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.
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.