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Structured finance: securitization in United States

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP's team, which is spread across the firm's New York, Washington DC and Charlotte offices, is known for bespoke and novel securitization transactions. For commercial mortgage-backed securities (CMBS), the group advises a wide variety of market participants, including issuers, underwriters and investors. IT also stands out in the collateralized loan obligations (CLO) space. In 2020, during the pandemic, the group was highly involved in advising clients on the Federal Reserve's term asset-backed securities loan facility (TALF) intended to boost consumer credit lending; as well as assisting clients with securitization issues arising from the coronavirus aid relief and economic security act. Jointly leading the team are Mike Gambro in New York, who specializes in mortgage-backed securities; and Charlotte's Stuart Goldstein, who has deep experience of CMBS transactions. Washington DC's Gregg Jubin is a seasoned asset-backed finance lawyer, particularly noted for CLO issuances. New York's Neil Weidner is a key structured finance specialist with regulatory expertise. Associate Michelle Abad is building a reputation for CMBS work.

Practice head(s):

Mike Gambro; Stuart Goldstein

Other key lawyers:

Gregg Jubin; Neil Weidner; Joseph Beach; Chris Gavin; Sophie Cuthbertson

Key clients

American International Group (AIG)

JP Morgan

Freddie Mac

Goldman Sachs

Morgan Stanley

MUFG Securities

Bank of America

PennyMac

Credit Suisse

Värde Partners

Barclays

Wells Fargo

UBS

Deutsche Bank

Citibank

Natixis

Work highlights

  • Advised Goldman Sachs on a $772m CMBS offering that was the first publicly offered CMBS conduit transaction that opened the markets after a six- week freeze due to the Covid- 19 pandemic.
  • Advised Société Générale on a $678m CLO, the first CLO eligible as collateral under TALF (Term Asset-Backed Securities Loan Facility) and the largest CLO to be issued post-Covid.
  • Advised Morgan Stanley on Freddie Mac’s $579m Multifamily Sustainability Bond Issuance.

Hunton Andrews Kurth LLP

The ‘flexible and energetic‘ structured finance team at Hunton Andrews Kurth LLP works closely with other departments in the firm, including bankruptcy, M&A and energy, to advise Wall Street banks and private equity houses on a wide variety of securities transactions. The team also has specialist tax capabilities within the practice, an area where Richmond-based Cecelia Phillips Horner is the name to note. The group has a particularly good reputation in the mortgage market, with experience across performing, non-performing and reperforming portfolios. It is also known for synthetic and asset-backed credit risk securitizations, and is increasingly busy in the fintech space, carrying out transactions involving blockchain-originated consumer loans. Tom Hiner in New York, whose experience spans asset-backed securities (ABS) and esoteric asset-backed financings, leads the practice alongside Richmond-based Mike Nedzbala, who is a veteran of the mortgage space. Also in Richmond, Amy Williams is another mortgage securitization expert. New York’s Brit Mohler, promoted to partner in April 2020, has experience with esoteric products, as well as residential and commercial mortgage-backed securitizations.

Practice head(s):

Tom Hiner; Michael Nedzbala

Other key lawyers:

Amy Williams; Cecelia Phillips Horner; John Dedyo; Eric Burner; Brit Mohler

Testimonials

‘Hunton is flexible and energetic when it comes to negotiating deals. They not only make sure they put their client first but also that they provide insight as to what’s reasonable in a deal vs market. They want to make sure their clients are well protected but that they also know where is reasonable to stand ground vs not. I think that honesty and openness vs just purely doing what the client wants is unique and helpful.’

‘Amy Williams is a great market leader and advocate. Constantly trying to make sure her clients remain informed and up to speed on the market. At the same time managing to make sure that all clients get documents/deals done on the timeline that was initially agreed upon. Outstanding work 100% of the time.’

‘Hunton is a market leader in the representation of lenders and borrowers in connection with warehouse financing of residential and commercial mortgage loans, RMBS, CMBS and tax liens.’

‘Exceptionally knowledgeable across resi products. Deep understanding of legal considerations and structural options that allow us to deliver most efficient structures to clients. ’

‘Unparalleled experience thoughtful flexible in meeting evolving needs for client/transaction and timing expectations.’

‘The Structured Finance practice at the firm is incredibly knowledgeable about any and all transactions related to the residential mortgage space. No matter which lawyers are assigned to the transaction, my experience has been that the engaged lawyers work efficiently and know how to keep the deal moving smoothly to closing. There are no weak links.’

‘As with most of the law firms we deal with, this team is a very intelligent, thoughtful group of lawyers. What separates them in my opinion though is how approachable they are and how engaged they become when you reach out to them. They make sure my team and I understand the legal concepts and language being detailed in the legal documents, but they also respect all of our ideas and thoughts and comments as well.’

‘While the entire Hunton team does an outstanding job, I would like to highlight and acknowledge the work of 3 partners in particular: Brent Lewis, Cecilia Horner and Janet Sadler McCrae. These 3 always go out of their way to make sure we are getting the best and most sound legal advice. What I think I like most is the level of respect they treat us with and how our relationship feels more like a partnership than anything else.’

‘Its not transactional, its a partnership where Hunton is working with you to achieve your desired goal. Very professional, highly experienced and delivers consistently strong work product.’

‘Flexibility, adaptability and ability to meet aggressive timelines are all unique to HAK in the RMBS space.’

‘Hunton has a vast structured finance practice and we have used them consistently due to their wide range of capabilities. The lawyers that we work with, in particular Mike Nedzbala, John Dedyo and Amy Williams are very efficient and have commendable expertise in their practice areas.’

‘Mike Nedzbala is one of our go-to partners for anything having to do with whole loan trades or servicing. He’s extremely knowledgeable and very client friendly. We have used John Dedyo on esoteric ABS transactions and he was fantastic with asset classes which are less main stream and have more nuanced legal issues.’

‘They are very approachable and explain the simplest to most complex contractual or legal items succinctly and respectfully.’

Key clients

Bank of America

Wells Fargo Bank, N.A.

Government National Mortgage Association (Ginnie Mae)

Angelo Gordon & Co., L.P.

Thirdpoint LLC

Federal National Mortgage Association (Fannie Mae)

Kroll Bond Rating Agency

MFA Financial

Capital One, National Association

Annaly Capital Management

Work highlights

  • Advised MFA Financial on restructuring, following margin calls issued in the wake of the mortgage asset value collapse in early 2020.
  • Advised Pacific Gas & Electric Company on an accounts receivables financing that securitized all of its receivables.
  • Advised Government National Mortgage Association as program counsel in connection with 203 multi-class securities transactions with a combined value of $132bn.

Katten

The team at Katten is prolific adviser for issuer-side ABS matters, counting Fannie Mae and Ford Motor Credit Company among its key clients. Areas of strength for the group include residential mortgage-backed securities (RMBS) and the auto and equipment sectors. Drawing on the firm's wider strengths outside of transactional matters, the group also provides sophisticated regulatory advice to financial institutions. Co-heading the team are Washington DC-based Anna-Liza Harris, who is highly knowledgeable in securitization tax issues; and New York's Howard Schickler, whose practice increasingly involves fintech-related securitizations. Other key lawyers include Claudine Chen-Young  in Washington DC, a specialist in RMBS and John Keiserman in New York, who focuses on motor vehicle collateral-backed transactions.

Practice head(s):

Anna-Liza Harris; Howard Schickler

Other key lawyers:

Chris DiAngelo; Stephen Esko; Claudine Chen-Young; John Keiserman; David Matthews

Testimonials

‘The Katten securitization team is deep and experienced. They are creative and business-oriented. What separates them from most of their peers is their ability to develop simple solutions to complex issues.’

‘Steve Esko and Chris DiAngelo have a deep well of experience both related to representing our company and with regard to securitization in general. They are readily able to focus on the key issues and then take a step back and formulate options that achieve the desired goal (or identify other outcomes that may be superior to the intended outcome).’

Dave Matthews is a new partner who has clarity of thought, both in terms of writing and communication. His maturity as an attorney was accelerated from careful study of the more experience partners at Katten. He is responsive, clear and a proactive problem-solver.’

‘Katten attorneys are very involved in providing solutions and guidance (as a true partner in a transaction), as opposed to waiting on direction from the company. My experience has been that I am confident in the advice I receive from Katten attorneys ’

‘Customer-centric, industry knowledgeable, pragmatic approach to problem solving, reasonable, flexible, inclusive of all parties to a transaction not just their client’

‘Anna-Liza Harris is an industry leader and always approachable for relevant questions also an advocate for more women in the financial services industry.’

‘Christina Burgess is very responsive and customer centric, again approachable with documentary challenges and new concepts.

Key clients

Ford Motor Credit Company

Fannie Mae

Morgan Stanley

Westlake Financial Services

GM Financial

Bank of America

Wells Fargo Securities

Aspen Capital

DBRS, Inc.

Nomura

Marathon Asset Management, L.P.

Ambac Assurance Corporation

DriveTime Automotive Group, Inc.

Work highlights

  • Advised Ford Motor Credit Company on the first public ABS issuance using Alternative Reference Rates Committee (ARRC) Secured Overnight Financing Rate (SOFR) fallback provisions.
  • Advised Fannie Mae on the first multifamily credit risk transfer transaction (MCAS 2019-01).
  • Advised General Motors Financial Company by dollar volume and number of transactions on all its public and 144A ABS transactions.

Mayer Brown

The team at Mayer Brown is integrated into the firm's global network, enabling seamless advice on securitization transactions across the Americas, Asia and Europe. In 2020, the group played an active role in the Federal Reserve's TALF program, advising the agency on the customer agreement and assisting initial purchasers with some of the first transactions under the program. The group has a dominant position for all consumer asset classes, notably auto and credit card ABS. In addition, the team is noted for its heavy involvement in mortgage-backed securities (MBS) transactions. Jointly leading the team from Chicago, Julie Gillespie has deep experience in credit card ABS; while Stuart Litwin, chair of the American Bar Association's securitization and structured finance committee, has an established auto and equipment ABS practice, and an increasingly busy line in fintech securitizations. Also in Chicago, Jon Van Gorp is the name for RMBS transactions and Paul Forrester is an expert in structured credit. In Charlotte, Carol Hitselberger ('brilliant') has a significant trade receivables practice, while in New York, Jason Kravitt and Ryan Suda stand out for their expertise in CLOs.

Practice head(s):

Julie Gillespie; Stuart Litwin

Other key lawyers:

Jon Van Gorp; Paul Forrester; Jason Kravitt; Carol Hitselberger; Ryan Suda; Angela Ulum

Testimonials

‘Incredibly responsive and detail oriented. Move the deal along without prompting. Super team.’

‘Carol Hitselberger is brilliant, engaged and helpful.’

‘The Charlotte based securitization/corporate finance team is truly excellent. Great breadth of knowledge, strong partners, solid associates, impressive innovation. This group is really at the top of their game and are an asset to any deal team.’

‘Outstanding client service at all levels, starting at the top with Stuart Litwin. Great response time to questions posed by in-house counsel or business units. Practical advice givers.’

‘Stuart Litwin is the key leader of the ABS team. He has developed many outstanding attorneys at Mayer Brown, including Angela Ulum. These attorneys all bring first-class service to the client. ’

‘Mayer Brown arguably has the deepest bench of structured finance lawyers in the industry across all major asset classes. The firm can manage virtually any deal regardless of size and can manage multiple deals concurrently no matter how challenging the deadline. The firm also has strong partners in required supporting practices such as tax, bankruptcy and regulatory. Its top tier consumer regulatory practice, in particular, is a major asset that cannot be overstated.’

‘Deep bench of talented securitization attorneys at all levels across a wide variety of asset classes. Strong and complementary tax and regulatory practices. Very commercial and practical advisers. Willing to go the extra mile to close transactions on short notice. Willing to invest in a client relationship.’

‘Extremely responsive and able to mobilize resources to quickly address urgent requests. Reliably provide innovative solutions to complicated and often unexpected transactional issues.’

Key clients

Goldman Sachs

Bank of Montreal

Barclays Bank PLC

Wells Fargo Bank

Mizuho Bank

PNC Bank, National Association

Octane Lending, Inc

Equitrust Life Insurance Company

LendingClub

Nissan Motor Acceptance Corporation

Work highlights

  • Advised the securitization lenders of Donlen Corporation, including Barclays Bank, on the Hertz bankruptcy and have helped Barclays Bank to lend up to an additional $400m of securitization financing.
  • Advised Goldman Sachs Lending Partners, as sole structuring agent and lead left arranger and bookrunner, and Goldman Sachs Bank, as administrative agent, on a first-of-its-kind $6.8bn financing consisting of $3.8bn of senior secured high-yield bonds and $3bn of senior secured institutional term loans to MileagePlus Holdings, LLC, a direct wholly-owned subsidiary of United Airlines, Inc.
  • Advised Equitrust Life Insurance Company on a whole loan finance facility of loans originated pursuant to the CARES Act’s Paycheck Protection Program (PPP).

Morgan, Lewis & Bockius LLP

The securitization team at Morgan, Lewis & Bockius LLP is praised for its ‘remarkable depth of knowledge and foresight to anticipate where the market is trending‘. Jointly led by Reed Auerbach in New York and Jeffrey Johnson in Washington DC, the group is called upon by financial institutions to advise on the most novel transactions, recently assisting Goldman Sachs and Credit Suisse with their participation, as loan agents, in the Federal Reserve’s TALF program. Indeed, ABS and MBS are areas of strength for the practice group, though the team is becoming increasingly well known in the CLO space, where Paul St. Lawrence in Washington DC is a key contact. Also recommended are New York-based Matthew Joseph, who has experience advising issuers and underwriters on public and private ABS placements; and Washington DC’s Geordie Herald, who focuses on CMBS and RMBS transactions.

Practice head(s):

Reed Auerbach; Jeffrey Johnson

Other key lawyers:

Matthew Joseph; Steve Levitan; Geordie Herald; Paul St. Lawrence; Mark Riccardi; Cory Barry; Steven Becker

Testimonials

‘The depth of knowledge within Morgan Lewis’ securitization team is remarkable. The team has the historical knowledge to understand the issues shaping today’s transactions, and foresight to anticipate where the market is trending. In addition to the technical expertise, the team excels at delivering practical, solutions oriented advice when issues on transactions arise.’

‘Geordie Herald is an expert in the RMBS market, well versed in the active platforms and their idiosyncrasies. He brings a calm gravitas to negotiations, and has the experience needed to navigate through unexpected challenges.’

‘Deep knowledge of auto finance securitization, combined with experience in other asset classes, helps sort through structuring and disclosure issues.’

‘Reed Auerbach provides excellent client service, always brings in the right firm resources, and is a practical problem solver.’

We value Phil Russell for his encylopedic knowledge, calm demeanor in every situation and keen ability to analyze novel issues.

Key clients

Verizon

Navient

Toyota

BMW

Goldman Sachs

Morgan Stanley

Deutsche Bank

Credit Suisse

Redwood Trust, Inc.

Jefferies

Work highlights

  • Advised Bank of America on its $500m purchase from Envision Insurance of its 2019 Medicare Part D final reconciliation payment due from the Centers for Medicate an Medicaid Services, via a special-purpose Delaware trust.
  • Advised First Republic Bank, as sponsor, seller, originator and servicer on setting up a new securitization program for its very-high-quality new issuance super-prime jumbo residential mortgage loans.
  • Advising Credit Suisse and Goldman Sachs on their respective participation in the TALF program as TALF agents.

Orrick, Herrington & Sutcliffe LLP

Based in New York, the team at Orrick, Herrington & Sutcliffe LLP has a stand-out issuer- and underwriter-side CMBS and RMBS practice, and is also recognized for its record in CLO work. In addition to more traditional areas, including MBS and credit card securitizations, the team also has capabilities in esoteric asset classes, including whole-business securitizations and music royalty-related transactions; Leah Sanzari  is a key figure in this space. William Cullen  and Janet Barbiere  are names to note for CMBS work; Howard Goldwasser  takes the lead in CLOs; and Alan Knoll , who heads up the wider structured finance group, is the name for credit and charge card, consumer and auto loan securitizations.

Practice head(s):

Alan Knoll

Other key lawyers:

William Cullen; Janet Barbiere; Leah Sanzari; Howard Goldwasser; Robert Moyle

Testimonials

Leah Sanzari has done a great job of pulling together a team of professionals with expertise in a variety of asset classes. She has represented us well on Private ABS transactions and helped us establish standards for a long-term investor in an ABS transaction. She is business-oriented and does a good job of framing issues so that we can craft solutions that are a win-win for both sides.’

Leah Sanzari does a great job leading the team, Thomas Mitchell is an excellent and knowledgeable bankruptcy partner, and Jonathan Ayre provides the needed expertise in the energy, oil and gas space.’

Key clients

Bank of America

Citigroup

Sallie Mae

Invictus Capital Partners

Morgan Stanley & Co.

PACE Deals (Greenworks Lending, Twain Financial Partners and PACE Loan Group)

Barclays

Cantor Commercial Real Estate (CCRE)

Capital One

Ally Financial

American Express

Harley Marine Services (dba Centerline Logistics Corporation)

Ditech Holding Corporation; Ditech Financial LLC

Work highlights

  • Advises Bank of America as Trust counsel on its multiple GSE agency platforms (Ginnie Mae, Freddie Mac and Fannie Mae), including the securitization and resecuritization of securities backed by residential, multi-family and reverse mortgages.
  • Represents Citigroup as depositor/issuer, underwriter/initial purchaser, placement agent and mortgage loan seller in public and private offerings of CMBS backed by conduit commercial mortgage loans and private offerings/CRE CLOs backed by a single-loan or portfolio of mortgage loans and secured by one or more commercial properties.
  • Acts as issuer’s counsel for some of Sallie Mae’s loan securitizations, advising on all aspects of the transaction, including tax and UCC implications and risk retention.

Cleary Gottlieb Steen & Hamilton

Based in Washington DC, and 'well-suited to unique situations and creative solutions', Cleary Gottlieb Steen & Hamilton's structured finance team is noted in part for its deep bench of transactional and regulatory lawyers. It advises underwriters and asset managers on a wide variety of securitizations bringing to bear expertise in all major regulations affecting the structured finance market, including US and EU risk retention issues. The group has made the biggest wave in the CLO and agency mortgage segments. Key figures in the team include Michael Mazzuchi, 'a paragon of calm' who is well-versed in CLO transactions, and Mitchell Dupler, who has deep experience in RMBS and REMIC matters. Macey Levington was promoted to partner in January 2021, and focuses on financial and banking regulatory matters, with expertise in CLOs, receivables securitizations and asset-backed lending. Counsel Beau Sterling is also recommended.

Other key lawyers:

Michael Mazzuchi; Mitchell Dupler; Beau Sterling; Macey Levington

Testimonials

‘Cleary’s DC structured finance practice is unique in bringing a broad range of experience and specialties, which makes them especially well suited to unique situations and creative solutions. Although their deepest experience is in CLOs, the lawyers are less siloed and so are better able to understand client needs rather than just providing the same product because it’s the only one they know.’

‘Michael Mazzuchi is a paragon of calm, thoughtful problem-solving. He’s responsive, flexible and easy to work with even under extremely difficult circumstances.’

‘Unparalleled client service – it always feels like you are their most important client.’

‘Macey Levington and Beau Sterling are terrific; they are extremely responsive, their drafting is always excellent and their market knowledge is superb. Both also leverage Cleary’s extensive network of broker-dealer and securities attorneys as needed.’

‘This practice is unique in the depth of expertise and breadth of experience of the team. They are not only well versed in the various legal and regulatory issues, they are also quite commercial in the way they analyze the risks. This commercial perspective is partly explained by their knowledge of market practice in light of their broad representation of the various structured finance industry participants.’

‘The partners, counsel and associates on this team are consistently responsive, knowledgeable and eager to help. They are true partners with us in finding solutions that balance appropriate risk management with the need to close the deal.’

Key clients

Merrill Lynch / Bank of America

Alcoa Corporation

Bank of America

KKR

Hewlett Packard Enterprise

Owl Rock Capital Partners

Citigroup Global Markets

Credit Suisse

Goldman Sachs

Nomura

Work highlights

  • Advised Hewlett-Packard on the issuance of $2.5bn of asset backed notes.
  • Advised Citigroup, Credit Suisse, Natixis, Nomura and other arrangers on the structuring and offering of numerous CLO transactions.
  • Advised underwriters including Amherst Pierpont, Bank of Montreal, Citigroup, Goldman Sachs, JP Morgan, Mizuho, Morgan Stanley and Nomura on Freddie Mac, Fannie Mae and Ginnie Mae-backed transactions in excess of $1.5tn over the last decade; recently advised Morgan Stanley as underwriter of Freddie Mac’s first-ever structured Social Bonds transaction.

Clifford Chance

Providing clients with 'white glove service',  Clifford Chance's structured finance and capital markets team in New York has strengths in a wide variety of structured finance transactions, including RMBS, CMBS and CLOs. The group also has an active marketplace and consumer lending practice, as well as an ABS practice revolving around aircraft leases. The group is able to provide comprehensive service to clients, drawing on its solid presence across European and Asian financial centers, and a strong New York-based tax offering. Robert Villani leads the practice group and has particular expertise in CLOs. Lee Askenazi is noted for mortgage-backed securities, while James Gouwar concentrates on CLOs and REMICs. Dual-qualified in England and New York, Gareth Old is recognized here for his knowledge of regulatory and transactional issues.

Practice head(s):

Robert Villani

Other key lawyers:

Lee Askenazi; Jim Cotins; Matt Lyons; Robert Hagan; James Gouwar; Gareth Old; Alistair Dunlop; Rebecca O’Brien

Testimonials

‘Technically excellent, providing practical advice and are willing and able to field experts across the board to assist with problem solving and general day to day advice.’

‘I think that Clifford Chance provides “white glove service”. They are by far the best in class. They know what in-house counsel and business people want and CC delivers it without prompting. The major difference is that when they present a problem or issue they also present possible solutions and a suggested path forward. They are very commercial and get deals done. Their entire team consists of very personable lawyers that you enjoy working with.’

‘They handle a wide variety of financing technics for our asset class. We can use them for securitization, secured lending, and new financing structures.’

‘Strong structured finance expertise that comes into play when deal issues arise – confidence that we have the right backing. Limited management needed – conversations are quick and people get to work and do the needful – helps free us as business leaders to focus on our business. Personal relationships are strong – easy to communicate when relationships are strong – formality becomes unnecessary. Will go above and beyond scope of work to complete tasks which is always appreciated.’

‘LOVE working with Lee Askenazi and Peter Manno. Easy to work with, strong expertise in the areas important to us, always go outside scope to ensure transactions are completed and feels like we don’t need to spend a lot of time on deals or tasks where they are involved which is invaluable to us.’

‘Robert Villani leads our service team. The team does securitization work for our CLO business. Robert and his team provide excellent advice and service in this highly specialized area.’

Key clients

Bayview Asset Management

Chimera Investment Corporation

Credit Suisse Asset Management

RREEF America LLC

Waterfall Asset Management/ ReadyCap Commercial

New York Life Investors, LLC

York CLO Managed Holdings, LLC

Apollo Global Management

Symphony Asset Management, LLC

ZAIS Leveraged Loan Master Manager, LLC

Work highlights

  • Advised Bayview on a number of securitizations related to US government agency credit risk transfer transactions with respect to an aggregate of approximately $76bn of residential mortgages.
  • Advised Credit Suisse Asset Management on over $4.6bn and €830m in collateralized loan obligation transactions.
  • Advised ReadyCap Commercial and Waterfall Asset Management on over $1.3bn in securitizations over the course of this year.

Dechert LLP

Dechert LLP's securitization team is known for advising asset managers, investment banks and alternative lenders on a wide variety of securitization transactions, with a strong platform for CLOs and commercial and residential mortgage-backed securities. For ABS, the team advises issuers and underwriters on structuring traditional debt obligations and novel securities transactions, notably in relation to auto and vehicle financing. The team is co-headed from Philadelphia by Richard Jones, a seasoned real estate lawyer, and David Forti, both of whom are veterans of the MBS space. Malcolm Dorris in New York has experience in transactions involving number of asset types, including auto loans and leases, credit cards and trade receivables. John Timperio in Charlotte is the key figure for CLO work.

Practice head(s):

Richard Jones; David Forti

Other key lawyers:

Malcolm Dorris; John Timperio; Laura Swihart; Matthew Hays

Key clients

Bank of America Merrill Lynch

BlackRock

Golub Capital

Barings

Credit Suisse

Deutsche Bank

Federal Home Loan Mortgage Corporation (“Freddie Mac”)

MF1 Capital

Starwood Property Trust

Wells Fargo

Work highlights

  • Advised Cerberus SFR Holdings Partners, L.P. and its affiliates, as issuer, on the issuance of $2.49bn principal amount of notes secured by a senior whole mortgage loan secured by single-family residential properties, making it the largest single-family rental securitization ever closed.
  • Advised Freddie Mac, as mortgage loan seller, on a $850m securitization of mortgage loans secured by multi-family properties.
  • Advised Golub Capital, as collateral manager, in connection with the $729m CLO transaction.

Dentons

Based in the firm's New York office, the securitization team at Dentons is recognized for its experience in mortgage and real estate finance, where it acts for issuers and underwriters. The team has exceptional knowledge of the securitization of non-performing and re-performing mortgage loans, single-family residential properties, buy-to-rent mortgages and triple-net leases. The group is jointly led by structured finance veteran Stephen Kudenholdt and chair of the firm's capital markets practice Erik Klingenberg, whose impressive client list includes financial institutions and government agencies. Scott Swerdloff is an RMBS and ABS expert with experience in public and private resecuritizations. Robert Olin is a contact for esoteric asset types, including the securitization of litigation funding and medical receivables. Jessica Meylor was promoted to partner in March 2020.

Practice head(s):

Stephen Kudenholdt; Erik Klingenberg

Other key lawyers:

Scott Swerdloff; Robert Olin; CJ Gelinas; Jessica Meylor

Key clients

Credit Suisse Securities (USA) LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

JP Morgan

Cantor Fitzgerald & Co.

Fortress Investment Group LLC

Nomura Securities International, Inc.,

Figure Funding LLC

Blackstone Residential Operating Partnership LP

Atom Bank plc

Coventry Building Society

Deutsche Bank

Morgan Stanley

Goldman, Sachs & Co.

HSBC Securities (USA) Inc.

Wells Fargo Securities

Work highlights

  • Advised Figure Funding LLC as issuer in Figure Line of Credit Trust 2020-1, the first ever securitization backed by loans originated, serviced, financed and sold on blockchain.
  • Advised the initial purchasers in FirstKey Homes 2020-SFR2, the largest securitization issued in the single-family rental sector to date.
  • Advised on a trade receivables securitization for an international manufacturer of medical equipment to help fund increased production of ventilators critically needed during the Covid-19 global pandemic.

DLA Piper LLP (US)

Clients rate the DLA Piper LLP (US) team for its 'track-record in working with technology-driven platforms to issue precedent-setting asset class transactions'. The group is heavily involved in the ABS market, with experience in CLOs, insurance-linked securities, credit-tenant lease financing and esoteric ABS. Heading the group from the New York office is CLO specialist Richard Reilly, while Boston-based Andrew Sroka ('one of the best lawyers I have worked with' according to one client) focuses on non-traditional asset classes, with an increasingly busy fintech practice relating to small business and consumer loans. In Washington DC, 'fantastic partnerDavid Ridenour is the name for consumer credit-based securities; while David Luce (also in New York), 'stands out for his business sense, practicality and commerciality when working on novel structures'. Luce has a range of expertise in this area, including catastrophe bonds and insurance-linked securities.

Practice head(s):

Richard Reilly

Other key lawyers:

Andrew Sroka; David Ridenour; David Luce; John Murphy

Testimonials

‘This practice has a track-record in working with technology-driven platforms to issue precedent asset class transactions, think through complex asset and business model considerations, and provide a high level of partner-drive attention to individual mandates and deals. Timeliness, precision and quality of the legal work product have all been world class compared to any other major structured finance law firm I have worked with.’

‘Andrew Sroka has stood out as one of the best lawyers I have worked with in my career with structured finance. His attention to detail, thoughtful approach, ability to execute and deliver superior results on time and collaborative approach to helping us build our business has been extraordinary.’

‘David Ridenour is a fantastic partner.’

‘Key strengths are the ability to understand the commercial mindset and find solutions that work for the business while still focusing on important legal points.’

‘David Luce stands out for his business sense, practicality and commerciality when working on novel structures in the ILS space.’

Key clients

Goldman Sachs

Ares Management

Shenkman Capital Management

BlackRock

Sound Point Capital

Stack Infrastructure, Inc.

Sabey Data Centers

Kapitus

Affirm, Inc.

Galway III, LLC

TD Securities, LLC

Theorem Partners LLC

Compass Datacenters, LLC

Kabbage, Inc.

STORE Capital Corporation

GC Securities

Key Bank National Association

Work highlights

  • Advised Goldman Sachs on a number of CLO transactions, including the $408m new issuance of Reese Park CLO.
  • Advised on Ares Management’s $476m CLO issuance.
  • Advised BlackRock on the $502m issuance of Magnetite XXVI.

King & Spalding LLP

King & Spalding LLP's New York-based structured finance and securitization team advises on receivables financings, structured and leveraged credit facilities, with a particular focus on esoteric asset securitizations and non-traditional real estate ABS transactions. The group is led by Michael Urschel, a lawyer with significant experience in the energy and telecoms spaces. 'Problem solver extraordinaireRyan McNaughton, a member of the corporate, finance and investments department, has a noted expertise in restaurant securitizations as well as investor-owned mortgage securitizations. Jonathan Arkins has developed a strong practice relating to data center and IP licensing securitizations. Senior associate Kathryn Weiss is increasingly active in the leveraged finance space. In January 2021, Anthony Mechcatie left the firm to take up an of counsel position at Ellenoff Grossman & Schole LLP.

Practice head(s):

Michael Urschel

Other key lawyers:

Ryan McNaughton; Jonathan Arkins; Terry Novetsky; Matthew Sandiford; Kathryn Weiss

Testimonials

‘Deep bench with partners who stay involved in a cost efficient manner.’

‘Smart, hard working, business minded, lack of ego.’

‘Smart, well-versed in all techniques and a burning desire to do right by the client.’

‘Ryan McNaughton is a problem solver extraordinaire. Katie Weiss is really good at drafting/doing deals.’

Key clients

Barclays Capital, Inc

Cerberus Capital Management

Goldman Sachs

InSite Wireless Group, LLC

The Toronto-Dominion Bank

Nuveen/TIAA

Five Guys Holdings, Inc.

Lima One Capital

White Oak Healthcare Finance

Work highlights

  • Advised Barclays Capital Inc., as sole structuring advisor and joint book-running manager; BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as joint book-running managers; and Rabo Securities USA, Inc. and KeyBanc Capital Markets Inc., as co-managers, in relation to the sale of $900m fixed rate Series 2020-1 Class A-2 Notes backed by a whole-business securitization of the franchise assets of Sonic LLC.
  • Advised InSite Wireless Group, LLC on the issuance of $164m aggregate principal amount of securitized Series 2020-1 Secured Cellular Site Revenue Notes issued by two of its indirect wholly-owned subsidiaries InSite Issuer LLC and InSite Co-Issuer Corp.
  • Represented Cerberus Capital Management, LP, along with its asset securitization subsidiary, FirstKey Mortgage, LLC, in relation to a loan sale agreement with US Bank National Association for the acquisition of a $634m pool of more than 14,000 residential real estate and manufactured housing loans and immediately thereafter, a $585m master repurchase agreement with JPMorgan Chase Bank, National Association to finance the acquisition.

Kirkland & Ellis LLP

Kirkland & Ellis LLP stands out for its asset finance and securitization expertise, with a particularly active practice centering on public and rule 144A offerings. Lawyers advise on a wide variety of asset classes, including vehicle loans, leases and floorplan assets, trade receivables, commercial loans, healthcare and credit card receivables, for a predominantly issuer-side client-base. Jointly leading the team from Chicago are asset securitization experts Jeffrey O’Connor and of counsel Kenneth Morrison; while Janette McMahan co-leads in New York.

Practice head(s):

Jeffrey O’Connor; Janette McMahan; Kenneth Morrison

Other key lawyers:

Joel Weinberger; Rudgee Charles

Key clients

Carvana, LLC

United Airlines Holdings, Inc.

Barclays Capital

Deere & Company/John Deere Capital Corporation

Hyundai Capital America

J.P. Morgan Securities LLC

Navistar Financial Corporation

NextGear Capital, Inc

World Omni Financial Corp.

Wyndham Destinations

Work highlights

  • Advised Carvana, LLC, a subsidiary of Carvana Co. (NYSE: CVNA), a leading e-commerce platform for buying and selling used cars, on three offerings of asset- backed notes backed by auto loan receivables.
  • Advised United Airlines Holdings on a $6.8bn financing secured by the client’s loyalty program.
  • Advised Barclays Capital and Bank of America Securities on offerings of term securities backed by dealer floorplan receivables originated by Ford Motor Credit Company.

Kramer Levin Naftalis & Frankel LLP

Based in New York, the team at Kramer Levin Naftalis & Frankel LLP is praised by clients for its expertise in esoteric asset transactions, and its ability to 'think through novel situations creatively, with a focus on getting the deal done'. The practice is chaired by Gilbert Liu, whose has extensive experience in transactions involving solar assets and energy saving performance contract receivables. Jamie Kocis is noted for her expertise in warehouse securitization facilities and esoteric matters. Laurence Pettit specializes in advising issuers and financial advisers on structured finance transactions, with notable experience in residential property assessed clean energy (PACE) securitizations.

Practice head(s):

Gilbert Liu

Other key lawyers:

Laurence Pettit; Jamie Kocis; Daniel Michaelson

Testimonials

‘Kramer Levin’s ABS team can think through novel situations creatively and with a focus on getting the deal done. If you have an asset to finance or securitize where there are not a lot of precedent transactions then Kramer Levin is the best team to choose.’

‘Gil Liu, Laurence Pettit, Jamie Kocis & Dan Michaelson are all excellent!’

‘We work with the ABS team that specialized in PACE securitization. Its a niche asset class and they’ve developed a deep level of expertise. They are thorough, diligent, informed, and thoughtful, with a deep enough team to work through complex transactions efficiently.’

Key clients

Bank of America Merrill Lynch/BofA Securities

Credit Suisse

Deutsche Bank

LibreMax

KeyBanc Capital Markets

Oxford Finance LLC

Natixis Securities Americas

Renovate America

Truist Bank

ING Capital

Latham & Watkins LLP

Latham & Watkins LLP is a firm with a strong pedigree in securitization, fielding lawyers who are known for handling esoteric matters, with particular experience in the securitization of renewable energy assets, rental car fleets, data center assets and telecoms assets. Practice vice chair Loren Finegold is based in New York, and is recommended for telecom asset securitizations as well as transactions in the energy sector. Also in New York, Kevin Fingeret is strong for esoteric and operating asset securitizations; while Chicago's Ellen Marks combines securitization transactional experience with noted regulatory expertise. Global practice chair Sanjev Warna-Kula-Suriya is based in London.

Practice head(s):

Loren Finegold; Sanjev Warna-Kula-Suriya

Other key lawyers:

Kevin Fingeret; Ellen Marks; Vicki Marmorstein; Dominic Yoong; Douglas Burnaford; Kenneth Askin

Key clients

Deutsche Bank

Guggenheim Securities

Goldman Sachs

Barclays

Ares

Onex

Carlyle

AXA

Alcentra

Black Diamond

Work highlights

  • Advised Deutsche Bank Securities on the amendment and extension of Hertz HVF II 2013-A Variable Funding Note Program.
  • Advised Capital Automotive LLC and its affiliates, with Brookfield Asset Management as sponsor, on an additional note issuance under an existing net lease securitization collateralized by mortgaged properties and related leases.
  • Advised Guggenheim Securities as structuring agent and initial purchaser on the issuance by Vantage Data Centers, a leading global provider of hyperscale data center campuses, of secured data center revenue notes, Series 2020-1, Class A-2 and Series 2020-2, Class A-2.

Paul Hastings LLP

Paul Hastings LLP is among the market leaders for CLO work, advising arrangers, collateral managers, lenders, borrowers and investors on a litany of transactions each year. The group has significant experience across the spectrum of asset classes in structured credit transactions. Washington DC-based group leader Scott Faga is a CLO specialist with a strong regulatory practice. In New York, Eugene Ferrer has an impressive client list including major financial institutions, which he advises on myriad structured products and securitizations. Also recommended in New York is Nicole Skalla, who has expertise in CLO/CDO transactions, and also has handles the securitization of middle-market loans.

Practice head(s):

Scott Faga

Other key lawyers:

Eugene Ferrer; Nicole Skalla; Joseph Opich; Richard Davis; Mary Kathryn LeeMary Kathryn Lee

Testimonials

‘The CLO team is led by highly-engaged partners, who support an excellent bench of associates. Transactions are managed in a calm and organized manner, largely due to the experience and expertise of the partners and senior associates. Their consistent, pragmatic and commercial approach makes them a pleasure to deal with.’

‘Eugene Ferrer, Scott Faga and Nicole Skalla are the key partners I work with. They have a collegiate approach that ensures their combined experience is brought to the fore. Eugene, Scott and Nicole are always visible and engaged in the transactions they run.’

Key clients

Morgan Stanley

Bank of America Merrill Lynch

JPMorgan

Credit Suisse

Barclays

BNP Paribas

Wells Fargo

MUFG

Neuberger Berman

ArrowMark

Symphony Asset Management

Natixis Securities

GreensLedge Capital Markets

TCW Asset Management Company

Citigroup Inc.

Alcentra

AGL Credit Management LP

Tala

Work highlights

  • Acted for JPMorgan Securities as arranger in the largest CLO transaction of the year: the issuance of a new $2.416bn CLO managed by Apollo Credit Management.
  • Advised Morgan Stanley as arranger on a $1bn reset transaction for a CLO managed by CBAM Partners LLC.
  • Represented Citigroup Global Markets as arranger in the issuance of a new $702m CLO managed by Palmer Square Capital Management LLC, the largest static CLO done yet by this investment manager.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP's New York-centred team is best known for its expertise in whole-business securitizations, as well as its experience in IP securitizations and structured transactions for entertainment industry clients. The department is led by Jordan Yarrett, who is widely recognized as a market leader in whole-business securitization, most notably in the fast food restaurant sector. Robert Zochowski Jr. is an expert in securitizations involving esoteric assets such as film and media assets, patent royalties, leases and hydrocarbon reserves. Claudine Meredith-Goujon, a partner in the IP department, has experience in structured transactions with heavy IP aspects. In August 2020, the firm welcomed the arrival of Charles Pesant from White & Case LLP. Pesant has experience advising debtors and creditors on restructuring matters involving securitizations.

Practice head(s):

Jordan Yarrett

Other key lawyers:

Robert Zochowski; Charles Pesant; Claudine Meredith-Goujon; Lawrence Wee

Testimonials

‘An intense depth of knowledge based on long experience means I can rely on Paul, Weiss for timely and thoughtful analysis no matter what comes up. There is never an occasion when this team in challenged or stumped.’

‘Jordan Yarett and his team know more about niche transactions than almost anyone in the world. When you add pragmatism, clear eyed analysis and advice that is always timely it.’

‘Whole business securitization experience has proven valuable to make sure we have best in class terms and service.’

Work highlights

  • Advised SBA Communications, one of the largest wireless cell tower operators in the Western hemisphere, on the issuance of $1.35bn securitization secured by mortgage liens on cell towers.
  • Advised Arby’s Restaurant Group on its third whole-business securitization valued at $975m.
  • Advised Dick Clark Productions (DCP) on the issuance of $530m of notes by a newly formed subsidiary of DCP. The notes were backed by intellectual property rights, broadcast agreements and sponsorship agreements relating to the company’s most recognizable annual live event television programs.

Schulte Roth & Zabel LLP

Working out of New York, Schulte Roth & Zabel LLP's 'super professional' team is known most for its CLO practice, acting as manager- and issuer-side counsel. The group is experienced in loan and portfolio total return swaps, master repurchase agreements and single-class offerings by vehicles that invest in loan portfolios. The group also handles more esoteric securitizations including structured settlements and insurance-linked securities. The finance and derivatives department is jointly led by Craig Stein ('bringing market insight and a level of professionalism to each deal') and Boris Ziser, whose practice spans ABS, warehouse facilities and commercial paper conduits. Daniel Oshinsky has a strong fund-side client base with particular expertise in liquidity facilities and structured credits. Phillip Azzollini is a CLO expert, whose 'work ethic, attention to detail and consciousness of client needs are unmatched'.

Practice head(s):

Craig Stein; Boris Ziser

Other key lawyers:

Phillip Azzollini; Daniel Oshinsky; Stephen Schauder; Thomas Weinberger

Testimonials

‘Excellent CLO team! They know the law but more importantly, they know the market.’

‘Craig Stein is very engaged with all aspects of CLOs and is happy to advise on even the smallest of requests.’

‘Craig Stein brings market insight and a level of professionalism to each deal. He is responsive and gives trusted advice when called upon.’

‘Super professional, very fast, detail oriented, and reasonable from a business perspective.’

‘Stephen Schauder has been an outstanding representative for us.’

‘Creative, thoughtful practice that consistently keeps us aware of market and document changes.’

‘Craig Stein has proven to be thoughtful and helpful working with us on our securitization platform for almost a decade. He’s our “go-to” guy.’

‘Leading CLO (issuer counsel) firm that is both creative and experienced. Helpful is structuring new products and funds for the market.’

‘Craig Stein is highly experienced, market aware, and creative in how he thinks about the documents in securitization. We’ve used him on all our CLOs to date.’

‘Focused on practical issues, avoid over lawyering and focuses on core issues.’

‘They are really good at presenting practical solutions and interpretations. They are also consistently efficient, never running up a bill with unnecessary academic analysis. They also easily move between speaking with lawyers and business teams.’

‘Craig Stein gives us a practical view on every issue. He sees the market and helps us understand what others do on various issues. He also balances his legal view and what we need to accomplish as a business.’

‘SRZ is one of the top firms for CLO manager representation, and we use them as deal counsel as well. There are a few other firms that are just as capable, but the team at SRZ with whom we work has a better client service and attention to detail.’

‘Phil Azzollini at SRZ is our go-to for CLO management work. Phil’s work ethic, attention to detail and consciousness of our firm’s needs are unmatched.’

Key clients

Birch Grove Capital

Cerberus Capital Management

Deutsche Bank

Diameter Capital Partners

Fortress Investment Group

GoldenTree Asset Management

Work highlights

  • Advised GoldenTree Loan Management, the portfolio manager, on the creation of GoldenTree Loan Management US CLO 8, Ltd., an arbitrage cash flow CLO, and advised on the preparation of transaction documents, offering document and closing documents.
  • Advised AIMCO, the portfolio manager and a subsidiary of Allstate Insurance Company, on the creation of AIMCO CLO 11, an arbitrage cash flow CLO, and advised on the preparation of transaction documents, offering document and closing documents.
  • Advised Diameter (a New York-based investment management firm that focuses on credit investing) on its first CDO transaction and its second CDO in 2020.

Sidley Austin LLP

Based in New York, the team at Sidley Austin LLP is led by Kevin Blauch and has experience of CLO, CMBS and REMIC securitizations. Steven Kolyer is also recommended

Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP's New York-based securitization team is known for its track record in whole-business securitizations and transactions involving esoteric assets, such as music royalties. The group is also highly active in the CLO space, with a number of major fund-side clients. Practice head Frank Nocco leads on much of the esoteric work, with recent highlights including the securitization of diamond inventories and in an asset-backed medium term note offering effected by a bankrupt company. Shawn Kodes' broad-based practice covers auto loans and leases, as well as US and foreign trade receivables. Jason Smith has experience in structuring rental care fleet financings, and vehicle and equipment lease securitizations.

Practice head(s):

Frank Nocco

Other key lawyers:

Shawn Kodes; Jason Smith

Key clients

American Securities LLC

Apollo Credit Management

BlackRock Investment Management (UK) Limited

Blackstone

BlueBay Asset Management

Brigade Capital Management

Brookfield Asset Management Inc.

Caribbean Financial Group

The Carlyle Group

CELF Advisors LLP

Credit Suisse Securities (USA) LLC

Delaware Life Insurance Company

Fair Oaks Capital Ltd

Goldman Sachs

GreensLedge Capital Markets LLC

Guggenheim Partners / Guggenheim Securities

Hertz Global Holdings, Inc.

Lendmark Financial Services, LLC

Libremax

Oaktree Capital Management (Europe) LLP

OnDeck

Providence Equity Partners

SkillSoft Corporation

Tempo Music Investments, LLC

Thomas H. Lee Partners

Work highlights

  • Advised Guggenheim Securities, LLC, as placement agent and initial purchaser, on a $100m ABS bond offering by PG Receivables Finance LP, a special purpose vehicle sponsored by the Pluczenik Group.
  • Advised Guggenheim Securities, LLC, as structuring advisor and placement agent, with respect to $200m of investment-grade asset-backed notes issued by a wholly-owned special purpose subsidiary of Diversified Gas & Oil plc, collateralized by operated working interests in DGO’s upstream proved developed producing oil and gas portfolio.
  • Advised Credit Suisse as administrative agent and a lender, on a $250m accounts receivable securitization facility for Sinclair Broadcast Group-controlled Diamond Sports Group related to sports broadcast rights.

White & Case LLP

White & Case LLP's New York-situated securitization group is part of the wider capital markets department and brings together expertise from across the firm. The group is best known for esoteric securitizations, with recent experience in music royalty-backed transactions and whole-business securitizations for publicly owned issuer clients. The team also has significant experience in CLOs, advising underwriters and collateral managers. Chairing the team is David Thatch, who has made a name for himself in non-traditional securitizations. Jim Fogarty focuses on CLO issuances and rental car securitizations; while Elizabeth Devine is building a reputation in whole-business securitizations. Charles Pesant left the firm in August 2020, joining Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Practice head(s):

David Thatch

Other key lawyers:

Jim Fogarty; Elizabeth Devine

Testimonials

‘This practice is unique in that they have a greater ability to be creative, problem solve, and critically analyze, in addition to execute.’

Lots of firms have capabilities in developed markets to execute and provide market advice. This firm can create products and markets where they previously didn’t exist before.’

‘David Thatch does not accept precedent as the only way to do things. Creative problem solver. Has created many innovative and firm time solutions. I go to him when I need to think about how to solve a problem, not just when I need to execute. Interested in the business (and the math behind the business) in a way that many lawyers are afraid of getting into. Helps make his advice all the more useful.’

Jim Fogarty tireless worker, sound advice, trustworthy, market knowledge/expertise.’

Key clients

Antares Capital

Avis Budget Group

GreensLedge Group

Guggenheim Securities, LLC

J.P. Morgan Securities LLC

Jersey Mike’s

Talen Energy Marketing, LLC

Sixth Street Partners, LLC

Jack in the Box

The Hertz Corporation

Donlen Corporation

Work highlights

  • Advised JP Morgan Securities, as placement agent, on a number of CLO note offerings, including Magnetite XXIII’s $522.5m notes.
  • Advised Guggenheim Securities and Citigroup Global Markets on the issuance of $550m fixed-rate senior secured notes for Planet Fitness.
  • Advised Avis Budget Rental Car Funding on its issuance and sale of $576m rental car asset backed notes.

Winston & Strawn LLP

Winston & Strawn LLP's securitization practice has developed a focus on esoteric assets and the team has a strong reputation for non-commoditized asset classes, including marketplace lending and fintech-related assets, as well as those in the energy sector. The structured finance group is jointly led by New York's Jeffrey Stern and Daniel Passage in Los Angeles. Also recommended in New York is Peter Morgan, who has expertise in warehouse financings, and also handles a variety of the group's more exotic work. Francisco Flores in Los Angeles has a strong auto lease- and commercial mortgage-focused practice.

Practice head(s):

Jeffrey Stern; Daniel Passage

Other key lawyers:

Francisco Flores; Patrick Hardiman; Ronald Jacobson; Warren Loui; Peter Morgan; Michael Mullins

Key clients

Affirm, Inc.

Aviation Capital Group

Beach Point Capital Management

Conventry First

Fundbox, Inc.

First Eagle (THL Credit)

ING Group

Intuit Financing, Inc.

Monroe Capital

Stilt Inc.

Work highlights

  • Advised First Eagle, as manager, on a breakthrough five year BSL CLO 2020-1, a $413m CLO
  • Advised Intuit Financing Inc., a subsidiary of Intuit Inc., as seller and servicer of small business loans, in connection with its registration as a non-bank Small Business Association (SBA)-approved lender for the Paycheck Protection Program (PPP) through its QuickBooks Capital platform, which is now used to expedite the PPP application and funding process for small businesses.
  • Advised Trinity Capital Investment and certain of its affiliates on a $300m revolving warehouse facility backed by a pool of venture capital loans and leases with Credit Suisse AG, New York Branch, as administrative agent and structuring agent, Credit Suisse AG, Cayman Islands Branch, as lender, and GIFS Capital Company LLC and Alpine Securitization Ltd, as conduit lenders.

Allen & Overy LLP

The 'top-notch' New York-based securities team at Allen & Overy LLP is deeply involved in the CLO market, advising arrangers, collateral managers and anchor investors on syndicated and middle-market CLOs. The group often acts as outside counsel to investment banks, creating bespoke structures and advising on warehousing platforms. ABS are an area of significant focus, and the team has experience across a wide variety of asset-classes, including auto loans and leases and credit card receivables. Jointly leading the team are Larry BerkovichNick Robinson (both of whom have active CLO practices), and John Hwang, who has expertise covering credit cards, auto loans and aircraft securitizations. Counsel Tracy Feng is another name to note for CLO transactions.

Practice head(s):

Larry Berkovich; John Hwang; Nick Robinson

Other key lawyers:

Tracy Feng; Christopher Jackson

Testimonials

‘They are expert in a wide away of structured products, assisting with derivatives, repo and financing arrangements’

‘David Lucking has been great. Expert in derivatives and great at pulling teams together with various expertise to advise on complex issues.’

‘Depth of market knowledge and practice band-with; very responsive; very pragmatic and solutions-oriented in negotiations’

‘Lawrence Berkowitz and Nicholas Robinson are incredible. Their respective depth of market knowledge, pragmatism, responsiveness and client service are best in class.’

‘The CLO team is top notch – they are responsive, pay attention to client needs and are innovative. They also have a very deep bench. All in all they provide top notch service.’

‘Larry Berkovich and Chris Jackson are two of the most dedicated and responsive attorneys I’ve ever worked with.’

Key clients

The Toronto-Dominion Bank

BNP Paribas

Natixis Securities Americas

Jefferies LLC

RBC Capital Markets

Sound Point Capital Management

CIFC Asset Management

Toyota Motor Credit Corp.

J.P. Morgan Securities LLC

Citibank N.A.

Goldman Sachs

Bank of America

Carvana

Work highlights

  • Advised Natixis as Arranger of a CLO managed by Owl Rock. This was the first middle market CLO in wake of the Covid-19 pandemic, initiated shortly after the US lockdown.
  • Advise various underwriters and issuers on SEC publicly-registered and privately placed securitizations of credit card receivables originated by various US and foreign originators.
  • Advised Bank of America on two partial CLO refinancings and currently advising it on a third partial refinancing.

Arnold & Porter

Arnold & Porter's structured finance team works closely with lawyers in the firm's London and Frankfurt offices to provide comprehensive advice on a wide variety of securitizations with US and European regulatory components. The group has capabilities in ABS, RMBS, CMBS and CLOs, with an active practice in the areas of aviation finance and covered bonds. Jointly leading the department are New York-based Henry Morriello and Chicago's Daniel Hartnett. Also recommended in New York are Lawton Camp who has a busy client roster of underwriters, originators and issuers, and William Fellerhoff, who acts primarily for financial institutions.

Practice head(s):

Henry Morriello; Daniel Hartnett

Other key lawyers:

Lawton Camp; William Fellerhoff; Karsten Giesecke; Michael Karol

Key clients

Credit Suisse

Ad Hoc First Lien Lenders of Hertz Corporation

Redwood Trust

Canada Pension Plan Investment Board

Starwood Capital Group

DZ Bank

Rabobank

Impac Mortgage

Ad Hoc Lenders to Hanjin International Ltd.

Work highlights

  • Advised Credit Suisse as liquidity provider in connection with asset-backed commercial paper conduit program, including amendments to Liquidity Agreement and Master Repurchase Agreement documents to accommodate CARES Act provisions.
  • Advised the first line lenders holding $1.1bn of debt, and the lenders holding $1.65bn of DIP loans in the Hertz bankruptcy.
  • Advised Credit Suisse as the liquidity provider in connection with asset-backed commercial paper conduit program.

Eversheds Sutherland

Eversheds Sutherland has an impressive roster of real estate clients, which turn to the firm for advice on a full range of legal matters, including capital markets transactions and securitizations. In addition to real estate mortgages, the group also has experience in structured financings and securitizations of corporate bonds and various types of loan receivables. Other areas of expertise is the securitization of synthetic life insurance products and aircraft finance. Co-leading the team are New York's John Benson and Washington DC-based Lisa Rosen, both of whom have significant experience in CMBS. A contact in the Atlanta office is Eric Fenichel, who has experience of a variety of ABS and structured credit matters, including CLOs. Thomas Dugan was promoted to counsel in 2020, and is increasingly active in relation to CMBS.

Practice head(s):

John Benson; Lisa Rosen

Other key lawyers:

Eric Fenichel; Brennan Posner; Thomas Dugan

Milbank

Milbank is best known in this area for the strength of its CLO practice, where it is especially active in manager-side representations. The group is led by Jay Grushkin in New York and includes Los Angeles-based Deborah Festa, whose securitization practice covers warehouse financing arrangements and follow-on refinancing and reset transactions.

Norton Rose Fulbright

Norton Rose Fulbright's securitization group acts for all key market participants, including issuers, warehouse lenders, underwriters, servicers and investors, in relation to securitizations and warehouse financings. The group focuses on a variety of asset classes, with notable expertise in renewable energy, residential mortgage loans, aircraft leases and more exotic asset classes such as pharmaceutical royalties. The team is jointly led by Patrick Dolan and Andrew Coronios in New York, and San Francisco-based Eric Tashman. Also recommended in New York is George Baptista, who specializes in financing matters involving Latin America. Although based in Toronto, Elana Hahn works closely with the US group on securitization matters for Canadian banking clients.

Practice head(s):

Patrick Dolan Andrew Coronios; Eric Tashman

Other key lawyers:

George Baptista; David Shearer; Elana Hahn; Geren Brown; Deborah Stern

Testimonials

‘Deep expertise. Many years of complex and unique transactions in the aircraft space.’

‘The lead partner is always available and responsive. He also is quite proactive with respect to developments in the industry and regulatory landscape.’

‘Patrick Dolan is highly engaged and responsive. He’s easy to work with and understands our needs.’

‘Norton Rose has an incredible global footprint which gives the firm the ability to advise on deals across a broad range of jurisdictions, in many cases, where experienced structured finance lawyers are hard to come by.’

‘Elana Hahn brings world-class structured finance expertise to the Canadian market. As a New York and London based investor, we rely heavily on her ability to advise us on the Canadian market relative to our experience in the US and Europe. She is our first call on all things Canadian.’

Patrick Dolan has strong expertise in esoteric asset classes and consistently provides impressive client service.’

Key clients

Dividend Finance

JP MorganChase

Bank of America Merrill Lynch

New Wave Capital

Varadero Capital

Caribbean Government

Jefferies

DBRS

Nabors

Goldman Sachs

Work highlights

  • Advised Dividend Finance and the issuer in relation to $240m rated securitization of consumer solar loans which closed in July 2019.
  • Advised JPMorganChase and Goldman Sachs as the underwriters of the $500m securitization of Peruvian subway line receipts which closed in June 2019.
  • Advised Bank of America Merrill Lynch as the lead underwriter on $400m securitization of Canadian residential mortgage loans in a rated transaction which closed in September 2019.

Reed Smith LLP

Reed Smith LLP advises the full range of market participants on a wide variety of asset classes and transaction types, and further benefits from the ability to draw on an international office network for cross-border matters.  Headed up by Jodi Schwimmer, the team has vast experience advising on a variety of structures, including CMBS, CLOs and REMICs. In February 2020, the group was joined by Evan Kelson from Chapman & Cutler LLP, who is recommended for the financing of credit card, telecoms and consumer loan receivables. Associate Samantha Chertoff is increasingly active in relation to public and private mortgage-backed securitizations. All named attorneys are based in New York.

Practice head(s):

Jodi Schwimmer

Other key lawyers:

Evan Kelson; Samantha Chertoff; Daniel Teplin

Testimonials

‘Great communication skills; great response time; provides definitive answers to possible issues that arise ; market expertise.’

‘Responsiveness; great people skills.’

‘We use Reed Smith as loan seller counsel for commercial real estate mortgage loans contributed to conduit executions. Jodi Schwimmer’s CMBS experience provides us, as the client, with a vast amount of knowledge on all issues regarding commercial real estate properties, loans, securities law and CMBS structures. Her team is always available to help us with any issues that arise, no matter when the issue arises. The team is very organized and we feel that they are always meet deadlines well in advance.’

‘We have very strong relationships with the team at Reed Smith. Even though they are technically our counsel, they feel more like our partners. They genuinely care about our success. Their attention to detail is obvious and as mentioned above, they are organized and always meeting deadlines, while over delivering.’

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP's securitization group has an active ABS practice and also has experience in the securitization of esoteric assets requiring complex an innovative structuring. Recent highlights in this space have included data center revenue and airline ticket receivables securitizations. The securitization group is headed by John Schueller in New York, who acts for a number of underwriters and issuers, and also has experience of CLOs.

Practice head(s):

John Schueller

Key clients

Barclays

BofA Merrill Lynch

Citigroup

Clearlake Capital Group, L.P.

ExteNet Systems

GSO Capital Partners

HSBC

Invitation Homes

J.P. Morgan Securities

Mizuho Securities

MUFG

Portman Ridge Finance Corporation

RBC Capital Markets

Sierra Crest Investment Management LLC

TD Securities

Vantage Data Centers

Vertical Bridge Holdings

Wells Fargo Securities

Work highlights

  • Advised Vantage Data Centers Ussuer and Vantage Data Centers Canada as co-issuers in connection with the offering of $1.3bn secured data centers revenue term notes.
  • Advised the initial purchasers of various rental car asset-backed notes issued by Avis.
  • Advised Clearlake Capital Group on its acquisition of a majority stake in WhiteStar Asset Management, including its management interest in a number of CLOs.

Skadden, Arps, Slate, Meagher & Flom LLP

Based in New York, the team at Skadden, Arps, Slate, Meagher & Flom LLP is led by structured securities and CLO expert James Stringfellow and Andrew Faulkner, who focuses on ABS transactions.