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Who Represents Who

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All lawyers in this section are based in New York unless stated otherwise.

Cadwalader, Wickersham & Taft LLP is well known for its work in the CMBS space, where the firm has acted for every type of deal participant, and has an active ABS and CLO group, which was strengthened by the arrival of Peter Morreale, a structured credit specialist, from Goldman Sachs. Among the market’s most active MBS lawyers, Michael Gambro advised Freddie Mac with the structuring of the issuer’s KT program, which aims to transfer credit risk associated with multi-family mortgage loans pending the securitization of those loans. Stuart Goldstein and the Charlotte-based David Burkholder handled an especially innovative CMBS transaction for JP Morgan Chase Commercial Mortgage Securities, which was the first risk-compliant CMBS offering to exclusively utilize the third-party purchaser (TPP) option. On the CLO front, Neil Weidner and Ivan Loncar assisted Bank of America with a structure to convert certain CLO securities into instruments that are not affected by ownership interest requirements pursuant to the Volcker Rule.

Dechert LLP’s finance group is singled out for its knowledge of ‘cutting-edge structures addressing the new risk retention rules for CLOs’. The team advises issuers and underwriters in CMBS, CRE and auto loan securitizations, and has particular strength in acting for CLO managers. Richard Jones heads the department, which includes Laura Swihart, who specializes in MBS and acts for sell-side clients like Freddie Mac; the ‘client-focused’ Sean Solis, who is a key contact in the CLO group and advises managers such as Apollo Global Management; and the Charlotte-based John Timperio, whose expertise spans ABS and CLO transactions. The team was joined by a number of new arrivals in 2017, including Bruce Bloomingdale, from Cadwalader, Wickersham & Taft LLP. Krystyna Blakeslee was promoted to partner in the Hartford office. In June 2018, Will Cejudo joined in Washington DC from Clifford Chance.

Providing ‘logical and pragmatic advice’, Katten Muchin Rosenman LLP’s sizeable securitization team is among the leading issuer-side counsel in the market and is especially active in RMBS and auto and equipment-loan securitization. John Keiserman leads a team that acts as outside counsel to GM Financial on all of its US securitization programs and helps support its international ABS platforms. The Washington DC-based Seth Messner and the ‘balanced and creative’ Stephen Esko act for Fannie Mae on a litany of MBS issuances, such as those associated with the Connecticut Avenue Securities program, which aims to shift retained credit risk from guaranteed MBS to capital markets investors. Howard Schickler assisted Fortress Investment Group with the establishment of marketplace lending and unsecured consumer lending platforms. Joseph Topolski, Stanford Renas, Chris DiAngelo and Washington DC’s Anna-Liza Harris are additional key figures in the department. Based in Charlotte, Mitch Sprengelmeyer was promoted to partner, while Claudine Chen-Young joined the Washington DC office from Morgan, Lewis & Bockius LLP and Shan Haider joined from Perkins Coie LLP.

Mayer Brown’s ‘impressively versatile’ practice is increasingly involved in cross-border transactions ABS, MBS and CLO transactions, which have included multiple market-firsts in 2017. Stuart Litwin led a multi-jurisdictional team that advised Dell Bank International, as issuer, on a €600m financing transaction, which was the client’s first securitization in Europe. Litwin also advised Guggenheim Securities as initial purchaser of securitized small-business marketplace loans, which was the issuer’s first Rule 144A ABS transaction. Jason Kravitt and Paul Forrester assisted a number of major US, European and Asian trade organizations with a joint comment letter regarding the Basel Committee proposal to revise the regulatory capital treatment of securitization investments. Jon Van Gorp and Angela Ulum are also recommended. In the Chicago office, Susannah Schmid was promoted to partner in 2017, while Darius Horton and Lindsay O’Neil made partner in 2018. Similarly, Michael Gaffney was promoted to partner in the Charlotte office. Also in 2018, a large team including Anna Pinedo and covered bond expert Jerry Marlatt joined the New York office from Morrison & Foerster LLP. Unless stated otherwise, all lawyers mentioned are based in Chicago.

Strong across a variety of asset classes, Morgan, Lewis & Bockius LLP has been involved in a number of market-firsts as bank-side and issuer-side counsel. Department head Reed Auerbach advised Verizon Communications on its $1bn private placement of investment grade floating-rate ABS, which was the first transaction of its kind to be secured by wireless device payment plan contracts. Auerbach and Steve Levitan acted as underwriters counsel to Morgan Stanley, Bank of America Merrill Lynch and Goldman Sachs on a Rule 144A issuance backed by non-federally guaranteed post-graduate student loans. Based in Washington DC, Jeffrey Johnson specializes in RMBS and advised FirstKey Mortgage in an acquisition and securitization of re-performing residential mortgage loans from Freddie Mac, which was only the second transaction in the government-issuer’s seasoned loan structured transactions (SLST) program. Other key figures in Washington DC include Mark Riccardi, who acts for Navient Corporation, and Charles Sweet, who was promoted to partner.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is considered pre-eminent for issuer-side advice on whole-business securitizations, and has extensive experience of property-assessed clean energy (PACE) bonds, CLOs, cell tower securitizations and IP securitizations. Jordan Yarett acted on the whole-business securitization of Coinstar, which was the first transaction of its kind to use a franchising structure for a non-franchised company. Robert Zochowski has considerable experience in energy and media and entertainment-related securitizations. Lender clients include Guggenheim Securities and Deutsche Bank Securities. Eric Goodison and Lawrence Wee are also recommended.

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The Washington DC-based team at Cleary Gottlieb Steen & Hamilton LLP handled a number of market-first securitized transactions and high-volume MBS deals throughout 2017, while remaining among the top performers in the CLO space. Paul St. Lawrence advised Verizon Communications on the establishment of a platform for the sale of receivables from cell phone installment sales contracts with embedded upgrade offers. On the bank-side, St Lawrence assisted Merrill Lynch with the first securitizations of insurance company debt and bank debt since Dodd-Frank. Key CLO contact Michael Mazzuchi advises international financial institutions on the impact of the Volcker Rule on a variety of structured products. Mitchell Dupler regularly acts for underwriters in Freddie Mac, Fannie Mae and Ginnie Mae issuances. Macey Levington was promoted to counsel in 2018.

Clifford Chance’s US structured finance group is one of the ‘hidden gems of the CLO world’. Headed by Robert Villani, the team advises many of the market’s most prominent asset managers - including Credit Suisse Asset Management - on a litany of CLO transactions, and has developed expertise in creating new structures to comply with CLO risk retention requirements. In the MBS and mortgage finance space, Lee Askenazi assisted Chimera Investment Corporation with the purchase and securitization of $5.8bn of securitized residential mortgage loans in the 12 months to August 2017. The team has also experienced a marked increase in marketplace lending-related work, having advised Prospect Capital Corporation as lead equity investor on the first consumer loan underlying bond securitization sponsored by LendingClub. Steven Kolyer and counsel Robert Hagan are additional contacts. In June 2018, Will Cejudo moved to Dechert LLP.

Dentons’ structured finance department is well known for its work in the mortgage and real estate finance space. Stephen Kudenholdt advised the initial purchasers of three securitizations originated by a REIT and backed by a portfolio of seasoned loans totaling $5bn. Kudenholdt also acted for Westgate Resorts and Central Florida Investments on a securitization of timeshare and mortgage-backed notes. Erik Klingenberg acted for the initial purchasers on a $1.4bn master trust issuance backed by triple net leases on commercial property. Scott Swerdloff advised the initial purchasers of a $1.3bn securitization backed by seasoned performing mortgage loans. As underwriter’s counsel, Swerdloff assisted clients such as Merrill Lynch and Credit Suisse Securities with a series of issuances by Volt of mortgage loans and real estate owned properties.

The US structured finance team at Freshfields Bruckhaus Deringer LLP has grown to become one of the most active groups in the CLO market. Headed by Brian Rance, the team has experience in highly structured transactions and has developed expertise in US and EU risk retention requirements. Jerome Ranawake is another leading figure. Additional clients include Deutsche Bank, Société Générale and Bank of Tokyo Mitsubishi. Ryan Suda joined Mayer Brown.

Noted for its ‘tremendous industry knowledge’, Hunton Andrews Kurth LLP regularly acts for governmental and private issuers on large-scale MBS and mortgage finance transactions. Brent Lewis and Tom Hiner advised the dealers on each of Freddie Mac’s structured agency credit risk transactions since the program began in 2013. Similarly, Brent Lewis has acted for various underwriters in each of Freddie Mac’s seasoned loan structured transactions and seasoned credit risk transfer offerings. In the Richmond office, Amy Williams and Rudene Mercer Haynes acted as program counsel to Ginnie Mae in relation to its issuance of government-guaranteed REMIC securities. Also recommended are Mike Nedzbala in Charlotte and John Dedyo, who joined the firm from Weil, Gotshal & Manges LLP and has experience of CLO transactions and ABS involving non-mortgage asset classes.

King & Spalding LLP fields a ‘deep bench’ that specializes in middle-market finance deals involving esoteric assets, although it is best known for its work in whole-business securitization. Department head Michael Urschel (‘an incredible talent in all respects’) advises issuers and underwriters in whole-business securitizations, but has recently been more active on the bank-side; he recently acted for the underwriting banks in the whole-business securitizations of Jimmy John’s, Focus Brands, TGI Friday’s and a major fried chicken franchise. Charlotte-based Ronald Lovelace led a team advising Five Guys Enterprises on a $425m issuance backed by the client’s whole-business securitization. The department is rapidly growing. Following the arrivals of Terry Novetsky and Jeffrey Misher in 2016, the department brought on Jennifer Daly from Hunter Peak Investments and counsel Brandon Dalling from Latham & Watkins LLP in 2017. Counsel Anthony Mechcatie is another contact.

Kirkland & Ellis LLP is a renowned issuer-side counsel for ABS backed by auto and equipment loans. The Chicago-based James Antonopoulos assisted CarMax Business Services with a number of public ABS transactions, which was the first auto deal to utilize vertical and horizontal risk retention. On the bank-side, Jeffrey O’Connor (also based in Chicago) advised Barclays Capital on a series of issuances backed by dealer floorplan receivables originated by Ford Motor Credit Company; one of the first floorplan master trusts to use a seller’s interest to satisfy risk retention requirements. Auto and equipment loan securitization accounts for only about half of the team’s efforts, however; the group also has experience of timeshare loan and single-family rental (SFR) securitization, and is investing heavily in its marketplace lending practice. Kenneth Morrison and Janette McMahan are additional contacts in the team.

Kramer Levin Naftalis & Frankel LLP has historically focused on idiosyncratic financial assets and nascent asset classes, such as IP, tobacco payments, PACE bonds and other clean energy assets. Gilbert Liu and Laurence Pettit are ‘authoritative figures in the securitization space’ and lawyers that clients ‘want in their corner for cases of first impression’. Pettit acted on a number of standout transactions, including the first PACE securitization to be rated by three different agencies and the first HERO bond securitization to obtain a AAA rating. Pettit also advised a major investment bank on a 144A collateralized fund obligation. Liu has extensive experience of IP and energy securitizations, CDOs and MBS, and has been especially active as lender’s counsel in timeshare loan securitization transactions. Jamie Kocis is another key contact in the department.

Latham & Watkins LLP fields a ‘hardworking and responsive’ ABS team that is experienced in traditional ABS structures as well as pioneering transactions; it also has an active CLO group in Los Angeles. On the ABS front, Kevin Fingeret and Loren Finegold advised Barclays and Guggenheim Securities as initial purchasers of a note issuance backed by a mix of cell towers, wireless sites and distributed antenna systems. The group has also acted for issuers such as American Airlines. Graeme Smyth is another key figure in the ABS team. The CLO team is headed by Vicki Marmorstein and acts primarily for collateral managers. Marmonstein and Dominic Yoong acted as deal counsel in a CLO transaction for TCI Capital Management, which included the creation of a first-of-its-kind fund to support risk retention requirements. Doug Burnaford and counsel Kenneth Askin are additional contacts in the CLO team. Securities regulatory expert Ellen Marks is based in Chicago and is also recommended.

Morrison & Foerster LLP’s ‘highly practical and responsive’ team is known for handling new securitization structures, specializing in non-traditional assets including tech-enabled consumer receivables, royalties and renewable energy. It also has notable expertise in covered bond offerings. In an example of the uptick in marketplace lending activity, ‘exceptional’ Los Angeles-based senior counsel Kenneth Kohler led a team advising LendingClub on its inaugural self-sponsored securitization; this was the first securitization by a peer-to-peer lender under US Reg AB requirements, though the structure enabled the client to reduce its risk requirement to 1% from the mandated 5%. Jonathan Melmed acted for Ironshore Pharmaceuticals in relation to its $75m royalty securitization. Geoffrey Peck is also recommended. Anna Pinedo and Jerry Marlatt joined Mayer Brown.

Orrick, Herrington & Sutcliffe LLP is among the most active firms in terms of deal volume, with experience across the full range of ABS structures, including esoteric assets such as PACE bonds. The team has deep experience of RMBS and CMBS transactions; Leah Sanzari advised Banc of America Securities on its government-sponsored enterprise (GSE) platforms, which includes securitizations and re-securitizations backed by residential, multi-family and reverse mortgages. Al Sawyers and Robert Moyle assisted Sallie Mae Bank with its first issuance of private education loan-backed notes to comply with US and EU risk retention requirements. In another notable transaction, senior counsel Katharine Crost acted as issuer’s counsel for the City of New York in relation to a securitization backed by roughly 4,000 individual tax liens for unpaid real property taxes and water and sewage charges. Alan Knoll heads the practice, which includes William Cullen.

Schulte Roth & Zabel LLP’s structured finance department is ‘second-to-none in the areas in which it specializes’, and is noted for its ability to balance ‘heavy partner involvement with cost-efficiency’. The team has been involved in a number of unique ABS transactions, and stands out for its formidable CLO practice. Between 2016 and 2017, Paul Watterson and Phillip Azzollini assisted PGIM with over $4.5bn of CLO offerings. Daniel Oshinsky has handled numerous CLO transactions for Cerberus Capital Management and Fortress Investment Group and Craig Stein is another primary contact in the CLO team. In the ABS space, Boris Ziser assisted various issuer clients with some traditional and highly esoteric 144A transactions. The department’s expertise also covers regulatory matters.

Simpson Thacher & Bartlett LLP acts for banks and initial purchasers across a range of esoteric assets, and is highly active in wireless tower securitizations. As an example, the department acted for Barclays, Citigroup and Deutsche Bank Securities in relation to a $760m offering of secured tower revenue securities issued by SBA Tower Trust. Headed by ‘highly recommended’ senior counsel John Schueller, the team advised JPMorgan on the placement of $750m timeshare loan-backed variable funding notes. The group is also active in fleet and auto loan securitizations and has an active CLO practice, which focuses on acting for collateral managers. Laura Palma retired in 2017.

Skadden, Arps, Slate, Meagher & Flom LLP is well known for its experience with credit card receivables transactions, but is active across a range of asset classes including MBS, auto loans, pharmaceutical royalties and small-business loans. Andrew Faulkner acted for Chase Bank USA National Association as issuer on a series of credit card-backed notes totaling $2.65bn. James Stringfellow advised various underwriters on five public issuances by Capital One’s credit card trust, totaling $4.3bn. In one of the group’s highlight deals, David Midvidy acted for Domino’s Pizza in relation to its $2bn whole-business securitization. Richard Kadlick heads the department and assisted an online loan provider with a student loan warehousing transaction and a separate consumer loan transaction. The team also advises collateral managers in CLO transactions.

Weil, Gotshal & Manges LLP’s structured finance group handles ABS and CLO transactions, and has been involved in a number of market-first securitizations. The team specializes in esoteric asset securitizations, which, in 2017, have included unsecured consumer loans, small-business loans and a diamond inventory. Frank Nocco acted for Guggenheim Securities in a Rule 144A bond offering backed by the Diarough Group’s inventory of diamonds and the related consignment sales revenue. Nocco and recently promoted counsel Shawn Kodes also advised Caribbean Financial Group on the first-ever multi-jurisdictional securitization of personal consumer loans. Jason Smith and Ariel Kronman are additional contacts in the ABS group. Robert Chiperfield focuses on CLO work and acts for clients such as Apollo Global Management and Redding Ridge Asset Management.

Winston & Strawn LLP’s structured finance department is comprised of ‘real solution-providers’ who act as ‘business partners, rather than just lawyers’. The group has an active CLO practice and focuses on non-commoditized assets in the ABS space. In the LA office, Daniel Passage acted for Morgan Stanley and Deutsche Bank Securities on the securitization of PACE bonds originated under Renovate America’s HERO program. Peter Morgan advised Credit Suisse on a $350m ABS backed by equipment leases. On the CLO front, Jeffrey Stern and Chicago-based Patrick Hardiman act for collateral managers such as THL Credit Advisors and Crestline Denali Capital. Michael Mullins and David Galainena are additional contacts in the Chicago office. Russell Casper (also based in Chicago) Francisco Flores in Los Angeles were promoted to partner. Anthony Schouten joined Pryor Cashman LLP.

Allen & Overy LLP has experience of a range of ABS and covered bond offerings, with particular strengths in credit card, auto, aircraft and equipment securitization. John Hwang has developed a number of relationships with Canadian banks such as Bank of Nova Scotia and The Toronto-Dominion Bank, which he advises on covered bond programs. Hwang also regularly works alongside the firm’s London office, and helped lead a team that advised the underwriters on a £562.8m auto receivables securitization sponsored by Santander Consumer. Further broadening its US structured finance capabilities, the firm recruited Lawrence Berkovich and four more junior practitioners from Ashurst LLP to establish a CLO practice.

Arnold & Porter handles structured transactions across a range of asset classes and has a growing client base comprising leading financial institutions and some unique corporate originators. Department head Henry Morriello advised marketplace lender Social Finance on a Rule 144A residential mortgage securitization. To illustrate the breadth of the practice, Morriello has also handled ABS transactions backed by transportation and equipment loans, small-business loans, certain cellular assets, and consumer loans. Howard Goldwasser advised Jeffries on a number of CLO transactions, while Daniel Hartnett in the Chicago office has expertise in CLOs, CFOs and other synthetic asset transactions. Also recommended are Lawton Camp, William Fellerhoff in Chicago, and counsel Michael Karol.

DLA Piper LLP (US) stands out for its deep experience of CLO transactions. Indeed, led by Richard Reilly, the group serves as primary counsel to Ares Management as collateral manager and to Goldman Sachs as placement agent in their respective CLO activity. The department’s ABS expertise covers student loan and small business loan securitizations; in the Boston office, Andrew Sroka advised Kabbage on its $525m securitization secured by online small-business loans and merchant cash advances. Sroka also acted for Darien Rowayton Bank as sponsor in connection with multiple student loan securitizations. David Luce is another contact in the group.

For some, Hogan Lovells US LLP is a market leader in securitizations emanating from emerging markets, particularly Latin America. Emil Arca advised El Salvadorian Banco Cuscatlán on the creation of a diversified payment rights securitization program. Similarly, Arca acted for National Commercial Bank Jamaica in connection with its securitization of Visa-MasterCard merchant voucher receivables generated in Jamaica from international cardholders. Peter Humphreys advised T-Mobile on a private issuance secured by handset receivables and structured for different accounting treatments for International Financial Reporting Standards (IFRS) and Generally Accepted Accounting Principles (GAAP) on the one hand, and sales tax on the other hand. Lewis Cohen is another contact in the department.

Holland & Knight LLP’s structured finance team handles a range of ABS transactions, but has been especially active in timeshare receivables securitization and insurance-related transactions. Eileen Bannon has counseled Blackstone on a number of 144A timeshare receivables securitizations. Bannon has also advised multiple insurance companies on various securitization and re-securitization transactions. Delaware Life Insurance Company, Awbury Insurance, New York Power Authority and Banco Latinoamericano de Comercio Exterior are among the department’s clients.

Milbank, Tweed, Hadley & McCloy LLP’s ‘very knowledgeable’ alternative investment department regularly acts for US managers and arrangers in the CLO space. A ‘strong advocate’, Los Angeles-based Deborah Festa acts for various affiliates of KKR in US and European CLO activity. Blair Tyson and Brett Nadritch helped lead a team that advised the lead underwriters on a $3.5bn note issuance backed by FCC spectrum licenses and originated by special purpose entities owned by Sprint Corporation.

Norton Rose Fulbright US LLP’s increasingly active structured finance team has been especially busy with clean energy asset securitizations. Acting as issuer’s counsel, the team regularly handles PACE bond, solar loan and tax lien securitizations, among other transactions. Most notably, the department has been considerably strengthened by a number of personnel additions. Vincent Dunn, Andrew Coronios, Marian Baldwin Fuerst and Scott Berson joined the team following the July 2017 merger with Chadbourne & Parke, while ABS and MBS specialist Patrick Dolan joined from Dechert LLP and Eric Tashman joined the San Francisco office from Sidley Austin LLP in 2016.

Paul Hastings LLP has an extremely active and deeply experienced structured credit team that specializes in advising arrangers in major CLO transactions. In one first-of-its-kind CLO, Eugene Ferrer acted for Mitsubishi UFJ Securities in connection with an option structure to lower interest rates in a later refinancing of the initial CLO transaction. Headed by Washington DC-based Scott Faga, the team has won a number of new clients in 2016-2017, including BNP Paribas and Wells Fargo. Nicole Skalla is another key contact and has been involved in numerous CLO transactions compliant with US and European risk retention requirements.

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