The Legal 500 > United States > United States > Structured finance: securitization

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

With a client roster including virtually every bulge bracket bank, Cadwalader, Wickersham & Taft LLP is a fixture in the CMBS space and also has a strong CLO practice, with particular expertise in CRE CLOs. In the ABS space, department co-head Michael Gambro acted for JP Morgan, as issuer's counsel, in the securitization of an approximately $1.6bn mortgage loan secured by Caesar's Palace in Las Vegas; Gambro also advised Royal Bank of Canada on the first Canadian CMBS transaction to comply with US risk retention rules. Another key contact for mortgage-related ABS is Chris Gavin, who acted for Credit Suisse Securities in relation to the securitization of 548 fix-and-flip loans, which is among the largest-ever securitizations for that asset class. More esoteric highlights included Ira Schacter advising Guggenheim Securities, as bookrunner and initial purchaser, on the $455m whole-business securitization by Harley Marine Services. Charlotte-based Stuart Goldstein has expertise in CMBS and CRE CLOs and recently advised a client on a major CMBS deal backed by retail assets in the US and Puerto Rico. Also recommended is Neil Weidner, who assisted Citi, as arranger, with a credit securitization deal involving a note issuance that was collateralized by broadly syndicated notes and high-yield bonds. Gregg Jubin in Washington DC is another name to note.

The team at Dechert LLP has 'a clear understanding of market practices' and provides 'creative structuring advice' particularly on CMBS transactions and CRE CLOs. Key figures in the team include practice head Richard Jones and Laura Swihart, who are singled out for their 'hands-on approach' and 'practical guidance'. Swihart and Devin Swaney act for Freddie Mac in MBS offerings, which totaled approximately $50bn in 2018, and Jones, who splits his time between Philadelphia and New York, advised a real estate finance company on one of the largest CRE CLOs to be issued since the 2008 financial crisis. Also in the CLO space, Charlotte-based John Timperio advised Mariner Investment Group on multiple new-issue CLOs, and also acted for Golub Capital in a series of middle-market CLO transactions. Another name to note in the Charlotte office is Christopher Duerden, who has gained recognition among his peers for his work in middle-market and broadly syndicated CLOs. Sean Solis left for Milbank, but Matthew Hays joined the Chicago office from Kirkland & Ellis LLP.

According to one client, Hunton Andrews Kurth LLP's structured finance group is 'the definition of excellence'. With 'a deep bench of of professionals, who deliver exceptional client service', the team is considered by some to be 'the top firm for the regulation, warehouse financing and securitization of residential mortgages and mortgage-related assets'. Acting on the dealer side, the team acts for the underwriters on all of the Freddie Mac Seasoned Loan Structured Transactions and Seasoned Credit Risk Transfer Offerings; the firm has also been involved in all of the Freddie Mac Structured Agency Credit Risk (STARC) transactions since the commencement of the program in 2013. Recently, Brent Lewis and Janet McCrae acted for the underwriters in the first series of credit-linked notes issued under the STARC program. Also of note, Tom Hiner and Richmond-based Rudene Haynes advised Angel Oak Capital Advisors on the $90m inaugural MBS offering backed by fix-and-flip loans; the duo also advised on Angel Oak's $402m non-qualified mortgage REMIC securitization. In the more esoteric space, Dallas-based David Barbour acted for Virage Capital Management in the first-of-its-kind securitization of litigation finance loans made to plaintiffs' law firms. Also recommended are Eric Burner, Steven Becker and Mike Nedzbala, the last of whom is based in Richmond.

Katten is 'one of the few firms with the depth of experience necessary to handle complex issuer-side CRE CLOs'. Leveraging 'an impressively deep bench', the firm is able to 'provide excellent legal service across a variety of related practice areas', and is driven by 'a keen understanding of its clients' business needs'. Jointly headed by Howard Schickler and Washington DC-based Anna-Liza Harris, the team is among the market's most active issuer-side counsel, and is especially well known in the RMBS, auto and equipment sectors. Harris, alongside Chris DiAngelo and Washington DC-based Seth Messner, are acting for Aspen Capital and its affiliated public REIT in the securitization of re-performing and non-performing mortgage loans. Also in the mortgage loan space, the team advised Marathon Asset Management, as collateral manager, on its first CRE CLO since the 2008 financial crisis. Other key contacts include Joseph Topolski, who advised Westlake Financial Services on multiple issuances of sub-prime auto loan ABS, and Stanford Renas, who acts for clients such as Deutsche Bank Securities in CLO transactions. Joshua Yablonski in the Charlotte office, and Claudine Chen-Young in Washington DC are also recommended. GM Financial, Ford Motor Credit Company and Fannie Mae are among the team's key clients.

Working across the spectrum of traditional and esoteric asset classes, Mayer Brown's 'client-focused' structured finance group is the market's most active issuer-side counsel for public and 144A securitizations. Moreover, with the addition of Ryan Suda from Freshfields Bruckhaus Deringer LLP, the firm added Citigroup Global Markets to its roster of CLO arranger clients. The structured finance department is jointly headed by Stuart Litwin and Jon Van Gorp in the Chicago office. Litwin advised the largest issuer in the container ABS space, Triton International, on a $450m container securitization, and Van Gorp acted for various issuers in multi-currency note offerings collateralized by mortgage loans, which are secured by properties based abroad. The Chicago group is also strong on the underwriter side, where a team led by Julie Gillespie has become especially well known for acting for Canadian financial institutions in transactions involving Canadian credit card receivables. Further, the team recently started acting for Barclays Capital in relation to all auto lease securitizations for a major US auto producer. Key contacts in the New York office include Barbara Goodstein, who acted for SunTrust Bank in a first-of-its-kind securitized warehouse financing facility, and Paul Jorissen, who has been involved in mortgage loan securitizations, and transactions involving esoteric telecoms assets. Also recommended are Angela Ulum and Jim Antonopoulos, the latter of whom joined the firm from Kirkland & Ellis LLP.

For some, Morgan, Lewis & Bockius LLP is 'the number-one choice for novel transactions'. In addition to handling a consistent flow of sub-prime auto securitizations and RMBS, the team has been especially active in marketplace loan securitization, and has aimed to develop its dealer-side CLO practice with the hire of Washington DC-based Paul St Lawrence from Cleary Gottlieb Steen & Hamilton. The structured transactions department is led by Reed Auerbach, who, alongside Washington DC-based Charles Sweet, assisted Verizon Communications with the shelf registration of its device payment plan agreement ABS; the duo subsequently advised Verizon on the first registered public offering of device payment plan agreement ABS. Also recommended is Matthew Joseph, who is acting for Jefferies and certain of its affiliates in a series of transactions to transfer beneficial interest of unsecured consumer loans to third-party investors; the transactions make use of securitization vehicles structured as Delaware trusts, which sell pass-through certificates representing interest in the loans held by the trust. 'Seasoned partners in the structured finance space' Steve Levitan and Washington DC-based Jeffrey Johnson advised FirstKey Mortgage, as sponsor, on its first seasoned private education student loan transaction. Other contacts include Mark Riccardi, who acted for Solar Mosaic in its $253m securitization of solar panel loans, and Asa Herald, who is based in Washington DC and has expertise in RMBS.

Orrick, Herrington & Sutcliffe LLP earns a tier one spot this year owing to its impressive track record of issuer and underwriter work, its considerable strength in MBS and its experience in a huge range of traditional and esoteric asset classes. In a standout matter, Leah Sanzari advised Harley Marine Services on its $455m whole-business securitization, which was collateralized by vessels and barges, customer contracts and other assets. Sanzari has also acted for Bank of America in over $20bn of Ginnie Mae, Fannie Mae and Freddie Mac RMBS transactions in 2018. Key figures in the CMBS team include William Cullen and Janet Barbiere, who act for loan sellers including C-III Commercial Mortgage and Ladder Capital Finance, and purchasers and issuers such as UBS Securities, Citigroup and Morgan Stanley & Co. Department head Alan Knoll and Robert Moyle handled high-value auto loan, auto lease and credit card ABS, and Al Sawyers has been active in student loan securitization. In the Los Angeles office, of counsel Gaelyn Sharp assisted Galaxy Digital Ventures with a loan purchase facility and equity investment into BlockFi, a cryptocurrency-to-USD lending platform. Also in Los Angeles, Martin Howard advised Credit Suisse on over $1bn of re-securitization transactions in 2018. The team also has experience in aviation lease and PACE securitization. The practice group was further bolstered by the arrivals of Skanthan Vivekananda and Howard Goldwasser from Arnold & Porter in Los Angeles and New York, respectively.

Cleary Gottlieb Steen & Hamilton's Washington DC-based team is recognized for its 'sharp attention to detail' and its 'quick turnaround', which have contributed to it winning 'an extensive pipeline of transactions that give it exposure to the most up-to-date market standards and practices'. The team is well known for advising its extensive bank-side client base on a range of ABS and MBS, and has been among the most active arranger's counsels in the CLO market. In a standout highlight, highly recommended department head Michael Mazzuchi advised Bank of America on the creation of an asset-based lending platform to offer leveraged credit to hedge funds and other loan investors. Another key figure is Mitchell Dupler, who acted for underwriters such as Amherst Pierpoint, JP Morgan and Morgan Stanley in approximately $65bn of agency mortgage-backed securities offerings in the first six months of 2018. Recently promoted counsel Macey Levington assisted arrangers, including Citigroup Global Markets, Goldman Sachs, Credit Suisse and Nomura with a litany of CLO deals in 2018, though the CLO practice took a hit with the retirement of Joyce McCarty, and the departure of Paul St Lawrence, who joined Morgan, Lewis & Bockius LLP in early 2019.

Clifford Chance has an active CLO practice, and considerable expertise in mortgage-related ABS, including non-performing and re-performing residential mortgage loans. In the CLO space, a team including Robert Villani advised Credit Suisse Asset Management on a litany of CLO resets and new issues, though the CRE CLO practice took a hit with the departure of Steven Kolyer, who joined Sidley Austin LLP. Key figures in the ABS team include Lee Askenazi, who acts for Bayview Asset Management in its ongoing program of rated securitizations of seasoned and re-performing residential mortgage loans. Chimera Investment Corporation is another major client in the residential mortgage loan space. In addition to mortgage-related ABS, the team advised Global Jet Capital on a series of offerings backed by business aircraft assets. Robert Hagan was promoted to partner, and James Gouwar, who focuses on the tax aspects of structured finance transactions, joined the team from Morgan, Lewis & Bockius LLP.

The team at King & Spalding LLP is widely recognized for its expertise in whole-business securitizations, where it regularly acts for major bank-side clients such as Barclays Capital. Headed by Michael Urschel, who is highly regarded by his peers, the team advised Barclays on a $1bn fixed-rate note offering, which was backed by a whole-business securitization of the franchise assets of CKE; this deal marked one of the largest whole-business transactions of 2018. Further, Urschel and Jeff Misher acted for Barclays Bank and Credit Suisse in a whole-business transaction backed by the franchise assets of Dine Brands Global. The practice group also has expertise in ABS involving telecom tower assets and other receivables financing. Acting alongside Anthony Mechcatie, Urschel advised Barclays and Deutsche Bank on an offering by Vantage Data Centers Issuer of $225m variable funding notes, which are secured by assets and cashflows generated by a portfolio of data centers; this marked the first-ever 144A data center securitization. The team was also strengthened by two significant hires in 2018: Ryan McNaughton joined from Paul, Weiss, Rifkind, Wharton & Garrison LLP, where he focused on tax lien, timeshare and PACE securitizations, and Kevin Manz joined from Pepper Hamilton LLP. Also recommended are Terry Novetsky and Matthew Sandiford, the latter of whom was recently promoted to partner.

Primarily based in the firm's Chicago office, Kirkland & Ellis LLP handles high-value auto and equipment securitizations, where it is particularly active in the subordinated loan space. Additionally, the team is aiming to expand its capabilities in marketplace loan and whole-business securitizations. Jeffrey O’Connor acted for clients such as JP Morgan Securities and Deutsche Bank Securities in several billions of dollars of ABS transactions involving dealer floorplan loans and equipment loans. On the issuer side, the team advised John Deere Capital Corporation on a series of Delaware trust vehicles holding amortizing pools of equipment retail installment sale and loan contracts. Kenneth Morrison is another Chicago-based contact. In the New York office, Sarah Whyte advised Wyndham Destinations on two securitized offerings of timeshare loan receivables, and Janette McMahan acted for Enova International in a $125m 144A and Reg S-compliant offering of notes backed by unsecured consumer loans.

Latham & Watkins LLP has strengths in manager-side CLOs and ABS, where it is active across a range of asset classes and has recently expanded into rail car, container and solar asset securitization. Further, practice head Kevin Fingeret and Loren Finegold acted for Guggenheim Securities, as initial purchaser, in the first-ever data center securitization. Additionally, Fingeret and Graeme Smyth advised Vivint Solar on its $466m private placement of notes backed by a pool of residential solar generation contracts, which marked one of the largest solar securitizations to date. The CLO practice includes key figures Vicki Marmorstein, Dominic Yoong and Douglas Burnaford. Clifford Capital, Black Diamond Capital Management, Ares Management and AXA Investment Managers are among the CLO team's key clients. Also recommended is Chicago-based Ellen Marks, who has experience in a range of structured finance transactions and also advises on swaps and securitization regulation.

Noted for its 'extensive knowledge of the CLO market', Milbank was ranked in multiple league tables as the number one legal adviser for collateral managers in the US CLO space. Moreover, the CLO team was further strengthened by the hire of 'best-in-class' Sean Solis, who handled several reset and new-issue CLOs for Wellfleet Credit Partners. Jay Grushkin heads the practice group and acts for some of the team's most active clients, including BlueMountain Capital, PGIM, BlackRock and ICG Debt Advisors. Similarly, Deborah Festa, who divides her time between Los Angeles and New York, is engaged by GSO Capital Partners, KKR Credit Advisors and Credit Suisse Asset Management, the last of which is among the market's largest CLO managers by assets under management. In addition to CLOs, the team also has experience in esoteric ABS, where Blair Tyson advised Goldman Sachs & Co, Mizuho Securities and JP Morgan as underwriters on a first-of-its-kind large-scale securitization of FCC spectrum licenses.

When it comes to CLO arranger mandates, Paul Hastings LLP is, according to some clients, 'the strongest in the field'. Indeed, the team has 'a rare mix of qualities that sets it apart from its competitors'. Headed by Washington DC-based Scott Faga, the CLO practice group acted as underwriters' counsel in approximately $24bn of CLO new issues in the first six months of 2018; Morgan Stanley and Wells Fargo are among Faga's key arranger-side clients. In the New York office, Nicole Skalla acted for Natixis Securities in a $500m new-issue CLO managed by Neuberger Berman, and also began advising Citigroup, which was the number one US CLO arranger by market share in 2017. Also in New York, Eugene Ferrer advised Bank of America Merrill Lynch on a $811m new-issue CLO managed by Credit Suisse Asset Management. In addition to its strength in arranger-side mandates, the team also acts for a number of prominent CLO managers such as TCW Asset Management Company, Symphony Asset Management and Arrow Management.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is the leading firm in issuer-side whole-business securitizations, and also handles a range of other more esoteric asset classes, including mortgage liens on telecom towers, media revenue, PACE bonds, and IP and commercial licences. In the whole-business space, Jordan Yarett acted for The Wendy's Company in a $1bn whole-business securitization, and also advised CKE Restaurants Holdings on its second whole-business securitization. Also of note, Yarett acted for Coinstar in its second securitization backed by coin collections, branded kiosks, licence payments and IP. The team also advised Deutsche Bank Securities on multiple securitizations backed by residential and commercial PACE bonds and tax liens. Another key contact is Robert Zochowski Jr., who has extensive experience in securitizations and other financing transactions involving assets such as patent royalties, energy and infrastructure assets, and hospitality and entertainment revenues. Other issuer-side clients include SBA Communications Corporation, Roark Capital Group and Amherst Pierpoint Securities.

Simpson Thacher & Bartlett LLP has attracted a steady stream of high-value ABS mandates, where it acts for loan sponsors and initial purchasers in deals involving rental pass-though certificates, rental cars and fleets, and telecom tower revenues. The key figure in the team is senior counsel John Schueller, who acted for the initial purchasers in a litany of fleet financing transactions with Element Fleet Management Corp and Enterprise Fleet Management. Further, Schueller acted for the financing subsidiaries of American Tower Corporation in its $526m 144A-compliant offering of secured tower revenue securities, and also advised the financing subsidiaries of Vantage Data Centers on its $1.1bn of secured data center revenue notes, which marked the first securitization financing in the data center industry.

Acting for corporate issuers and underwriters, Weil, Gotshal & Manges LLP focuses on esoteric ABS and has particular experience in securitization involving consumer loans, oil and gas assets and insurance brokerage fees. The US structured finance practice is headed by Frank Nocco, who acted for Lendmark Financial Services in a series of consumer loan ABS offerings, and also advised Guggenheim Securities, as lead bookrunner, on a $300m bond offering backed by insurance administration fees of Lombard International Administration Services Company. Another key figure is Jason Smith, who handled a litany of ABS for The Hertz Corporation, and also advised OnDeck, an online small business lending platform, on a $225m ABS offering. The team also has an active CLO practice, which includes Robert Chiperfield, who is engaged by prominent asset managers including Apollo Global Management and Redding Ridge Asset Management. Other contacts include Ariel Kronman and Shawn Kodes, the latter of whom was promoted to partner at the end of 2018.

With strengths in esoteric ABS and CLOs, Winston & Strawn LLP is 'good at owning and proactively running a transactions and getting out in front of any potential problems'. Jointly led by Jeffrey Stern and Los Angeles-based Daniel Passage, the team has been particularly active in the PACE bond arena. In a market-first transaction, Passage acted for Beach Point Capital Management and CleanFund in relation to the first-ever securitization backed exclusively by C-PACE assessments pursuant to rule 144A. Additionally, Passage and Francisco Flores advised Prosper Marketplace on the securitization of $5.5bn of unsecured consumer loans originated through its web-based platform. Another esoteric mandate, Stern recently advised LTC Global, as sponsor, on a $129.6m securitization of insurance commission receivables arising from the sale of long-term care insurance. In the CLO space, Chicago-based Dave Galainena assisted RAIT Financial Trust with several CRE CLO issuances, and Patrick Hardiman handled high-value CLO issuances for Crestline Denali Capital and THL Credit Advisors. Ronald Jacobson and Michael Mullins are also key figures in the Chicago-based CLO team, which ranks among the market leaders in manager-side work.

The team at Arnold & Porter works across a variety of traditional and more esoteric asset classes such as railcar and aircraft assets, and a variety of consumer and marketplace loans. Among his recent work, practice head Henry Morriello acted for Credit Suisse as structuring agent and initial purchaser in a $343.7m offering of secured railcar equipment notes. The group also advises investment funds aimed at mortgage loan securities and, on that front, Morriello advised New Oak Capital on a credit facility, which was secured by pools of residential mortgage loans. The practice group is also strong in the CLO space, where it acts for managers and arrangers. Further, the team advised Jefferies on a litany of follow-on and new-issue CLO transactions in 2018, and also advised managers including CreekSource and Allianz Global Investors on various reset and refinancing transactions. Also in the CLO space, Chicago-based Daniel Hartnett acted for Tall Tree Investment Management, as sponsor and collateral manager, in a $390m CLO transaction arranged by JP Morgan. Lawton Camp is another key contact. Howard Goldwasser and Skanthan Vivekananda joined Orrick, Herrington & Sutcliffe LLP in 2019.

DLA Piper LLP (US) has experience in a range of structured products and securitizable asset classes, though the team is perhaps best known for its CLO practice, which is among the country's top ten arranger-side teams in terms of deal volume. Richard Reilly, who heads the CLO practice, acted for Goldman Sachs in roughly $18bn of CLO new issues, reissues and resets in 2018. In addition, Reilly also maintains an active manager-side practice, having advised Ares Management on approximately $6bn of CLO deals in a 12-month span from October 2017. A key figure in the ABS group is Boston-based Andrew Sroka, who has experience in fintech ABS, and recently advised Laurel Road Prime Student Loan Trust, as issuer, and Laurel Road Bank, as sponsor, on multiple student loan ABS offerings. Further, New York's Peter White acted for Goldman Sachs in relation to the securitization of certain naming rights agreements for the NFL Hall of Fame Village. Christopher Giordano also has experience of student loan ABS, and David Luce is a key contact in the structured products practice.

Morrison & Foerster LLP has wide-ranging corporate and finance capabilities spanning warehouse financing and structured lending, and has niche expertise in acting for alternative lenders and online lending platforms. Geoffrey Peck and Los Angeles-based Kenneth Kohler acted for LendingClub Corporation in relation to a warehouse credit agreement, which was secured by a pool of consumer loans. Also of note, the team advised Longitude Ventures on a $47.5m 144A transaction backed by royalties from a prescription drug portfolio. The group also has experience in PACE securitization, timeshare loan and credit card receivables securitizations. Despite its continued activity, the practice group took a hit in 2018, losing Anna Pinedo, Jerry Marlatt and Bradley Berman to Mayer Brown.

Norton Rose Fulbright US LLP provides its clients 'a truly global platform', from which it advises originators, issuers, rating agencies and financial institutions on a wide range of ABS transactions, often involving nascent asset classes such as certain types of consumer loans. In addition to consumer and marketplace loan securitizations, department head Patrick Dolan has experience of deals involving property tax liens, PACE bonds, and consumer and commercial solar loans. Also of note, acting in conjunction with the firm's London office, Dolan was involved in a particularly innovative shari'ah-compliant securitization. Other contacts include Andrew Coronios and George Baptista, who joined the team in 2018 from Mayer Brown.

Schulte Roth & Zabel LLP acts for a host of prolific asset managers in addition to a number of prominent arrangers in CLOs, secured financings and linked-note transactions. The structured finance and derivatives practice is jointly headed by Paul Watterson, Craig Stein and Boris Ziser, who, among the three of them, have upwards of 90 years of combined experience in complex structured finance transactions. Another contact is Daniel Oshinsky, who specializes in liquidity facility agreements and structured credit. In the CLO space, significant manager clients have included PGIM, Cerebus Capital Management, Fortress Investment Group and GoldenTree Asset Management.