Jeffrey S. O'Connor, P.C.

United Airlines in a $6.8 billion financing comprising $3.8 billion of bonds and $3 billion of term loans secured by the airline’s MileagePlus loyalty program

Diversified Energy Company in a $160 million sustainability-linked ABS of Barnett Shale assets in North Texas

Riviera Resources, an independent oil and natural gas company, in the issuance of $82 million senior secured notes secured by limited term overriding royalty interests (volumetric production payment or VPP interests) in helium

An oil and gas company in a unique transaction involving the transfer of ownership interests in existing oil and gas wells to a special purpose vehicle and the private placement of securities backed by output from the transferred wells

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 portfolio company of Värde Partners in:

• the issuance of $1.2 billion of senior and subordinated term notes and variable funding notes through the securitization of an existing credit card portfolio
• a warehouse facility financing newly originated receivables, and
• a residual interest financing facility involving allocation mechanics to comply with risk retention requirements

A lender in a committed revolving credit facility financing credit card receivables utilizing a master trust structure and the issuance of a series of variable funding notes

A lender in multiple financings of credit card receivables, including a structured warehouse facility with guaranties at both the sponsor and parent level and significant intercreditor provisions

A private equity firm and its portfolio company in the:

• acquisition of a credit card servicer and creation of a $150 million credit card securitization program, and
• subsequent addition of bank originators to an existing securitization facility

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

Deere & Company, World Omni Financial Corp., NextGear Capital, Navistar Financial Corporation, Hyundai Capital America and other clients in securitization transactions, 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

Southwest Stage Funding (d/b/a Cascade Financial Services) in:

• several structured financings, and
• a Rule 144A offering of ABS backed by manufactured housing 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:

• numerous loans secured by Medicaid receivables,
• multiple 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

A private equity firm in the acquisition, financing and subsequent sale of multiple pools of manufactured housing loans and related servicing agreements

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

A private equity fund in structured transactions involving the transfer of commercial loans, debt securities and other assets to special purpose vehicles and a revolving credit facility

Private equity funds in NAV leveraged loan facilities

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