Structured finance: securitization in United States

Dechert LLP

Dechert LLP's securitization team is particularly active in the RMBS and CMBS markets. Indeed, a team including Devin Swaney is a key advisor to Freddie Mac in all of its structured MBS issuances, and Laura Swihart has extensive experience acting both for issuing trusts and underwriting banks in real estate and mortgage-related securitizations. Away from real estate-related work, Malcolm Dorris has experience of asset classes such as auto loans, and John Timperio in Charlotte has a strong reputation in the CLO and structured credit space, where he acts for collateral managers and initial purchasers. Also of note in 2019, the team promoted three new partners: Matthew Fischer, Gennady Gorel in Philadelphia and Christopher Desmond in the Boston office. Richard Jones and Philadelphia-based David Forti jointly chair the global finance and real estate practice.

Practice head(s):

Richard Jones; David Forti

Other key lawyers:

Ralph Mazzeo; Devin Swaney; Laura Swihart; John Timpero; Malcolm Dorris; Matthew Fischer; Gennady Gorel; Christopher Desmond

Key clients

Affirm

Credit Suisse

Freddie Mac

Figure Technologies

Golub Capital

KKR

Octagon Credit Investors

Starwood Property Trust

Toorak Capital Parnters

TPG RE Finance Trust

Work highlights

  • Advising Freddie Mac on more than 70 securitization deals in 2019, totaling over $70bn.
  • Advised Octagon Credit Investors on the $882m refinancing of a 2015 CLO.
  • Advised Toorak Capital Partners, a KKR-backed aggregator of mortgage loans, on issuing notes and shares backed by a $225m pool of “fix-and-flip” residential mortgages.
  • Advised Golub Capital on issuing a $804m CLO with Wells Fargo as arranger and trustee.
  • Advised Figure Technologies on a $1bn variable funding note facility used to finance HELOCs originated using blockchain technology.

Hunton Andrews Kurth LLP

Alongside a range of more typical work in the CMBS/RMBS space, Hunton Andrews Kurth LLP has strong relationships with the government-sponsored entities. Amy Williams in Richmond advises Ginnie Mae on its REMIC issuances, while Brent Lewis and Janet McCrae regularly sit across the table from Freddie Mac, representing the initial purchasers of many of its Structured Agency Credit Risk notes. The practice group is jointly led by Tom Hiner in New York and Richmond-based Mike Nedzbala, who recently advised Capital One on its exit from the residential mortgage business. Other names to note include Steven Becker, who has recently advised on the securitization of home equity lines of credit, and Eric Burner, who has been active in non-QM deals. Serena Mentor joined as counsel in May 2019 from an in-house role at Wells Fargo.

Practice head(s):

Mike Nedzbala; Tom Hiner

Testimonials

‘Hunton has expert, extensive knowledge of the topic. It always impresses.’

‘Kevin Buckley is unlike any attorney I have ever had the pleasure of working with. Our in-house team is repeatedly struck by his comprehensive understanding of what are often encyclopedic loan securitization documents.  He seems to effortlessly translate that keen understanding into expert legal advice in real time. When dealing with complex securitization issues, which implicate interests on the multi-million dollar level, his judgment, diligence and ethics have been indispensable.’

‘Kevin Buckley’s availability and response time is superb. Attention to detail, amazing recall.’

Key clients

Bank of America

Wells Fargo Bank

Ginnie Mae

Angelo Gordon & Co.

Thirdpoint

Fannie Mae

Kroll Bond Rating Agency

Front Yard Residential

Angel Oak Capital Advisors

Capital One

Cross River Bank

Work highlights

  • Advising the dealers on $18.3bn of structured agency credit risk transactions.
  • Acted for Jefferies Funding as note purchase and lender of a $1bn variable funding facility of HELOCs issued by Figure Lending using blockchain technology.
  • Advised Ginnie Mae on the issuance of, over 186 transactions, $90bn of government-guaranteed REMIC securities.
  • Acted for Banesco, a Panamanian financial institution, as borrower of a covered loan collateralized by $150m of mortgages.
  • Advised Capital One on a series of sales of both performing and non-performing loans as part of its exit from the mortgage business.

Katten

Katten is among the leading players in real estate-related securitization, and is also active in auto loans, railcars and a litany of other asset-backed deals. In the auto finance space, Joseph Topolski and John Keiserman regularly advise Ford Credit and GM Financial, respectively, on their securitizaed issuances. Stephen Esko and Chris DiAngelo are active in the real estate space, where they advise Fannie Mae on its Connecticut Avenue Securities program and also acts as issuer counsel on some of its REMICs. Practice co-head Anna-Liza Harris, who has complementary tax expertise, and Seth Messner, both based in Washington, have experience of CLO work in addition to traditional ABS. Practice co-head Howard Schickler is also recommended. Paul Kruger took a position as global structured finance chair at Seyfarth Shaw LLP in October 2019.

Practice head(s):

Anna-Liza Harris; Howard Schickler

Key clients

Aspen Capital

Ford Motor Credit Company

Fannie Mae

GM Financial

Napier Park Global Capital

Wells Fargo Securities

Morningstar Credit Ratings

Marathon Asset Management

Work highlights

  • Advised Ford Credit on auto loan, auto lease and dealership securitizations, as well as modifications concerning the replacement of LIBOR and risk retention rules.
  • Advising GM Financial as outside counsel on all of its US securitization programs.
  • Advised Napier Park Global Capital on the securitization of 3,849 railcars.
  • Advised Wells Fargo Securities on its return to the the residential mortgage private label securitization business.
  • Advising Morningstar Credit Ratings on a wide range of securitizations, including RMBS.

Mayer Brown

'One of the best securitization practices in the US' according to some, Mayer Brown covers a broad range of transactions across its several US offices, and  is also noted for its cross-border work, placing Canadian and Latin American debt in the US capital markets. Jointly headed by Julie Gillespie and Stuart Litwin, both based in Chicago, the team handles asset classes including conventional RMBS/CMBS deals, as well as CLOs and exotic assets. Gillespie has recently been involved in credit card and auto deals, while Litwin (the 'Yoda of securitization') was involved in issuances of securitized solar assets, among other deals. In the CLO space, Ryan Suda - who joined from Freshfields Bruckhaus Deringer LLP in April 2018 - is particularly active for Citigroup. CRE CLOs are a focus of Eric Reilly in Charlotte, alongside more conventional mortgage securitization work. Also recommended are Bradley Keck, who has experience of whole-business securitization; auto and ABS expert Angela Ulum in Chicago; and Jon Van Gorp's work of late has included non-QM RMBS deals.

Practice head(s):

Julie Gillespie; Stuart Litwin

Other key lawyers:

Barbara Goodstein; Jon Van Gorp; Carol Hitselberger; Paul Jorrissen; Angela Ulum

Testimonials

‘Mayer Brown’s securitization practice is among the best in the U.S., along with only a few other firms that stand out.’

‘It has the overall ability to resolve even the thorniest problems. Its lawyers are calm even while all others are falling apart around them.’

‘Stuart Litwin leads the securitization practice and serves as the Yoda of this area.’

‘Paul Jorissen knows as much as anyone, always has an alternative and remains calm in even the tensest situation.’

‘Keith Oberkfell  is one of the best in the business.  He has tremendous knowledge of the industries, asset classes, and markets that he serves.  He reacts and operates quickly and efficiently, and represents clients with a pragmatism that is respected by our counterparties and drives effective negotiated outcomes.’

Key clients

Citigroup Global Markets

Deephaven Mortgage

Carrington Capital Management

Nuveen Investments

Nissan Motor Acceptance Corporation

Synchrony Financial

Deutsche Bank Securities

Morgan Stanley

Nomura

Work highlights

  • Advising Citigroup Global Markets on CLO issuances, including a $509m issuance by Oaktree Capital Management, a $402m issuance by KKR and a $290m one by Wellfleet Credit Partners.
  • Advised Värde Partners on a $462m securitization of commercial mortgages.
  • Advised Nuveen Investments, Blackrock and New York Life on a $300m securitization of solar assets.
  • Advised Roofstock on the private placement of trust interests representing the ownership of single-family rental properties.
  • Advised issuers including Deephaven Mortgage and Oaktree Capital Management on issuing securities backed by non-qualified mortgage loans.

Morgan, Lewis & Bockius LLP

The team at Morgan, Lewis & Bockius LLP is headed by Reed Auerbach, who handles a diverse range of securitization deals, ranging from the securitization of auto loans (where he has advised the finance arms of BMW and Toyota) to other non-mortgage consumer debt securitizations. Deputy practice head Jeffrey Johnson is a key name for mortgage loan securitization; his recent work has also included home equity line of credit securitizations. Other names to note include Matthew Joseph, who acts both for issuers and underwriting investment banks, and in the DC office, Asa Herald and Mark Riccardi, the latter of whom has expertise in trade receivables deals. CLO specialist Paul St. Lawrence joined in February 2019 from Cleary Gottlieb Steen & Hamilton.

Practice head(s):

Reed Auerbach

Testimonials

‘Morgan Lewis attorneys do an excellent job of not only identifying issues but coming to you with solutions to those issues.  They understand the law but also the practical aspect of business.’

‘Matt Joseph is excellent at dealing with issues as they arise and he never gets rattled when problems arise. He has a calming effect on the transaction process.’

Key clients

Verizon

Navient

Toyota

BMW

Goldman Sachs

Morgan Stanley

Credit Suisse

Redwood Trust

Jefferies

Work highlights

  • Acting for Barclays Capital as initial purchaser of a CLO refinancing transaction.
  • Advised BMW US Capital on the US issuance of CA$500m of asset-backed securities in Canada’s largest-ever auto lease deal.
  • Advised Calvert Impact Capital on the $175m securitization of microfinance and small business loans originated in, among others, Kyrgyzstan, Kazakhstan and Botswana.
  • Advised Toyota on its first revolving securitization, a $1.5bn issuance of fixed-rate notes backed by a revolving pool of auto loans.
  • Acted for Goldman Sachs as underwriter of five securitization transactions by SoFi based on its student loans.

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP's ABS practice is underpinned by core strength in the mortgage-backed securities market. Key contacts for CMBS work include William Cullen and Janet Barbiere, who has a particularly strong relationship with Citigroup. Also recommended is Leah Sanzari, who has acted for Bank of America as trust counsel in numerous issuances by Fannie Mae, Freddie Mac and Ginnie Mae. Structured finance practice head Alan Knoll handles a range of work including aviation finance securitizations, and has remained active in the credit card securitization space, where he serves as relationship partner for American Express. Howard Goldwasser heads the firm's CLO practice, having joined from Arnold & Porter in February 2019.

Practice head(s):

Alan Knoll

Other key lawyers:

Martin Howard; Robert Moyle; Janet Barbiere; William Cullen; Leah Sanzari; Howard Goldwasser; Skanthan Vivekananda

Testimonials

‘Excellent ABS team at Orrick – very professional and commercial. Very customer oriented and have the right expertise to provide valuable advice to clients.’

‘The team’s industry knowledge and ability to quickly issue spot sets them apart from other firms. In addition, they are very responsive and efficient.  We are always confident that they will provide us with relevant and timely advice even for the hardest issues at hand. The team is made up of extremely bright, innovative thinkers who can appreciate not only the legal matter at hand, but also the associated business initiatives or concerns.’

‘The department as a whole is fantastic and I know that we are in very good hands with anyone on the Team that is staffed to one of our transactions. Senior attention is always accessible. Professional advice and counsel is always on topic, thorough and delivered in a timely, completely intelligible manner.’

‘Robert Moyle is an excellent partner.’

‘Alan Knoll is an extremely capable attorney with solid judgment, deep knowledge and a client-focused attitude. He is always available and always thorough in his analysis and advice. Our board of directors trusts completely in his experience and in his judgement.’

Key clients

Bank of America

Greenworks Lending

Twain Financial Partners

PACE Loan Group

Harley Marine Services

Citigroup

C-III Commercial Mortgage

Ladder Capital Finance

Morgan Stanley

Cantor Commercial Real Estate

Invictus Capital Partners

Ditech Financial

American Express

Credit Suisse Securities

Oportun

Work highlights

  • Advised Bank of America on its position as trustee of securitizations backed by Ginnie Mae, Freddie Mac and Fannie Mae.
  • Advised American Express as transaction counsel and underwriters’ counsel on all of its registered and unregistered securitization transactions.
  • Advised Greenworks Lending as issuer on notes backed by commercial PACE assets.
  • Advised Citigroup on 21 CMBS transactions totaling $19.5bn.
  • Advised C-III Commercial Mortgage on public and private offerings of CMBS backed by conduit commercial mortgage loans.

Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP handles a huge range of work involving the securitization of consumer loans, but also has experience with more esoteric assets such as vehicle fleets and insurance revenues. The US structured finance practice is headed by Frank Nocco, who also co-chairs the firm's global practice group. Other names to note include Jason Smith and Robert Chiperfield, both of whom have experience in a wide variety of ABS and CLO transactions. Also recommended is Shawn Kodes, who was promoted to partner in 2019.

Practice head(s):

Frank Nocco

Testimonials

‘A solid team with deep expertise and strong background in a broad range of asset classes.’

‘An exceptional well of knowledge of the industry and precedents going back to the creation of the market they are able to draw on and provide unique insights and guidance. I consider the Weil team to be more of a partner than a law firm.’

‘Frank Nocco is arguably the most knowledgeable structured finance partner in the business. Exceptional and laser-focused on results.’

‘Shawn Kodes is a true protege of Frank – extremely hard working, very smart, usually has the right answer off the top of his head and when he doesn’t, is able to quickly come back with it and go above and beyond in doing so. If you didn’t know, you’d think he’s been a partner for years.  A terrific addition to their partnership.’

‘Associate Matt Nemeth is a real rising star at the firm.  He combines smarts with an incredible work ethic and is the rare associate who has a deft touch when it comes to client relationship management.’

Key clients

American International Group (AIG)

Brookfield Asset Management

Caribbean Financial Group

The Carlyle Group

Guggenheim Securities

Credit Suisse

MC Credit Partners

OnDeck

The Hertz Corporation

Apollo Global Management

SCF Realty Capital

Lendmark Financial Services

Redding Ridge Asset Management

GreensLedge Capital Markets

Omega Advisors

GSO/Blackstone

Work highlights

  • Advised CFG Partners on a $222m offering backed by personal loans originated in Panama and the Caribbean.
  • Acted for Guggenheim Securities and Morgan Stanley as bookrunners of a $1.3bn ABS offering by fast food chain Jack in the Box.
  • Advised The Hertz Corporation on issuing $792m of asset-backed notes.
  • Advised Apollo Global Management on the $445m refinancing of its ALM XVIII CLO.
  • Advised Brookfield Asset Management on the CLO issues in its purchase of a majority stake in Oaktree Capital Group.

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP has core expertise in heavyweight single-borrower single-asset deals, and has recently been involved in a number of mandates involving the real estate sector, and requiring complex risk retention treatment. A name to note in the team is Gregg Jubin, whose practice straddles both traditional securitization work and CLOs. Neil Weidner also handles a wide range of CLO matters. Among the firm's associates, clients single out Michelle Abad, who is also admitted in Panama. Stuart Goldstein and Michael Gambro jointly head the broader capital markets practice.

Practice head(s):

Michael Gambro; Stuart Goldstein

Other key lawyers:

Gregg Jubin; Ira Schacter; Michelle Abad; Neil Weidner

Testimonials

‘The team is the leading outside counsel representing mortgage lenders and servicers in entering mortgage servicing rights securitizations.  They are good at providing pragmatic advice and negotiating fair and reasonable terms with the counterparties.  Because of their broad experience in transactions, they often can draw on approaches from other deals to solve problems.’

‘Michelle Abad is developing into an excellent attorney.  She is usually very prompt in responding to questions and concerns with an eye toward customer service.’

Key clients

Natixis

JP Morgan

Credit Suisse

Royal Bank of Canada

Wells Fargo

PennyMac Mortgage Investment Trust

Freddie Mac

Citibank

Goldman Sachs

Deutsche Bank

Work highlights

  • Advised Royal Bank of Canada on the securitization of mortgages backing department stores in Canada.
  • Advised JP Morgan on the securitization of a mortgage over a water park in the Pocono mountains, and also the licence for the “Kalahari” name.
  • Acted for Mill City Holdings as sponsor of $229m of notes backed by consumer solar loans.

Cleary Gottlieb Steen & Hamilton

Based in the firm's DC office, the team at Cleary Gottlieb Steen & Hamilton is considered by some to be the 'best in class for all things agency securitization-related'. Of recent note, the practice group has been representing elite investment banks and debt investors in CLO transactions and MBS deals. Key figures in the team include Michael Mazzuchi and Mitchell Dupler, who has been involved in a number of mandates for investment banks such as BNP Paribas, Jefferies and Nomura, sitting on the other side of Fannie Mae, Freddie Mac and Ginnie Mae in their mortgage-backed transactions. Counsels Macey Levington and Beau Sterling are also recommended. Paul St. Lawrence left the team for Morgan, Lewis & Bockius LLP in February 2019.

Testimonials

‘Best in class counsel on all things agency securitization related.  Retains expertise through all levels of attorneys from partner to associate to complete transactions on short timelines and manage clients through difficult and challenging transactions. Response times are near immediate and willingness to jump in and help out on every matter put before them. Subject matter expertise is best in class.’

‘This team has a deep bench that is able to summon the resources needed to take on any complex structured trade. They see a wide variety of structures and transactions and, therefore, able to provide good market color. They veer toward the conservative side of legal issues but remain commercially reasonable.’

‘I would like to single out Michael Mazzuchi for his breadth of knowledge and expertise in the structured finance space. He is able to frame very well any issues or risks with a structure within the commercial context of the transaction. This helps his clients make the decision on how to address those issues or whether to take on those risks.’

Key clients

Bank of America

KKR

Cushman & Wakefield

Owl Rock Capital Corporation

Citigroup Global Markets

Credit Suisse

Goldman Sachs

Nomura

Natixis

Work highlights

  • Advised Merrill Lynch as initial purchaser of TruPS Financials Note Securitization 2018-2 ($348.5m) and TruPS Financials Note Securitization 2019-1 ($314.2m), both of which involving the securitization of insurance company and bank-debt securities.
  • Advised underwriters including BNP Paribas, Goldman Sachs, JPMorgan and Mizuho on several Freddie Mac, Fannie Mae and Ginnie Mae-backed transactions.
  • Acted for Amherst Pierpoint as underwriter of Ginnie Mae’s first ever to the first ever transaction to include a tranche indexed to the Secured Overnight Financing Rate, the replacement for LIBOR.
  • Advised Citigroup on the structuring and offering of numerous CLO transactions.
  • Advised Owl Rock Capital Advisors on the manager’s first CLO, a $596m structure named Owl Rock CLO I.

Clifford Chance

Clifford Chance handles a range of work, with a core focus on real estate-backed CLOs, RMBS/CMBS, as well as other debt assets. Washington DC's Robert Hagan is active in issuer-side mortgage deals, while Robert Villani's practice includes work for ultimate end-users. In particular, Villani and Lee Askenazi have handled a number of mandates for PIMCO. A key contact in the CLO space is Gareth Old, who acts primarily for CLO managers. Aside from Hagan, all named lawyers are based in the New York City office.

Practice head(s):

Robert Villani; Lee Askenazi

Other key lawyers:

Robert Hagan; Robert Villani; Gareth Old

Testimonials

‘Robert Villani and his CDO/securitization team are excellent.’

‘Business-like, knowledgeable, practical, good market color, sophisticated, user-friendly, good service orientation, nice people to deal with.’

Key clients

Bayview Asset Management

Benefit Street Partners (Providence Equity Partners)

Chimera Investment Corporation

Credit Suisse Asset Management

RREEF America

Waterfall Asset Management/ReadyCap Commercial

New York Life Investors

York CLO Managed Holdings

Apollo Global Management

PIMCO

Work highlights

  • Advised Bayview Asset Management on numerous transactions, including a $202m securitization of performing small-balance commercial mortgages.
  • Advised a PIMCO-managed fund on its purchase of a $221m portfolio of credit card recievables from Comenity Bank.
  • Acted for a PIMCO-managed fund in its role as sole investor of a securitization of $665m of student loans originated by SoFi.
  • Advised ReadyCap Commercial as issuers of a $399m commercial mortgage securitization.
  • Advised Kroll Bond Rating Agency on several securitizations, including three Freddie Mac multi-family property issuances.

Dentons

Dentons' securitization team is most active in deals involving mortgages and other real estate assets. Erik Klingenberg's recent highlights have included a number of triple net lease deals and other matters surrounding proptech-driven sectors of the financial market. Stephen Kudenholdt (who jointly leads the practice with Klingenberg) has been involved in a number of issuer-side mandates concerning performing qualified mortgages. Away from the real estate space, Christopher Oliver has experience of the securitization of trade receivables, and Maria Livanos advises on a range of work, primarily for trustees, involving the securitization of more esoteric assets, such as whole-business deals, transport assets and IP rights. Oliver straddles the Bay Bridge, dividing his time between San Francisco and Oakland; the rest of the team is based in New York City.

Practice head(s):

Erik Klingenberg; Stephen Kudenholdt

Other key lawyers:

Scott Swerdloff; Robert Olin

Key clients

Blackstone Residential Operating Partnership

Cantor Fitzgerald

Citigroup Global Markets

Credit Suisse Securities (USA)

Deutsche Bank

Figure Funding

Fortress Investment Group

Goldman Sachs

HSBC Securities (USA)

JP Morgan

Merrill Lynch

Nomura Securities International

PennyMac Mortgage Investment Trust

Wells Fargo Securities

Work highlights

  • Acted for Credit Suisse Securities as initial purchase of a $242m securitization of single-tenant triple net leases.
  • Acted for Credit Suisse as initial purchaser of Opendoor Property Trust I Series 2019-CS, a structure backed holding residential “internet-offer” properties.
  • Acted for Figure Technologies as issuer of a securitization of varied loans originated using blockchain technology.
  • Acted for the issuer, depositor, sponsor and initial purchaser of CSMC 2019-RPLI, a $279m securitization of residential mortgages.
  • Acted for JPMorgan Securities as initial purchaser of Towd Point HE Trust 2019-HE1, the first rated RMBS HELOC securitization since the financial crisis.

DLA Piper LLP (US)

The team at DLA Piper LLP (US) is led by Richard Reilly, who is rated for his expertise in CLO work, and has particularly strong relationships with Goldman Sachs and Ares Management. Other names to note are David Ridenour in Washington, who handles securitization work involving more esoteric assets and multi-currency deals, and Andrew Sroka in Boston, whose work includes securitizing marketplace and student loans, as well as fintech assets.

Practice head(s):

Richard Reilly

Other key lawyers:

Claire Hall; David Ridenour; Andrew Sroka

Testimonials

‘The team has deep subject matter expertise, is very commercial and pragmatic and always provides sound advice. The team is also extremely customer focused – meeting tight timelines and always adequately resourced.’

‘David Ridenour has been a fantastic partner to us. He is extremely responsive, clear in his communication, and balances our commercial business needs with a conservative approach to our legal docs.’

Key clients

Stack Infrastructure

Ares Management

Goldman Sachs

SG Americas Securities

Kabbage

SunTrust Robinson Humphrey

Key Bank National Association

STORE Capital Corporation

TD Securities (USA)

Jefferies

Waterfall Asset Management

GC Securities and Swiss Re

Insurance Australia Group (IAG)

Work highlights

  • Advised Stack Infrastructure on a $850m issuance of notes backed by its data centers, the second ever such transaction in the US.
  • Advised Ares Management as manager on the launch of Ares European CLO XI and Ares European CLO XII, arranged by Citigroup and Merrill Lynch respectively.
  • Acted for Goldman Sachs as arranger of numerous new CLOs, including several managed by Bain Capital Credit.
  • Advised SG Americas Securities on a $507m new issue of Area LII CLO.
  • Advised fintech lender Kabbage on a $700m securitization backed by participation interests in small business loans.

King & Spalding LLP

King & Spalding LLP is noted in particular for its expertise in whole-business securitization. Practice head Michael Urschel is a key name to note in this space; he represents a number of key investment banks including Barclays in the securitization of assets ranging from restaurant and other franchise rights to telecoms infrastructure. Terry Novetsky has been involved in deals involving the securitization of fund interests, among a variety of other assets. Also recommended are counsel Anthony Mechcatie, recently promoted partner Ryan McNaughten, and Jonathan Arkins, who joined in September 2019 from Arnold & Porter.

Practice head(s):

Michael Urschel

Key clients

Barclays Capital

RBC Capital Markets

Finch Investment Group

White Oak Asset Finance

Citigroup

InSite Wireless Group

Hunt Financial Securities

Capital One Securities

GSO Capital Partners

KKR

Work highlights

  • Advised Barclays Capital on the sale of $1.53bn of notes backed by a whole-busines securitization of the franchise assets of Dine Brands Global, which owns IHOP and Applebee’s.
  • Advised Barclays Capital as advisor, lead book-runner and representative of the other initial purchasers on a $1.45bn whole-business securitization of Yum! Brands’ Taco Bell franchise assets.
  • Advised Hunt Financial Securities and Capital One Securities on the issuance of $218m of notes backed by the securitization of  tax liens acquired by Cazenovia Creek.
  • Acted for RBC Capital Markets as sole structuring agent and bookrunner of a $36.8m securitization of solar renewable energy credits.

Kirkland & Ellis LLP

Kirkland & Ellis LLP handles a wide variety of securitization work both for issuer and underwriting investment bank. In Chicago, Jeffrey O’Connor has extensive experience of automotive work including dealer floorplan leases and auto lease receivables; he also advises on specialized equipment finance transactions. Sara Whyte and Scott Gordon in New York are active in timeshare securitizations, as well as in transactions involving more conventional debt and real estate assets. Natural resources and trade receivable securitizations are further areas of expertise. O'Connor jointly leads the practice group with Kenneth Morrison, a key contact for regulatory issues, and Janette McMahan, who works in the firm's New York office.

Practice head(s):

Jeffrey O’Connor; Kenneth Morrison; Janette McMahan

Other key lawyers:

Sara Whyte; Scott Gordon

Key clients

Barclays Capital

Carvana

Centerbridge Partners

Deere & Company/John Deere Capital Corporation

Hyundai Capital America

JP Morgan Securities

Navistar Financial Corporation

NextGear Capital

World Omni Financial Corp.

Wyndham Destinations

Work highlights

  • Advised the underwriters – including Barclays Capital and Deutsche Bank – on Ford Motor Credit Company’s program of securitizations of dealer floorplan loans.
  • Advised John Deere Capital Corporation on the offering of $2bn of securities backed by agricultural and construction equipment loans.
  • Acted for Wyndham Destinations as issuer of a $1.5bn issuance of timeshare loan-backed notes offered under Regulation S.
  • Acted for JP Morgan Securities as initial purchaser of a $800m securitization of Kubota machinery loans.

Kramer Levin Naftalis & Frankel LLP

Kramer Levin Naftalis & Frankel LLP frequently acts for investment banks, but also boasts a number of active issuer clients, with a strong focus on non-traditional asset classes and unique real estate-related deals. Timeshares have been a recent asset class of note, as have solar assets, lottery receivables and precious metals. Gilbert Liu, Laurence Pettit and Jamie Kocis, co-chair of the firm's women's initiative committee, are notable partners in the team.

Practice head(s):

Gilbert Liu; Laurence Pettit; Jamie Kocis

Testimonials

‘The structured finance team at Kramer Levin includes some of my favorite lawyers I have ever worked with over the course of my 25+ year career as an investment banker and issuer. As a business person, I appreciate their strong commercial commitment to figuring out how to make a deal work in an efficient manner rather than finding issues with no solutions.’

‘They are experts at working with unusual assets and novel structures, but they have a depth of experience with securitization generally to be able to make appropriate analogies to market accepted structures so it always feels like the deal is on a solid foundation no matter how esoteric it may be. Most structured finance attorneys work on repeat transactions backed by common assets, with docs that change very little from deal to deal. If that’s your transaction KL will do a great job for you at a reasonable price, but so will another dozen firms. However, if you have something unusual, there is no other firm I would recommend more highly.’

‘Gilbert Liu and Laurence Pettit both have amazing demeanors – always calm and focused on the issues. They are both creative and work well with the attorneys representing other parties to efficiently come up with solutions that make the deal work.’

‘Laurence Pettit and Jefferson obviously have the legal expertise, and both are incredibly responsive and very easy to work with. ‘

Key clients

Bank of America Merrill Lynch

Credit Suisse

Deutsche Bank

Jefferies

KeyBanc Capital Markets

Oxford Finance

Natixis Securities Americas

Renovate America

SunTrust Bank

ING Capital

Latham & Watkins LLP

Active in a range of esoteric securitization work, Latham & Watkins LLP's Kevin Fingeret has particular emphasis on the securitization of intellectual property and vehicle fleet assets, as well as technology and telecoms infrastructure-related deals, acting both for underwriting banks and issuers.  The firm's CLO practice is spearheaded by Dominic Yoong and Douglas Burnaford in Los Angeles, who act for a number of prestigious clients, including The Carlyle Group. Loren Finegold heads the practice, and Vicki Marmorstein in Los Angeles is another key figure for structured credit and CLO work.

Practice head(s):

Loren Finegold

Testimonials

‘The things that differentiate our Latham team are their expertise, reliability, and hard work.  I never worry about the Latham team and the aspects of the transaction that they handle for us.’

‘Kevin Fingeret has put together an excellent team that capably handles all aspects of the transaction, from preparing voluminous documents, to ably handling complicated issues in effective and efficient ways.’

Key clients

Deutsche Bank

Guggenheim Securities

Goldman Sachs

SoftBank

Ares

Onex

Carlyle

AXA

Alcentra

Black Diamond

Work highlights

  • Advised Deutsche Bank Securities on, among other work concerning the same client, two securitizations by Hertz Vehicle Financing.
  • Acted for investment banks, including Guggenheim Securities as arranger, of Stack Infrastructure’s securitization of data center assets.
  • Acted for Guggenheim Securities as arranger and initial purchaser of a securitization of 1,232 cellular sites.
  • Advised, among other investment banks, Goldman Sachs, on the issuance of notes secured by home renovation loans.

Milbank

Milbank is a standout player in the CLO space, where it advises managers on resets, new issuances and other deals, routinely appearing across the table from bulge-bracket investment banks. Practice head Jay Grushkin handles a litany of manager-side work, and has also represented European investment banks. Sean Solis is another name to note for manager-side CLO work. Los Angeles-based Deborah Festa leads the firm's West Coast structured finance group, is active on mandates for some of the world's biggest names in asset management. Looking at the firm's ABS work, Blair Tyson has experience of heavyweight telecoms securitizations. Brian Troxler is a key associate in the team.

Practice head(s):

Jay Grushkin

Paul Hastings LLP

Paul Hastings LLP has a particularly strong CLO practice, which handles a range of work for collateral managers and investment banks, as well as issuer clients. Key figures in the team include Eugene Ferrer and DC-based practice head Scott Faga, both of whom have extensive experience advising arrangers and issuers on structured credit and CLO deals. Another contact in Washington DC is Rich Davis, who has been active in matters involving the securitization of microfinance and fintech-originated debt. Nicole Skalla is also recommended in the CLO and structured credit space.

Practice head(s):

Scott Faga

Other key lawyers:

Eugene Ferrer; Nicole Skalla; Rich Davis

Key clients

Morgan Stanley

Bank of America Merrill Lynch

JP Morgan

Credit Suisse

BNP Paribas

Wells Fargo

MUFG

Neuberger Berman

ArrowMark

Pinebridge Investments

Symphony Asset Management

Natixis Securities

GreensLedge Capital Markets

TCW Asset Management Company

Citigroup

responsAbility Investments

Natixis

Tala

Work highlights

  • Advised responsAbility Investments on the securitization of $175m of microfinance loans to over 30,000 small businesses.
  • Advised MUFG as arranger of a refinancing of securities of a CLO managed by LCM Asset Management.
  • Advised PineBridge Galaxy as collateral manager of a new $454m issuance arranged by Barclays.
  • Advised arrangers including Morgan Stanley and Wells Fargo on a CLO managed by GoldenTree Loan Management, structured to be compliant with EU Risk Retention rules.
  • Advised Bank of America Merrill Lynch as arranger and issuer of a collateral bond obligation transaction valued at $302m managed by Palmer Square.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP has a market-leading practice in whole-business securitization. Jointly headed by Jordan Yarett and Bob Zochowski ('really exceptional service'), the team primarily focuses on issuer-side work, although it does also act for bulge bracket banks. Key clients include private equity house Roark Capital Group and its portfolio companies, which have included a number of well-known franchise businesses.

Practice head(s):

Jordan Yarrett

Other key lawyers:

Bob Zochowski

Testimonials

‘The partner involved really understands media revenue streams, the market, how to structure film financings and has provided exceptional customer service.’

‘Bob Zochowski has been a tremendous partner to work with.  Really exceptional service and I could’t recommend him enough. He understands media business and revenue streams well, providing exceptional work.’

Key clients

Roark Capital Group

Wingstop Restaurants

Apollo Global Management

The Wendy’s Company

SBA Communications Corporation

Capital One Financial Corporation

Barclays

McGraw-Hill Education

Deutsche Bank

CKE Restaurants Holdings

Work highlights

  • Advised Deutsche Bank on a the $505m whole-business securitization issued by Adams Outdoor Advertising LP, backed by nearly 10,000 billboards.
  • Advised Midland Loan Services as servicer of Harley Marine Finance’s inaugural $455m whole-business securitization, backed by among other assets 122 vessels.
  • Advised Diamond Resorts International on a $414m issuance backed by timeshare loans.
  • Advised  Massage Envy, a portfolio company of Roark Capital Group, on a $385m issuance backed by revenues from franchise royalties.
  • Advised Apollo Global Management on its issuance of $325m of notes secured by a lein on its fund interests.

Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP handles securitization matters across a range of asset classes. In particular, the team is known for its work in the CLO market, and is also recognized for its expertise in securitizations of less-typical assets. The practice is jointly led by Craig Stein, a well-known name among CLO managers, and Boris Ziser, who has experience of securitizations of consumer debt, litigation funding, wine, art and more. Daniel Oshinsky handles a mixture of financing work, including leveraged finance and structured credit; in the CLO space he acts for a number of leading asset managers. Phillip Azzollini is also recommended for CLO work.

Practice head(s):

Craig Stein; Boris Ziser

Other key lawyers:

Daniel Oshinsky; Phillip Azzollini

Testimonials

‘Very detail-oriented, deep thinking. More partner involvement than other firms.’

‘Phil Azzollini knows our platform inside and out, and is constantly on the lookout for potential issues. He’s a guardian angel.’

‘Craig Stein and the team are thoughtful, creative practitioners in CLO securitizations who ensure we know the most updated CLO technology.’

Key clients

GoldenTree Asset Management

Mitsubishi UFJ

Morgan Stanley

Fortress Investment Group

PGIM (formerly Prudential Asset Management)

Birch Grove Capital

Deutsche Bank

Blackstone Real Estate Income Advisers

Barclays Capital

East West Bank

Marathon Asset Management

Work highlights

  • Acted for GoldenTree Loan Manager as portfolio manager of a new arbitrage cash flow CLO.
  • Advised Marathon Asset Management on the creation of Marathon CLO XIII.
  • Advised Cerberus Capital Management on the structuring and negotiation of a CLO structure secured by mid-market commercial loans.
  • Advised Diameter Capital Partners, a hedge fund, on issuing a $280m hybrid collateralised debt obligation (CDO) made up of a mixture of loans and

Sidley Austin LLP

Sidley Austin LLP's global finance practice is led by Kevin Blauch, who has experience in CMBS and REMIC work. Willis Buck in Chicago has over three decades of experience in the structured finance space; Daniel Gerard focuses on CLO issuances and transactions involving leveraged loans; and RJ Carlson and Daniel Choi are also recommended.

White & Case LLP

Headed by the 'phenomenalDavid Thatch, the team at White & Case LLP is highly regarded by clients and peers alike. The practice group is active in whole-business deals cutting across sectors, from auto fleets to fast food franchises and fitness businesses. In the CLO space, the team has particular expertise in issuer-side work, and has also represented placement agents and elite asset management. Also of note, the team has handled a number of mandates concerning new issuances of CDOs, with many deals involving offshore structures. John Donovan, Charles Pesant and Jim Fogarty other key figures in the department.

Practice head(s):

David Thatch

Testimonials

‘Exceptional expertise, high touch service and 24/7 accessibility. Outstanding individuals both at partner and associate level. I worked with W&C both as my counsel and counsel to our clients, and they have been extremely collaborative on either side. ‘

‘David Thatch, the head of the practice, is phenomenal, very commercial and creative.’

‘Jim Fogarty and Charles Pesant are both great as well – transactions would not happen without the guidance Charles provides to his clients every step of the way.’

‘Anastasiya Lisovskaya and Nate Risinger are two associates worthy of a special mention. Anastasiya in particular has been incredible, tireless, very focused and attentive.’

Key clients

Anchorage Capital Group

Antares Holdings

Avis Budget Group

Element Fleet Management

GreensLedge Group

Guggenheim Securities

Hayfin

JP Morgan Securities

Jack in the Box

Morgan Stanley

TICP

Work highlights

  • Acted for Guggenheim Securities as initial purchaser of a whole-business securitization by SESAC.
  • Acted for Jack in the Box as issuer of a $1.3bn whole-business securitization.
  • Acted for GreensLedge Capital Markets as placement agent in connection with six CDO and CLO notes offerings.
  • Advised TPG Institutional Credit Partners on a $456m offering by TICP CLO XIII and a $412m offering by TICP CLO VI 2016-2 LLC.
  • Advised Avis Budget Group on several offerings of asset-backed notes.

Winston & Strawn LLP

Winston & Strawn LLP has a diverse practice, jointly headed by Jeffrey Stern in New York and Daniel Passage in Los Angeles. As for securitization work, the firm is known for its involvement in the more unusual asset classes, ranging from international loans through to auto and aviation assets, with a particular expertise in PACE securitization. The team also has expertise in the CLO space, where Ronald Jacobson and Patrick Hardiman in Chicago are rated for their manager-side work. Dave Galainena left the team to become general counsel of The Hertz Corporation.

Practice head(s):

Jeffrey Stern; Daniel Passage

Other key lawyers:

Ronald Jacobson; Patrick Hardiman

Key clients

Aviation Capital Group

AEGON USA Investment Management

Beach Point Capital Management

LTC Global

Madison Capital Funding

Monroe Capital

Prosper Marketplace

Renew Financial Group

Renovate America

THL Credit

Work highlights

  • Advised Aviation Capital Group on the securitization of a fleet of 24 aircraft, a mixture of Boeing 737s and Airbus A320s leased to nineteen airlines in fifteen countries.
  • Advised AEGON US Investment Management as manager on a $479m CLO.
  • Acted for Beach Point Capital Management as aggregator of C-PACE assets.
  • Acted for THL Credit as manager in connection with a $611m CLO.

Allen & Overy LLP

Allen & Overy LLP's US structured finance practice routinely work alongside offices in the firm's European network to handle trans-Atlantic transactions. John Hwang specializes in ABS and credit card deals, and has experience of registered offerings (including Reg S deals) and private placements. The CLO practice was strengthened by the arrival of Nick Robinson, who joined from Milbank in March 2019. Robinson joins Larry Berkovich, who also specializes in CLO work, and has been especially active on the arranger side. Clients also praise senior associate Derek Poon.

Other key lawyers:

Larry Berkowich; John Hwang; Nick Robinson; Derek Poon

Testimonials

‘We view the A&O team highly for their securitization expertise, which is why we have chosen to depart from our usual issuer’s counsel to go with them on securitization offerings.’

‘The team is able to think creatively and hustle for their clients – it is consistently focused on finding solutions to help make deals happen.’

‘John Hwang serves a leadership role and is thoughtful about client outreach coordinating live visits with regulatory updates from his team.’

‘Larry Berkovich is highly creative and is very good at knowing when to step into negotiations with transaction parties to come to a resolution on difficult issues. He works diligently on making sure he makes the process as smooth as possible for his clients while knowing the boundaries of where negotiations will likely end up to manage expectations.’

‘Derek Poon is knowledgeable and steps in when addressing tricky issues.’

Key clients

The Toronto-Dominion Bank

Natixis Securities Americas

Jefferies

RBC Capital Markets

Sound Point Capital Management

CIFC Asset Management

Toyota Motor Credit Corp.

JP Morgan Securities

Citibank

Goldman Sachs

Work highlights

  • Acted for Citibank as arranger of a new-issue CLO managed by an English entity.
  • Advised TD Bank on securitizing Canadian credit card debt.
  • Advised Tesco Personal Finance on issuing $350m of asset-backed floating rate notes originated from the UK.
  • Advising Sound Point CLO XIV on a refinancing of AAA-rated notes, using ARRC LIBOR fall-back language.

Arnold & Porter

Henry Morriello is a key figure in Arnold & Porter's structured finance practice. Morriello has experience of securitizations across a range of asset classes, but has been especially active in trade receivables deals and aircraft securitizations, transportation finance being another area of emphasis. Daniel Hartnett is a contact in the Chicago office; he is active in RMBS/CMBS work and CLO work, both for issuers, and financial institutions and managers. Howard Goldwasser and Skanthan Vivekananda joined Orrick, Herrington & Sutcliffe LLP in February 2019.

Practice head(s):

Henry Morriello

Other key lawyers:

Daniel Hartnett; Michael Karol

Key clients

Starwood Capital

Towne Mortgage

Redwood Trust

Tall Tree Investment Management

Sound Harbor Partners

Allianz Global Investors

Impac Mortgage Corp

C2FO

Hercules Capital

National Bank of Canada

Work highlights

  • Acted for Credit Suisse Securities as initial purchaser and bookrunner of a $258m issuance of secured railcar equipment notes.
  • Advising Impac Mortgage on securitizing non-qualified mortgages.

Greenberg Traurig LLP

The securitization practice at Greenberg Traurig LLP handles a number of issuer-side mandates, where key clients include CNH Industrial Capital America - the finance arm of the owner of Iveco and New Holland. Mark Michigan co-chairs the structured finance and derivatives practice, and divides his time between New York and Dallas. Joseph Suh specializes in the formation of private funds, and has expertise in a range of corporate securities matters, including CLOs.

Practice head(s):

Mark Michigan

Other key lawyers:

Joseph Suh

Key clients

CNH Industrial Capital America

Marriott Vacations Worldwide Corporation

DFG Investment Advisers

Work highlights

  • Advised CNH Industrial Capital America as issuer on three securitizations of equipment loans.
  • Acted for Marriott Vacations Worldwide Corporation as issuer in several Rule 144A securitizations.
  • Advised DFG Investment Advisers on the issuance of $368m refinancing notes by Vibrant CLO IV.

Norton Rose Fulbright

Norton Rose Fulbright handles a diverse range of work, including securitization of trade recievables, debt and settlement revenues, and renewables and infrastructure-related work, which frequently involves assets elsewhere in the Americas. Patrick Dolan is the primary contact; he has extensive experience in ABS and MBS, and has also handled more exotic securitizations including PACE bonds, aircraft leases and tax liens.

Work highlights

  • Advised Dividend Finance on a $240m securitization of consumer solar loans.
  • Advised JPMorgan Chase and Goldman Sachs on a $500m securitization of a Peruvian subway line.
  • Advised Bank of America Merrill Lynch on a $400m securitization of Canadian mortgages.
  • Acted for New Wave Capital as issuer of a $100m securitization of subprime credit card receivables.
  • Acted for Jefferies as underwriter of a securitization of San Diego County’s tobacco litigation settlement revenue.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP has a focus on less traditional ABS such as telecoms towers and auto fleets, though the team has also handled some recent CLO deals. Headed by senior counsel John Schueller, the practice group acts for  well-known investment banks as well as a number of issuer clients.

Practice head(s):

John Schueller

Testimonials

‘The STB team managed the process very well and the coordination between their various internal groups was exceptional. It was a fantastic outcome in a very tight timeframe’

Key clients

Barclays

BofA Merrill Lynch

Citigroup

ExteNet Systems

GSO Capital Partners

HSBC

Invitation Homes

JP Morgan Securities

Mizuho Securities

MUFG

RBC Capital Markets

TD Securities

Vantage Data Centers

Vertical Bridge Holdings

Wells Fargo Securities

Work highlights

  • Acted for the initial purchasers of $650m of rental car asset-backed notes by Avis.
  • Advised financing subsidiaries of Vantage Data Centers on two securitizations totaling $623m.
  • Acted for the initial purchasers of two Rule 144A offerings of asset-backed notes issued by a special purpose vehicle of Element Fleet Management.
  • Acted for the initial purchases of a $1.17bn offering by SBA Communications Corporation, an independent telecoms tower owner.
  • Acted for the initial purchasers of numerous issuances by Enterprise Fleet Management.

Skadden, Arps, Slate, Meagher & Flom LLP

The team at Skadden, Arps, Slate, Meagher & Flom LLP has expertise in a diverse range of securitization work, covering assets from intellectual property and telecoms towers through to Canadian mortgages. Key figures include James Stringfellow, who acts for a huge variety of market participants in structured securities and CLO offerings, and Andrew Faulkner, who has over three decades of experience in public and private ABS transactions.

Other key lawyers:

James Stringfellow; Andrew Faulkner

Work highlights

  • Advised BofA Securities on a $1.25bn issuance of credit card-backed notes.
  • Advised Credit Acceptance Corporation on a $403m Rule 144A offering of notes backed by loans to auto dealers.
  • Acted for Eaton Vance Management as collateral manager of several CLO transactions.
  • Advised Goldman Sachs as initial purchaser of a $100m offering of senior secured notes backed by DRI Capital’s pharmaceutical IP.
  • Advised RBC Capital Markets on a CA$415m offering of commercial mortgage pass-through certificates.