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Structured Finance

Kaye Scholer is widely recognized as a leader in asset securitization and structured finance. Our securitization and structured finance practice brings together a team of financing lawyers with extensive experience not only in asset securitization transactions, but also in the related fields of bankruptcy, tax, public offerings, regulatory matters, real estate and certain specialized industries. MORE

We represent clients in all aspects of securitization and related capital market transactions, including structuring and documenting transactions, creating multi-seller conduits and special purpose vehicles, obtaining ratings, representing providers of liquidity and credit enhancement, and representing issuers, underwriters and investors. Our work includes transactions in the United States, as well as cross-border and overseas transactions, and has involved derivative products and other complicated ancillary arrangements such as interest rate and currency swaps. We have extensive experience working with rating agencies.

Our securitization practice is regularly recognized by third party publications, such as Chambers USA, Chambers Global and U.S. News & World Report/Best Lawyers, and several of our lawyers are consistently ranked as leaders in this area. The 2013 edition of Chambers USA notes “This team attracts the respect of the business community for its advice to investment banks on a range of transactions including public and private ABS, and CMBS and RMBS.”

Commercial Paper Programs

We represent the sponsors of numerous commercial paper conduits on a regular basis, and Kaye Scholer is considered one of the leaders in the asset-backed commercial paper field. Our sponsor clients include US, as well as major Dutch, French, German, Swiss and Japanese banks. We have created and restructured numerous commercial paper programs, including both asset-backed and loan-backed multi-seller conduits. We have structured and documented a wide variety of asset types for commercial paper programs, including trade receivables, credit card receivables, equipment loans and leases, auto loans and leases, dealer floorplan receivables, synthetic leases (including equipment, aircraft and real estate construction facilities), utility receivables, franchisee loans, healthcare receivables, partner capital loans, timeshare receivables, residential and commercial mortgages (warehouse lines), manufactured housing loans and SBA loans. Transactions that we handle frequently involve derivative products and other complicated ancillary arrangements such as interest rate and currency swaps.

Term Securitizations

Our lawyers have represented major issuers, underwriters, third-party servicers, trustees, lenders and credit enhancement providers in a wide range of term securitizations, including Rule 144A and other private placement transactions. Our work has included, among other things, the drafting of prospectuses and private placement memoranda; the drafting of pooling and servicing agreements, trust and loan indentures, underwriting agreements and ancillary documents; and negotiations with servicers, trustees, purchasers and credit enhancers. These securitizations have involved commercial and residential mortgage loans, credit card receivables, healthcare receivables, auto loans and other asset types.

Emerging Asset Classes

We have represented issuers, underwriters, warehouse lenders and trustees in connection with the securitization of "niche assets" and "emerging asset classes," including entertainment royalties, credit default swaps, farm loans, lottery receivables, subprime auto loans, charged-off credit card receivables and home security receivables. Because the market has not yet developed definitive standards for the securitization of these asset classes, our attorneys must work closely with all parties to the transaction (including the rating agencies) to develop a structure that will both satisfy the financial concerns of the parties and enhance the acceptability of the ultimate product in the capital markets.

CLO/CBO Transactions

We have acted as issuer's counsel in connection with CLO/CBO transactions, including deals backed by emerging market collateral and synthetic securities. In 2001, we acted as deal counsel for three completely synthetic CDO transactions. In 2002, we acted as deal counsel for a CDO transaction backed by a pool of asset-backed securities, as well as a transaction backed by a credit default swap. We have also represented trustees and collateral managers on numerous CLO/CBO transactions.

Our lawyers are experienced in rating agency issues and are often called upon to handle the rating aspects of securitized transactions. The firm's experience and familiarity with the issues and the agencies enables us to guide clients in structuring both individual transactions and loan originations for new programs so that they receive agency approval.

We are well-versed in accounting and bank regulatory rules applicable to securitizations, and can assist clients in structuring transactions so that they qualify for accounting sale treatment and, in the case of banks, regulatory capital relief.

Our practice also involves workouts and litigation related to troubled securitization transactions, including litigation of true sale issues and the contested replacement of a CDO collateral manager. In these matters, we work as a closely coordinated team with members of the firm's Litigation and Business Reorganization Departments.

Securitization techniques, which developed principally in the United States, are being used increasingly in other countries. However, US securitization structures cannot always be exported to other legal systems; civil law jurisdictions, in particular, pose special problems, including the lack of legal precedents and the inability to rely on equitable principles. Lawyers in our Frankfurt office are admitted in, and have practical experience in, both New York and Germany, and are therefore uniquely qualified to bridge the differences between common law and civil law legal systems.

Our lawyers regularly write and lecture on various topics in structured finance and asset securitization, which enables them to present clients with the most current thinking and ideas.

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