Structured Transactions

Primary contacts

Reed D. Auerbach, Jeffrey R. Johnson, Jeffrey D. Weinstein, Lisa Cargill

Our lawyers are recognized leaders in the global structured finance industry, working from offices in the United States, London, Asia, and the Middle East. Our clients, both issuers and underwriters, are among the most highly respected global financial services institutions. Simply put, our practice has no borders.

We are key players in the structured markets and have been since their inception. We understand the evolution of structures because we were involved in many of the industry’s key firsts. And we are on top of the quickly changing regulatory landscape.

Over the last 10 years, our lawyers have represented issuers and underwriters in more asset-backed securities/mortgage-backed securities offerings than any other law firm in the United States, according to Asset-Backed Alert.

Our clients include banks, hedge funds, captive auto finance companies, private equity funds, asset managers, specialty finance companies, and mortgage servicing companies. Our lawyers work closely with our clients to execute structured deals involving a wide range of financial assets. Our lawyers design and execute continuous offering programs.

We handle deals in a variety of asset classes, including loans and receivables relating to auto loans and leases, student loans, dealer floor plan receivables, equipment contracts, credit cards, cell phone contracts, unsecured consumer and commercial loans, tax liens, trade receivables, residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), and Small Business Administration (SBA) and other government agency programs. Our experience includes collateralized loan obligations (CLOs), collateralized debt obligations (CDOs), and structured products and derivatives referencing them.

We have experience with mortgage finance deals that involve buying and selling loan portfolios and master servicing rights, servicer advance facilities, whole loan trading, re-REMICS and restructurings, acquisition financing, and the securitization of performing, reperforming, and nonperforming loans. We handle sophisticated structured financings of financial assets and illiquid assets through conduits, repurchase agreements, total return swaps, and credit-linked notes.

Our lawyers handle deals that involve esoteric assets, including loans and receivables relating to insurance, energy, whole business, home equity investments (HEIs), intellectual property, life settlements, premium finance loans, annuities, patent and trademark license royalties, trade receivables, lottery receivables, structured settlements, solar leases, power purchase agreements, and property assessed clean energy bonds (PACE), as well as deals that involve the acquisition and disposition of pools of financial assets and loan origination and servicing platforms.

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Collateralized Loan Obligations

Our team has broad experience in representing issuers, initial purchasers, placement agents, collateral managers, and equity investors in collateralized loan obligation (CLO) and collateralized debt obligation (CDO) transactions. In fact, our lawyers are considered pioneers in this space, combining ingenuity with the practical application of the law to develop sophisticated solutions for clients looking to create liquidity by helping lenders pool and sell commercial loans to investors.

Our lawyers are diligent and responsive as we partner with our clients to help them achieve success in this competitive environment. We seek to leverage our extensive execution experience to provide our clients with insight on market trends, creative ideas to address new issues, and practical legal advice. Our knowledge of the regulatory landscape, including banking, investment management, and securities law, and our involvement with leading industry groups, allows us to provide insightful guidance on legal issues of the day.

We routinely advise bank arrangers and collateral managers on CLO transactions ranging from the warehousing stage to closing and thereafter on a variety of refinancing (including reset) and “call and roll” transactions. Our experience includes broadly syndicated and middle market CLOs, both actively managed and static. Our deals have included the most innovative, cutting-edge features of CLO technology, and have also applied CLO structures to securitizations of other types of debt instruments.

Effective representation of clients in CLOs also requires proficiency in the highly specialized areas of ERISA, Uniform Commercial Code (UCC), and bankruptcy law, EU Securitisation Regulation, and tax. Our team has dedicated support in each of these areas from Morgan Lewis lawyers who are widely recognized as thought leaders in their respective fields, but also have detailed knowledge about our transactions.

Fintech

Our lawyers have a long history of representing some of the world’s leading players in the fintech sector. We work with fintech platforms, financial institutions, investors, and other market participants in connection with the following types of transactions and representations:

Securitization and other financing and monetization of unsecured consumer loans and commercial loans
Capital markets transactions, including forward-flow arrangements, warehouse financing facilities, and securitization facilities and issuance platforms
Asset-based lending and bridge facilities for interim financing of receivables and other assets
Structuring and establishment of acquisition finance facilities for various types of financial assets
Regulatory and other corporate finance transactional matters relating to esoteric assets and fintech platform issues

We have represented companies using innovative or disruptive technologies including the following:

Loan trading platforms
Peer-to-peer/marketplace lending platforms
Payment systems
Ride-sharing platforms
Alternative mortgage and real estate financing products
Solar and other renewable energy system loans

We have been involved in marketplace lending since the beginning. As the asset class has evolved we have represented all types of participants, including the following:

Platform sponsors
Loan sellers
Loan buyers
Warehouse lenders
Warehouse borrowers
Sponsors
Underwriters
Investors