Deere & Company, World Omni Financial Corp., NextGear Capital, Navistar Financial Corporation, Hyundai Capital America and other clients in multiple securitization transactions and related matters, including:
- Formation of dealer floorplan master trusts and the issuance of public and private term series, variable funding notes to ABCP conduits or banks and syndicated warehouse facilities
- Creation of innovative structures, including trust-in-trusts, multi-pool trusts, variable interest trusts, pooling of residual interests and ABS backed by assets from multiple trusts
- Forward flow and one-off whole loan sales of prime and subprime retail auto loans, auto leases and dealer floorplan receivables
- Retail equipment and auto transactions, including public, Rule 144A, conduit, and pre-funding transactions, statistical pools, subsequent issuances and sales of subordinate classes, and repackaging securitizations of residual interests
- Auto and equipment lease transactions, including the formation of titling trusts, public and private offerings, syndicated warehouse facilities and leveraged lease transactions
- Preparation of registration statements on Form SF-3 complying with Reg AB II shelf eligibility requirements, risk retention, loan level data, and other complex disclosure rules
United Airlines in its $6.8 billion financing comprising of $3.8 billion of bonds and $3 billion of term loans secured by the airline’s MileagePlus loyalty program
Underwriters and initial purchasers to Ford Motor Credit Company in multiple public and Rule 144A offerings of ABS backed by dealer floorplan receivables
J.P. Morgan Securities, as initial purchaser to Kubota Credit Corporation in several Rule 144A offerings of ABS backed by equipment loans
A publisher in an offering of term asset-backed securities and variable funding notes backed by advertising revenues and structured as a whole business securitization
Kellogg Company in:
- an agreement to sell, on a revolving basis, up to $800 million of accounts receivable from a single obligor to a third party financial institution
- a U.S. accounts receivable securitization program with a parent guarantee, credit default insurance, and cross-default provisions, and
- an agreement to sell, on a revolving basis, accounts receivable from a selected group of obligors to a third party financial institution
A medical and scientific equipment leasing company in:
- multiple offerings of asset-backed securities, and
- a securitized warehouse facility
A health insurance company in:
- several sales of pools of healthcare receivables, and
- the structure and implementation of a double lockbox cash management system to address restrictions under state and federal statutes regarding the transfer of governmental obligations
Värde Partners and CreditShop Incorporated, an independent finance company, in the issuance of $1.2 billion of senior and subordinated term notes and variable funding notes through the securitization of CreditShop’s credit card portfolio
A private equity firm in the acquisition, financing and subsequent sale of multiple pools of manufactured housing loans
A marketplace lender:
- as the borrower in a term loan providing mezzanine financing; the “asset base” that supports the loan measured the “notional value” of pool assets (including mortgage servicing rights, residential mortgage loans owned by the borrower, servicing advances, MSR holdbacks and unsecured consumer loans) and subsequent refinancing, and
- as the repo seller and servicer in two issuances of term notes and variable funding notes backed by Ginnie Mae servicing rights, utilizing a securities contract bankruptcy safe harbor structure
A finance company in the creation of dozens of separate dealer floorplan master trusts, including several complex master trusts capable of issuing series of notes backed by either a cross section of the pool receivables or solely by overconcentration receivables
Numerous factoring, supply chain, and trade receivables financings
Various securitization transactions and structured financings of marketplace loans, energy assets, private label credit card receivables, and operating assets
Private equity firms and/or their portfolio companies in structured financings involving bankruptcy remote special purpose entities and complex true sale and substantive consolidation analyses
