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Securitization and Structured Finance
Baker & McKenzie's Securitization and Structured Finance practitioners advise clients on all aspects of asset-backed securities, commercial mortgage-backed securities, collateralized debt obligations and commercial paper conduit transactions. The group has extensive experience in innovative structures in every asset class, including intellectual property, timeshare receivables, mortgages, naming rights, trade receivables, aircraft, telecommunication and other types of equipment leases, automobile loans, franchise loans and tobacco settlements. Our attorneys have also structured, documented, and closed many unique and unprecedented private and public transactions (including innovative music royalty securitizations) for a wide array of issuers, major investment banking firms, investment companies and advisors, commercial banks, finance companies and insurance companies.
Asset-Backed Securities
The Securitization and Structured Finance practitioners' experience in the area of asset-backed securities covers standard asset classes such as residential mortgages, home equity loans and credit card receivables, as well as many other commercial and consumer receivables, including:
- Structuring and documenting transactions supported by interests in copyrights, trademarks and patents in the areas of music, film, apparel and communications (including a groundbreaking music royalties transaction).
- Advising on some of the early collateralized debt obligation transactions representing issuers, underwriters and collateral managers. The group recently closed several transactions representing one of the oldest mutual fund companies as collateral manager and has experience with both cash flow and market value structures.
- Reviewing the complex tobacco settlement agreement among several U.S. states and the industry and completed financings for counties in New York State.
- Creation of an innovative cross border, multi-currency asset-backed commercial paper conduit.
- Other assets with which the Securitization and Structured Finance practitioners have had significant experience include timeshares (debt and REMIC structures), equipment loans and leases, franchise loans, charged-off credit card receivables, auto loans and leases, dealership floorplan financing, healthcare receivables, servicing advances, commercial and industrial loans, trade receivables and unsecured consumer lines of credit.
Commercial Mortgage-Backed Securities
The Securitization and Structured Finance group routinely represents major commercial and investment banks in building and operating successful commercial mortgage conduits and have closed many single borrower and single property large-loan transactions. More specifically, the group has counseled clients in:
- Establishing underwriting criteria, mortgage loan documentation, mortgage loan closings, interim custodial and servicing facilities and warehouse financing facilities for commercial mortgage loans.
- Public and private conduit securitization transactions as sellers, issuers and underwriters. The group is experienced in all aspects of CMBS transactions, including private conduit transactions and single property and single borrower large-loan securitizations.
Representative transactions include:
- Representation of a major North American automobile parts manufacturer in its securitization, through a bank sponsored commercial paper conduit vehicle, of US$120,000,000 and Canadian $35,000,000 of receivables of newly acquired subsidiaries of the automobile parts manufacturer.
- Representation of a major international oil trading company in its securitization of over US$300,000,000 of trade receivables derived from the sale of crude oil, gasoline and other petroleum products in 26 different jurisdictions.
- Representation of a global investment banking and securities firm in connection with a US$527,105,516 securitization of equipment leases and revolving loans.
- Representation of the issuer in connection with the US$225,000,000 securitization of a commercial mortgage loan secured by 40 skilled nursing facilities.
- Representation of the borrower in obtaining a mortgage loan secured by a major American landmark shopping mall and the issuance of US$312,000,000 Multiclass Mortgage Pass-Through Certificates.
- Representation of a major French bank as agent for a syndicated group of liquidity providers in a US$955,000,000 asset-backed commercial paper program involving dealer loans for the purchase of farm equipment.
- Representation of a sub-prime automobile financing company in connection with its securitization of automobile receivables through numerous issuances of asset-backed certificates aggregating over US$196,000,000.
- Representation of a major Asian airline in connection with a securitization of Export Import Bank guaranteed notes aggregating over $300,000,000 issued in connection with the leveraged lease financing of four Boeing 757 aircraft.
- Representation of an investment management company as collateral manager of bond obligation assets and loan obligation assets securing $306,800,000 of notes issued pursuant to Rule 144A and Regulation S.
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