Structured Finance & Derivatives

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Willkie represents some of the world’s largest companies and financial institutions in asset-backed commercial paper conduit programs, asset-backed securitizations, commercial mortgage securitizations and over-the-counter derivatives.

We represent issuers, underwriters and institutional investors in public, Rule 144A and negotiated private placement securitizations in the United States and abroad. We have experience in virtually every structure and related issue including REMICs, grantor trusts, owner trusts, debt-for-tax, use of swaps and other hedges, synthetic transactions, true sale, and non-consolidation treatment and accounting treatment of transactions.  We represent issuers, purchasers and institutional investors in connection with the workout of distressed securitization transactions. We also counsel clients in developing and reviewing over-the-counter derivative instruments, credit default swaps, total rate of return swaps as well as interest rate, equity and currency swaps and other hybrid instruments. 

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Commercial Paper Conduits

We represent sponsors in the creation and operation of domestic and foreign asset-backed commercial paper (ABCP) conduit programs and ABCP programs in connection with the acquisition of assets. We have experience in structuring multi-seller conduits, multi-currency conduits (domestic and offshore), secured liquidity notes and conduits for Fin. 46 compliance. We also regularly represent borrowers that acquire funding from ABCP programs.

Asset-Backed Securities

We represent issuers, underwriters and institutional investors in over $20 billion of asset-backed securities transactions across every major asset class and many unique asset classes. Our attorneys have significant experience assisting clients with innovative transactions and emerging asset classes and have structured and documented many unique transactions including ones related to music royalties and other intellectual property, taxi medallion loans, telecommunications equipment receivables, life insurance policies, tobacco settlements, CLO, CBO and CDOs, and other assets.

Commercial Mortgage Securities

We have represented borrowers, issuers, underwriters and subordinated debt investors in over $29 billion of commercial mortgage securitizations in the United States and Canada. We served as issuer’s counsel in the $3 billion groundbreaking First Union-Lehman Brothers-Bank of America commercial mortgage securitization. We helped establish the first Canadian commercial mortgage conduit, represented the issuer in the first Canadian commercial mortgage securitization and regularly serve as special U.S. counsel to Canadian commercial mortgage securitizations. In conjunction with our Real Estate Department, we represent issuers, borrowers and subordinated investors in large loan securitizations.

  • U.S. Conduit Programs
  • Canadian Conduit Programs
  • Single Property Transactions
  • Single Borrower Transactions

Securitization Workouts

In conjunction with our Business Reorganization & Restructuring Department, we have represented issuers, purchasers and institutional investors in the workout of distressed securitization transactions including distressed CDOs, a multi-billion dollar consumer finance company, a rental car master trust, leveraged aircraft lease financings and franchise loans.

OTC Derivatives

We have represented hedge funds, operating companies and other institutional investors in the negotiation of over-the-counter derivative instruments, total rate of return swaps as well as interest rate, equity and currency swaps and other hybrid instruments. We have also advised clients that are protection sellers or buyers in credit default swaps with respect to their rights and obligations under such contracts and the ISDA Determination Committee Rules.

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Highlights

ABCP Structuring

We have represented ABCP issuers or borrowers in the following transactions:

  • $150 million CLO Credit Facility
  • $624 million Notes Facility
  • $350 million Notes Facility
  • $430 million CLO Credit Facility
  • $371 million Notes Facility (2013)
  • $100 million Credit Facility
  • $412 million Notes Facility
  • $100 million Revolving CLO Credit
  • $500 million CLO Credit Facility
  • $150 million CLO Credit Facility
  • $150 million Revolving CLO Credit Facility
  • $300 million Floating Rate Note Issuance
  • $90 million Credit Facility
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ABS Transactions

Auto Loans

  • Fixed and Floating Rate Automobile Receivables-Backed Notes
  • Master Trusts
  • $42,646,534 Class A Certificates, $2,569,068 Class B Certificates, Auto Loan Asset- Backed Certificates. (Investors’ Counsel)
  • $19,190,926 Class A-1 Notes, $4,006,328 Class A-2 Notes, $3,615,681 Class B Notes, Collector Car Trust. (Placement Agent’s Counsel)

Boat Loans

  • $315 million Asset-Backed Certificates Secured by Boat Loans. (Issuer’s Counsel)

CDOs

  • Distressed Loans
  • Hedging Activities
  • Collateral Management
  • Term and Revolving Note Facilities
  • Derivative Floating Rate Note Resecuritizations of Asset-Backed Securities (CLO and CIA) Utilizing Total Return Swaps
  • $450 million CDO – II. (Collateral Manager’s Counsel)
  • $410 million RMBS CDO. (Collateral Manager’s Counsel)
  • $350 million RMBS CDO. (Collateral Manager’s Counsel)
  • $380 million RMBS CDO. (Collateral Manager’s Counsel)
  • $607 million RMBS CDO. (Collateral Manager’s Counsel)
  • Investor’s counsel. (See "Commercial Paper Conduit Asset Acquisitions”)

Church Loans

  • $225 million Church Loan Facility. (Issuer Counsel)

Credit Card Receivables (Charged Off)

  • $40 million Variable Rate Charged-Off Credit Card Master Trust Receivables-Backed Notes, Series 2004-1. (Investors’ Counsel)
  • $30 million Variable Rate Charged-Off Credit Card Master Trust Receivables-Backed Notes, Series 2002-1. (Investors’ Counsel)
  • $18.75 million Master Trust, Series 2001-1. (Investors’ Counsel)
  • $8,855,828 Class A-1 Notes, $785,000 Class A-2 Notes, $2,263,475 Class A-3 Notes, Receivables Trust 1999-1. (Investors’ Counsel)

Credit Card Receivables

  • Receivables Master Trust
  • Purchase of Credit Card Receivables
  • Sale of Private Label Credit Card Business
  • Receivables-Backed Notes

Equipment Leases

  • Warehouse Facilities
  • Equipment Lease Receivables-Backed Notes
  • Resecuritization of Subordinated Certificates
  • $135 million Class A Notes, $9.3 million Class B Notes, $4.65 million Class C Notes, $11.625 million Class D Notes, $10.85 million Class E Notes. (Investor’s Counsel)
  • $450 million Rental Truck Asset-Backed Commercial Paper Program.
  • $74.8 million Securitization of Golf Cart (Equipment) Receivables consisting of $70 million of CP Notes and $4.8 million of COBIs.

Fixed Income Securities

  • Auction Rate and Floating Rate Custodial Receipt Programs Securitizing Corporate and Municipal Bonds

Franchise Loans

  • Securitization of Franchise Loans
  • Commercial Paper Programs
  • Warehouse Facilities
  • $100 million Franchise Loan Facility. (Conduit Counsel)
  • $194 million Franchise Loan Warehouse Agreement, funded by CP Conduit. (Issuer’s Counsel)

Intellectual Property

  • Whole Business Securitizations
  • Securitization of Composers’ and Songwriters’ Royalties
  • Securitization of Writers’ Shares
  • Securitization of Trademark License Royalties
  • $20 million (Trademark) Asset-Backed Notes. (Issuer’s Counsel)
  • $55 million Royalty-Backed Notes.

Insurance Transactions

  • $11 million Life Settlement Backed Facility.
  • $180 million Directors and Officers Insurance Credit Linked Notes.
  • $100 million Directors and Officers Insurance Credit Linked Notes.
  • $22 million Life Settlement Backed Facility.

Golf Cart Leases

  • Owner Trust/Commercial Paper Program

Home Equity Loans

  • Representation of purchaser of home equity loan servicing rights
  • Securitization of Home Equity Loans
  • Resecuritization of Residual Certificates

Limited Partnership Interests

  • Fixed-Rate Notes

Rental Truck Leases

  • Commercial Paper Facility

Servicing Rights

  • Transfer of Servicing Rights. (Purchaser’s Counsel)

Student Loans

  • Securitized Student Loan Warehouse Programs
  • Public and Private Student Loan Securitizations
  • $103.5 million Student Loan Revenue Bonds. (Placement Agent’s Counsel)
  • $40 million Student Loan Program Revenue Bonds. (Placement Agent’s Counsel)
  • $1 billion  Shelf Registration of Student-Loan-Backed Securities.
  • $750 million Student Loan Master Repurchase Agreement, with Repurchase Trust and Guaranty.
  • $550 million Class A Senior Secured Variable Funding Note; $14.5 million Class B-1 Subordinated Secured Funding Note; $26,608,247 Class B-2 Subordinated Secured Variable Funding Note.

Taxi Medallions

  • $250 million (Taxi Medallion) Asset-Backed Notes. (Issuer’s Counsel)
  • $125 million Taxi Medallion Loan Warehouse Facility. (Borrower’s Counsel)

Telecommunications

  • Long-Distance Telephone Trade Receivables
  • Foreign Receivables
  • $150 million Trade (Telephone) Receivables Purchase Facility Through CP Conduit. (Issuer’s Counsel)
  • $325 million Telecommunications Notes, Series 2001-1. (Investors’ Counsel)

Time-Share Transactions

  • Time-Share Receivables-Backed Notes
  • Commercial Paper Conduit Programs
  • Warehouse Facilities

Tobacco Settlements

  • $163.4 million Monroe Tobacco Asset Securitization Corporation Tobacco Settlement Asset-Backed Bonds, Series 2000. (Issuer’s Counsel)
  • $47.92 million Niagara Monroe Tobacco Asset Securitization Corporation Tobacco Settlement Asset-Backed Bonds, Series 2000. (Issuer’s Counsel)
  • $28,352,454.30 Ulster Monroe Tobacco Asset Securitization Corporation Tobacco Settlement Asset-Backed Bonds, Series 2001. (Issuer’s Counsel)

Warehouse Loan Programs

  • Trade Receivables
  • Timeshare Assets
  • Closed End Investment Fund Portfolio Assets
  • Franchise Loans
  • Equipment Leases
  • Student Loans
  • Foreclosure of Warehoused Franchise Loans

Workouts of Securitizations

  • $250 million CMBS Restructuring (Borrower’s Counsel)
  • Commercial Real Estate Management Company
  • Distressed CDO Repackaging. (Investor’s Counsel)
  • Conseco Sale. (Purchaser’s Counsel)
  • Rental Car Master Trust Restructuring. (Investor’s Counsel)
  • Aircraft Leveraged Lease Financing Workout. (Investor’s Counsel)
  • $200 million Foreclosure of Warehoused Franchise Loans. (Lender’s Counsel)
  • $875 million Natural Gas Pipeline Financing. (Issuer’s Counsel)[1]
  • $900 million Natural Gas Assets Credit Facility. (Lender’s counsel)
  • $350 million Hotel Mezzanine Notes. (Investor’s Counsel)
  • $150 million Government Energy Savings Receivables-Backed Notes Master Trust. (Investor’s Counsel)
  • $400 million Energy Senior Secured Bonds. (Issuer’s Counsel)
  • $2 billion aggregate principal amount of Auction Rate/Remarketed Trust Receipts and Residual Interest Trust Receipts evidencing ownership of one or more Fixed-Rate Municipal Bonds, involving in excess of 30 separate transactions. (Issuer’s Counsel)

[1]  Named as "North American Deal of the Year" by Project Finance International.

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Commercial Mortgage-Backed Securities

  • U.S. Conduit Programs
  • Canadian Conduit Programs
  • Single Property Transactions
  • Single Borrower Transactions

Commercial Mortgage Transactions

  • $250 million CMBS Restructuring (Borrower’s Counsel)
  • $400,000,000  Large Loan Securitization (Borrower’s Counsel)
  • $327,719,316 Solar Trust Canadian Commercial Mortgage Pass-Through Certificates, Series 2003-CC1. (Special Issuer’s Counsel)
  • $468,331,177 Merrill Lynch Financial Assets Commercial Mortgage Pass-Through Certificates, Series 2002-Canada 8. (Special Issuer’s Counsel)
  • $214,660,426 Solar Trust Commercial Mortgage Pass-Through Certificates 2001, TD Securities Inc., BMO Nesbitt Burns Inc., Credit Suisse First Boston Securities Canada Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc. (Issuer's Counsel)
  • $248,729,008 Merrill Lynch Financial Assets, Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-Canada 5, Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., BLC Securities Inc. (Issuer's Counsel)
  • $255,981,000 Merrill Lynch Mortgage Loans, Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-Canada 4, Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., BLC Securities Inc. (Issuer's Counsel)
  • $227,324,000 Merrill Lynch Mortgage Loans, Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-Canada 3, Merrill Lynch Canada Inc., Scotia McLeod Inc., TD Securities Inc., RBC Dominion Securities Inc. (Issuer's Counsel)
  • $1,039,965,000, First Union Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2000-4, First Union Securities Inc., Merrill Lynch & Co. (Underwriters' Counsel)
  • $193,741,000 Merrill Lynch Mortgage Loans, Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-Canada 2, Merrill Lynch Canada Inc., Scotia McLeod Inc., TD Securities Inc. (Issuer's Counsel)
  • $616,668,000 PaineWebber Mortgage Acceptance Corporation V, Commercial Mortgage Pass-Through Certificates, Series 1999-C-1, PaineWebber Incorporated, Merrill Lynch & Co. (Underwriters' Counsel)
  • $699,733,000 First Union Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1999-C4, First Union Securities Inc., Merrill Lynch & Co. (Underwriters' Counsel)
  • $163,874,000 Merrill Lynch Mortgage Loans Inc. Exchangeable Commercial Mortgage Pass-Through Certificates, Series 1998-Canada 1, Merrill Lynch Canada Inc., Scotia McLeod Inc., TD Securities Inc. (Special Issuer's Counsel)
  • $502 million Original Principal Amount Restructured Asset Certificates With Enhanced Returns, Series 1998-MM-12-2 Certificates.
  • $275 million Principal Amount Restructured Asset Securities With Enhanced Returns, Series 1998-MM-12-2 Class A-2 Notes.
  • $503 million Principal Amount Restructured Asset Securities With Enhanced Returns, Series 1998-MM-12-2 Class A-1 Notes.
  • $3,067,243,000 First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C2, Lehman Brothers, First Union Capital Markets, BancAmerica Robertson Stephens. (Issuer's Counsel)
  • $1,035,318,205 First Union Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, FUNB Series 1998-C1, First Union Capital Markets, Morgan Stanley Dean Witter. (Issuer's Counsel)
  • $2,558,779,000 Commercial Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2, Merrill Lynch & Co., Greenwich Natwest, PNC Capital Markets (as Selling Agent). (Underwriters' Counsel)
  • $571,781,000 Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series 1998-C1, CTL, Merrill Lynch & Co., Legg Mason Wood Walker, Daiwa Securities America Inc. (Issuer's Counsel)
  • $968,618,000 Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series 1998-C2, Merrill Lynch & Co., Daiwa Securities America Inc. (Issuer's Counsel)
  • $744,097,000 (Approximate) Merrill Lynch Mortgage Investors, Inc. (Depositor) Mortgage Pass-Through Certificates, Series 1997-C1.
  • First Union Commercial Mortgage Securities, Inc. “Shelf” Registration of $3,000,000,000 of Commercial Mortgage Pass-Through Certificates.
  • $686,342,931 Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates, Series 1997-C2, Merrill Lynch & Co. (Issuer's Counsel)
  • $1,961,117,000 First Union-Lehman Brothers Commercial Mortgage Trust II, Commercial Mortgage Pass-Through Certificates, Series 1997 C-2, Lehman Brothers, First Union Capital Markets Corp (Issuer’s Counsel)
  • $1,155,321,000 First Union-Lehman Brothers Commercial Mortgage Trust II, Commercial Mortgage Pass-Through Certificates, Series 1997 C-1, Lehman Brothers, First Union Capital Markets Corp (Issuer’s Counsel)
  • $1,001,713,000 First Union Capital Markets Corp., Merrill Lynch  Mortgage Capital Mortgage Pass-Through Certificates, Series 1996-C2.
  • $546,900,000 First Union Capital Markets Corp., Merrill Lynch Mortgage Capital Mortgage Pass-Through Certificates, Series 1996-C1.
  • $553,496,000 First Union Capital Markets Corp.,  Merrill Lynch Mortgage Capital Mortgage Pass-Through Certificates, Series 1995-C3.
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