonconsolidation issues. We are able to deliver complex opinions with regard to such analyses.

Experience
Representative Matters 
  • Representing sponsors in numerous public securitization transactions involving student loans as the underlying assets, with each transaction issuing approximately $1 billion worth of debt.
  • Representing originators extensively in warehouse facilities funded in the commercial paper markets with the facilities ranging from $500,000 to $3 million.
  • Providing significant representation of sellers into multiseller commercial paper conduits.
  • Serving as primary counsel for each transaction into a multiseller commercial paper conduit with transaction sizes ranging from $18 million to $50 million.
  • Representing a sponsor in its acquisition of a pool of commercial real estate loans valued at approximately $115 million and the creation of a unique structured financing transaction to finance the commercial real estate loans in the private markets.
  • Representing issuers in a variety of industries in developing and establishing receivables sales programs involving commercial receivables.