Kenneth P. Morrison, P.C. - Partner

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Kenneth P. Morrison, P.C.

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Phone: +1 312-862-2347
Fax: +1 312-862-2200
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Professional Profile

Ken is the partner in charge of our dynamic Asset Finance & Securitization Practice Group, which has ranked as either the #1 or #2 Issuer’s Counsel for Asset-Backed Securities in the Thomson Reuters annual survey since 2010. Since 1990, he has handled securitizations and principal finance matters involving a variety of asset classes on behalf of originators, underwriters, principal finance groups and conduit sponsors.

Ken has been extremely active in ABS reform matters. He led the drafting of three different comment letters for a group of more than 15 vehicle ABS sponsors on the SEC’s proposals for Reg AB II, loan level disclosure and shelf eligibility; he chaired a drafting committee of the American Bar Association Subcommittee on Securitization and Structured Finance (SSF) that submitted a comment letter to the SEC on the Dodd-Frank Act requirements for risk retention and a comment letter to the SEC on the subsequent risk retention reproposal; and he drafted comment letters for the American Financial Services Association on Dodd-Frank Sections 943 (repurchase demands) and 945 (issuer asset reviews).

Ken has also taken leading roles on a number of other comment letters, including those by the American Securitization Forum on waterfall computer programs, auto sector disclosure and Rule 3a-7 reform, and by the SSF on the FDIC’s securitization safe harbor regulation and the SEC’s reproposal on shelf eligibility.

Representative Matters

Ken has represented originators, underwriters, conduit sponsors, services and other parties in transactions such as:

Asset Finance & Securitization: Auto Asset Classes

  • Over 100 ABS offerings representing auto and truck finance companies such as Ally Financial Inc., Ally Bank, Carmax, Inc., Triad Financial Corporation, World Omni Financial Corp. and Navistar Financial, backed by pools of:

    • retail auto or truck loans

    • dealer floorplan loans

    • leases of vehicles

    • balloon loans

  • Over 30 ABS offerings as designated counsel to underwriters and initial purchasers in ABS offerings by Ford Credit, GMAC, First Security Bank and DriveTime Automotive

  • Dozens of securitized warehouse facilities and other borrowings from banks and ABCP conduits backed by retail, lease and floorplan assets establishment of titling trusts for captive finance subsidiaries and for banks

Asset Finance & Securitization: Real Estate Asset Classes

  • Ally Bank’s sales to Ocwen Loan Servicing and Quicken Loans of an aggregate of over $120 billion of mortgage servicing rights (MSRs) for residential mortgages serviced on behalf of Fannie Mae and Freddie Mac

  • Rule 144A offerings of RMBS backed by reperforming loans

  • Servicing agreements for conforming loans, prime and subprime RMBS and non-performing loans

  • Warehouse financing and subsequent Rule 144A offering of commercial mortgage backed securities (CMBS) by Unison Site Management backed by cellular sites

  • Rule 144A offering by InSite Wireless of CMBS backed by cellular towers, cellular sites and distributed antenna systems

  • Sales of excess spread relating to pool of MSRs for residential mortgage servicer

  • Term financing of MSR pool for residential mortgage originator

  • Several warehouse financings of timeshare receivables originated by timeshare resort developer

  • Whole business securitization of developer’s unsold inventory in timeshare program

Asset Finance & Securitization: Other Asset Classes

  • Securitizations of MasterCard, VISA and private label credit card receivables sponsored by banks and retailers

  • Transactions funding many specialty asset classes, including premium finance loans, security alarm contracts, structured settlements, franchise revenues, health care receivables, film slates and insurance commissions

  • “Ring-fencing” arrangements for several companies involved in the energy sector, designed to enhance the creditworthiness and separateness of individual members of corporate families, through the use of bankruptcy remoteness protections and the delivery of non-consolidation opinions

  • The restructuring of an unsecured credit facility to an $11.4 billion senior secured revolving facility

  • The sale by General Motors of a 51 percent interest in GMAC to a private equity group led by Cerberus Capital Management

  • Counsel to ABCP conduits in transactions financing pools of equipment leases, insurance premium finance agreements, trade receivables, franchise loans and other assets

Trade Finance

  • Represented two major financial institutions in structuring separate vendor finance programs operated through an electronic platform for the posting and sale of obligations owing from vendors’ customer

  • Represented sponsor of an online exchange established to facilitate electronic auctions of trade receivables

  • Counseled companies on terms involved in factoring facilities for trade receivables, including provision of true sale opinions

  • Represented commercial bank as ABCP conduit sponsor in securitizations of trade receivables originated by customers in industries such as oil and gas production, greeting cards, glass manufacturing and auto parts production

  • Represented originators in structuring securitized term loans and variable funding facilities backed by trade receivables in industries such as automotive batteries, security services, stationery and corrugated packaging materials including several pan-European receivables facilities

Principal Finance

Ken has represented asset sellers and principal finance groups in a variety of structured transactions, including:

  • The agreement by Ally Financial Inc. to sell up to $55 billion of retail auto loan contracts to Bank of America

  • Purchases, sales and financings of pools of credit card receivables on behalf of merchant banks

  • Senior acquisition financing loans secured by acquired pools of receivables:

    • charged-off consumer loans

    • consumer Ch. 11 and Ch. 13 receivables

    • subprime auto receivables

    • distressed commercial and industrial loans

    • merchant cash advances

    • railcars and related leases

  • Financings of residual interests in securitization trusts holding auto loans, credit card receivables and other assets

  • Whole loan sales of pools of prime auto receivables, credit card accounts, home security alarm contracts and subprime auto receivables

Memberships & Affiliations

Member, Board of Overseers, Boston University

Member, Board of Directors, Northeast Illinois Council of Boy Scouts of America

Fellow, American College of Commercial Finance Lawyers, 2012-present

Member, Boston University School of Law, Dean’s Advisory Board

Member, American Bar Association, Securitization and Structured Finance Committee of the Section of Business Law

Member, Legal Counsel Committee and Auto ABS Committee of the Structured Finance Industry Group

Member, GSE Reform Task Force, Structured Finance Industry Group

Presenter, Federal Bar Association and District Court for the Northern District of Illinois, Credit Abuse and Resistance Education Program (pro bono), 2010-Present

Member, Working Group on FDIC Safe Harbor Proposal, American Securitization Forum, 2010-2011

Co-Chair, Outside Counsel Subforum of the American Securitization Forum, 2009-2010

Adjunct Professor, Northwestern University Law School, 1995-2001

Designed and co-taught a seminar entitled “The Law of Securitization”


"ABS Regulatory Lotto: The Numbers Game," Kirkland & Ellis LLP (October 14, 2011)

"Taking the Plunge - Can ABS Survive the Waterfall Computer Program Proposal?" Kirkland & Ellis Alert (July 16, 2010)

"The SEC's 'Arranger-Paid Rule' for Ratings of Structured Finance Products: Arrangers will be held to a 'hire' standard," Kirkland & Ellis Alert (April 20, 2010)

"TALF 2.0: Will This Release Reboot the Market?" Kirkland & Ellis Alert (January 9, 2009)

"Disclosure: 10 Key Requirements in the SEC's ABS Release," Kirkland & Ellis Alert (June 18, 2004)

"The Big Picture: 10 Key Concepts in the SEC's ABS Release," Kirkland & Ellis Alert (May 1, 2004)

"Observations on Effecting Your First Asset-Backed Securities Offering," in Fabozzi (ed.), Accessing Capital Markets Through Securitization (2001)

"Appendix: Glossary of Frequently used Terms in Asset Securitization," in Fabozzi (ed.), Accessing Capital Markets Through Securitization (2001)

(with Pantaleo (Reporter) and others) "Rethinking the Role of Recourse in the Sale of Financial Assets," 52 Bsns. Lawyer 159 (1996)


Panelist, “Risk Retention Update,” January 2014 ABS Vegas Conference

Moderator, “A Capital Markets Conversation with the SEC,” November 2012 American Bar Association Annual Meeting

Panelist, “FDIC Role in Structured Finance Transactions,” at January 2012 American Securitization Forum Conference

Panelist, “Securitization – What’s Working, What’s Not, What’s in Peril,” at July 2011 American Securitization Forum Sunset Seminar, American Securitization Forum

Panelist, “Securitization Reform: Dodd-Frank Changes the Rules,” April 2011 Webinar, American Bar Association

Moderator, “Auto Loan and Lease ABS Sector Review,” at February 2011 American Securitization Forum Conference, American Securitization Forum

Moderator, “Retail Auto ABS Sector Review,” at January 2009 American Securitization Forum Winter Conference, American Securitization Forum

Panelist, “Retail Auto Lease, Fleet, Floorplan and Rental Car ABS Sector Review,” at January 2006 American Securitization Forum Winter Conference, American Securitization Forum

Moderator, “Securitization Squares: The Retail Auto Loan Edition,” at September 2005 and February 2005 Summits on Asset Securitization, sponsored by Information Management Network

Moderator, “Jeopardization! The Retail Auto Loan Edition,” at February 2004, October 2003, February 2003 and October 2002 Summits on Asset Securitization, sponsored by Information Management Network

Panelist, “Investor and Market Issues in Securitization,” January 2004 American Securitization Forum Winter Conference, American Securitization Forum

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