Overview
Locke Lord represents financial institutions, including investment banks, commercial banks, insurance companies, finance companies, hedge funds, asset-backed commercial paper conduits and other members of the financial industry in their capacity as issuers, underwriters, sponsors, servicers, special servicers, trustees, collateral managers, credit enhancers, purchasers, lenders and investors in connection with a wide range of structured investments. There continues to be significant innovation in the type and variety of structured financings and structured products in the market. The firm also represents operating companies with significant holdings of receivables in connection with themonefication of those receivables.
Our lawyers have been involved in thousands of securitizations, structured transactions and related matters. These include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), asset-backed securities (ABS), insurance-linked securities, guaranteed investment contracts, collateralized debt obligations (CDOs), collateralized mortgage obligations (CMOs), real estate mortgage investment conduits (REMICs), equity and debt investment funds and various energy-related securities. We have decades of experience in mortgage warehousing transactions, servicing engagements, and sales and purchases of portfolios of financial assets, including servicing rights. We have represented clients in transactions involving performing, non-performing and charged-off assets.
Since the onset of the financial crisis, we have been actively involved in representing issuers in restructuring student loan auction rate securities. In addition, we have actively represented issuers, trustees and collateral managers in restructuring and “working-out” CDOs and in the pursuit of remedies with respect to defaulted CDOs (including UCC auctions and, where appropriate, interpleaders).
We continually advise clients on the requirements and ramifications of the legislative, regulatory and market factors that are influencing the financial industry and affecting the manner in which transactions are structured, closed and conducted.
The legal practice of securitization and structured finance cuts across conventional legal disciplines and we involve professionals across Locke Lord’s practice areas when needed.
The lawyers in our Securitization and Structured Finance group have written numerous articles on topics of significance to this industry and have spoken at many industry conferences.
Locke Lord attorneys have been involved in transactions involving most asset types and most types of securitizations, including:
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Aircraft leases
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Automobile loans and leases
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CDOs, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs)
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Commercial mortgage loans
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Credit card receivables
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Dealer floor plan receivables
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Energy assets
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Equipment leases
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Foreign check remittances
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Guaranteed investment contracts
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Home equity loans
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Interests in SBA guaranteed loans
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Intellectual property
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Life insurance settlements
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Limited partnership investments
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Maritime financings
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Regulation XXX offerings
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Residential mortgage loans
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Re-securitizations of residential mortgage-backed securities and commercial mortgage-backed securities
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Servicer advances
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Small balance commercial mortgage loans
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Structured settlements
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Student loans
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Tobacco settlement payments
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Trade receivables
Transactions in which our lawyers have participated include representation of:
Mortgage-Backed Securitizations and Asset-Backed Securitizations:
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A commercial bank, as initial purchaser and lead arranger, and its sponsored commercial paper conduit, in multiple offerings of asset-backed securities evidencing interests in servicer advance receivables, including issuances of term notes and variable funding notes;
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A commercial bank as initial purchaser and lead arranger of a Rule 144A TALF-eligible offering of asset-backed securities evidencing interests in servicer advance receivables;
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An investment bank in filing a new registration statement for residential mortgage-backed securities for its proprietary program;
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A government agency in several structured note sales of over $2 billion of performing and non-performing residential and commercial mortgage loans owned by various failed financial institutions;
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A mid-market hedge fund in the financing of a home improvement loan originator;
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An investment bank on numerous issuances of residential mortgage-backed securities, net interest margin securities and re-securitizations;
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A finance company on numerous issuances of credit card asset-backed securities;
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A private equity firm as securitization counsel on its bids to acquire financial institutions with significant securitization platforms;
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A foreign commercial bank on numerous mortgage warehousing facilities;
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Various CMBS special servicers in connection with modifications, workouts and sales of delinquent mortgage loans;
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A financial conglomerate on the sale of its mortgage and other consumer finance operations;
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A hedge fund on purchase and sale, servicing and financing transactions;
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A commercial bank in an asset financing facility on behalf of a new credit card originator;
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Various banks on significant amendments (workouts), re-structurings, liquidations or terminations of CDOs;
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A major foreign bank on the disposition of a multi-million dollar interest in a structured portfolio of loans;
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A foreign bank in various credit-linked note transactions;
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A foreign bank in various credit default swaps referencing residential mortgage-backed securities;
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A commercial bank on a mortgage loan liquidating trust offering;
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A bank in establishing a fund to invest in distressed assets;
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A commercial mortgage loan originator in developing its CMBS 2.0 program, and assisting it in obtaining warehouse financing and an issuer partner;
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An offshore administrator/trust company as issuer in a complex CDO restructuring; and
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A not-for-profit student loan aggregator and securitizer in several complex re-financings involving tender offers and exchange offers for existing auction rate securities backed by student loans, securitizations, interim financing facilities, takeout financings, sales of student loans into the federal government’s Straight A facility and warehouse facilities.
Insurance and Esoteric Securitizations:
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A U.S.-based insurance company and its affiliates in the purchase of approximately $330 million of highly-structured and proprietary guaranteed investment contracts issued by a Bermuda issuer;
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A foreign financial institution in connection with the design of various investment structures to achieve tax, regulatory and investment objectives for foreign insurers;
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A financial guaranty insurer in a motion picture receivables securitization for a major film studio with an insured value of $165 million and a music royalty receivables securitization with an insured value of $30 million;
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A seller in structuring a $197 million sale and leaseback of prison facilities and the related securitization of rental payments arising therefrom;
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A New York monoline insurer in connection with an offering of $630 million of taxable secured notes involving an innovative securitization of oil and gas volumetric production payments;
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A major German reinsurance company as issuer in connection with an offshore placement of $400 million of guaranteed subordinated step-up floating rate notes;
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An international life reinsurer in consecutive Regulation XXX note offerings involving the issuance of $850 million and $455 million of debt securities;
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Various U.S. and Canadian life insurers as co-sponsors of CLO and CDO offerings in which their investment adviser subsidiaries acted as collateral managers;
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A major U.S. life insurer in its $450 million securitization of private equity limited partnership investments;
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A foreign bank in its $115 million securitization of U.S. dollar-denominated check remittances followed by a $300 million offering through a commercial paper conduit;
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An international bank in its $1 billion structured investment in a subsidiary of a major Brazilian bank;
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An issuer in a $145 million securitization of an energy capacity contract;
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A New York bond insurer in connection with a $134 million tax-exempt financing involving a unique securitization of oil and gas producing properties;
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A New York bond insurer in a $279 million taxable financing involving a unique securitization of oil and gas overriding royalty payments;
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A national banking organization as master servicer, administrator and collateral agent in establishing eight conduit issuers of commercial paper collateralized by business loans to closed systems of franchisees;
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A national credit rating agency in CDO transactions;
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Numerous thrifts in a CMO program of a major investment bank;
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A major U.S. investment bank in connection with the issuance of credit-linked notes to create synthetic supplemental directors and officers insurance coverage;
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The arranger in various structured financings for a Canadian borrower that was a subsidiary of a U.S. energy company;
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Numerous U.S. and Canadian life insurers in the establishment and maintenance of their EURO and global medium-term note programs collateralized by funding agreements;
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A major U.S. investment bank in a prepaid power purchase transaction secured by all assets of a cogeneration facility in a bankruptcy remote structure;
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A residential electricity provider in ERCOT in a secured wholesale commodity supply facility using a bankruptcy remote structure secured by all of the electricity provider’s assets;
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A residential electricity provider in the PJM market area in a secured credit sleeve arrangement whereby a major European bank provided credit support, wholesale gas and power and access to the wholesale commodities markets;
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A major U.S. investment bank in an energy management agreement for a coal producer whereby the bank consulted with the producer with respect to the marketing of coal and access to the market by purchasing all of the output of the coal company for resale to the market;
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A major U.S. investment bank in an energy management agreement for a power plant whereby the bank consulted with the owner of the plant with respect to the marketing of energy and purchase of fuel and access to the market by purchasing all of the output of the power plant for resale to the market and procured all fuel for the plant; and
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An integrated energy company in connection with a $500 million financing of the sale to its bankruptcy remote subsidiary of receivables from its jobbers and dealers, all without changing the existing complex practices of the company, its affiliates and their jobbers, dealers and other counterparties