Overview
With more than 100 structured finance lawyers in offices across the Americas, Asia, and Europe, Mayer Brown has one of the largest structured finance practices in the world—and with that size comes the knowledge, experience and manpower to tackle transactions of any scale in any jurisdiction.
As financial markets become increasingly integrated, working with a law firm that understands the complexities and nuances of the key technologies and markets can deliver that elusive competitive edge. We are adept at handling the issues that arise as financial products converge and thrive on the challenges this presents. Drawing on our firm’s collective experience, we deliver creative, practical, business-oriented solutions no matter how a transaction evolves.
Our team of lawyers has securitized nearly every conceivable asset type. When combined with our experience in the conduit, CDO, derivative and synthetic markets, we offer experienced teams with the intellectual depth and industry insight needed to assist clients as they explore and maximize both current and developing market opportunities.
ABS/MBS
We have been a leader in the creation and expansion of the global and regional ABS and MBS markets and have securitized almost every asset type. Our mortgage-backed securities practice is comprehensive and international in scope. Our experience includes structuring securitizations of first-lien, home-equity and subprime residential mortgages, commercial mortgages and the resecuritization, repackaging and re-REMIC of MBS.
Auto
We believe we advise on more auto-related securitizations than any other law firm and have the leasing and tax experience to capably analyze and execute transactions involving auto leases. We are at the forefront in helping leasing companies, banks and other auto lessors create like-kind exchange programs for their own account and in coordinating such programs with titling trusts and securitization structures.
Commercial Paper
We also have one of the largest asset-backed commercial paper practices in the world. We have led the industry’s efforts to restructure CP vehicles to deal with changing accounting and risk-based capital rules. We have represented most conduit sponsors in the ABCP industry in connection with the establishment or restructuring of their ABCP programs and/or in connection with the customer transactions entered into in connection with such programs. This includes not only the traditional multiseller ABCP programs that have survived the credit crisis but also the various single-seller, extendible, callable, SIV, arbitrage and hybrid programs that emerged and then faded along the way. Our experience covers domestic programs as well as cross-border and multicurrency programs. That depth of experience also makes us well-suited to represent dealers in their ABCP programs.
Covered Bonds
We have been at the forefront of the covered bond market. Our lawyers have worked on some of the most innovative covered bond transactions to date in Europe, Asia, Latin America and Canada, where we advised on one of the first Canadian programs to be established.
Credit Cards
We have a well-established track record with regard to credit card ABS transactions. We have extensive experience representing issuers and underwriters in public and private offerings. We have also worked with most of the commercial paper conduits that are frequent providers of funding to credit card master trusts, both as conduit counsel and in connection with our role as issuer’s counsel. We also regularly represent buyers, sellers and financing parties in portfolio acquisitions and principal finance transactions.
Emerging Markets
We are a market leader in securitizations and other structured finance transactions in the emerging markets and regularly advise the major investment banks and borrowers in structuring and implementing sophisticated derivative and structured finance transactions including assisting in the structuring of local issuances.
Student Loans
Our student loan practice covers both the regulation and financing of student loans. We represent finance companies, commercial banks and investment banks as sellers, purchasers, lenders, issuers and underwriters in securitizations of student loans and have also advised on the acquisition of student loan portfolios. We regularly work on conduit transactions and term transactions (both public and Rule 144A) involving student loans and have significant experience with both FFELP student loans and private student loans, including those subject to private guaranty arrangements.
Trade Receivables
We represent a wide range of lenders providing financing for leveraged buyouts, recapitalizations and working capital needs and have extensive experience in all types of receivables financing, whether through a receivables purchase structure, an asset-based structure or factoring or invoice discounting structures. More recently we have been at the forefront in adapting traditional securitization true sale technology to other hybrid receivables purchase structures, including asset-based lending structures incorporating trade receivables securitization facilities and “securitization-lite” structures.
Experience
Lawyers at Mayer Brown have securitized nearly every conceivable asset type. Our experience includes:
- Aircraft Loans and Leases
- Auto Loans and Leases
- Commercial Mortgage Loans
- Consumer Installment Loans
- Credit Card Receivables
- Distressed Consumer Debt
- Diversified Payment Rights
- Equipment Loans and Leases
- Future Flow Receivables
- Franchise Loans
- Health Care Receivables
- Home Equity Loans
- Insurance Linked Securities
- IP/Whole Business
- Marine Loans
- Residential Mortgage Loans
Below is a selection of representative transactions:
- Auto leases. We represented a major bank in the first-ever offering in the US of asset-backed securities backed by Australian auto leases.
- Auto loans. We represented Santander Global Banking and Markets as arranger and Santander Consumer Bank AS as originator in relation to a £1.1 billion securitization of a pool of Norwegian auto loan receivables.
- Collateralized commercial paper. We represent Barclays, The Royal Bank of Scotland and Citibank to establish what the industry press has dubbed “Collateralized Commercial Paper” financing programs for each of these banks. Each of these programs will be cross-border and entail issuance anticipated to be well over $10 billion.
- Covered bonds. We represented a major Canadian bank in their inaugural covered bond issuance of $1 billion of 2.55% Series I Covered Bonds due 2016 in the United States.
- Covered bonds. We represented a major investment bank as a joint lead manager in multiple issuances of covered bonds by CIBC. The transactions have an aggregate value of $4.25 billion and are part of CIBC’s €8 billion Global Public Sector Covered Bond Programme.
- Credit cards. We are issuer counsel for the GE Capital Credit Card Master Note Trust program.
- Distressed debt. We advised on the first German NPL securitization backed by a portfolio of nonperforming, subperforming and nonstrategic mortgage loans. The €1.35 billion deal for Lone Star was International Securitisation Report’s Deal of the Year.
- Diversified payment rights. We represented a major bank in a Diversified Payment Rights transaction involving the exchange of $691.1 million of 144A/Reg S floating rate. This was the first capital markets exchange of a monoline-insurer-wrapped future flow transaction.
- Emerging markets. We acted for The Hong Kong Mortgage Corporation (HKMC) on its first international transaction—the acquisition of South Korean residential mortgage assets worth $700 million from a Korean commercial bank. This deal was also notable as the first-ever "bilateral" cross-border RMBS securitization out of Korea under Korea's ABS Act. HKMC is considered to be the "Fannie Mae" of Hong Kong. It is triple-A rated and Hong Kong's biggest securitizer.
- Future flow. We represented Banco do Brasil S.A. as originator and servicer in a $300 million securitization of its workers’ remittances from Japan. This transaction was the first future-flow transaction by a Brazilian bank and was selected by Latin Finance magazine as the Most Important Structured Finance Deal in Latin America for the past 20 years.
- Insurance linked securities. We represented Deutsche Bank Securities and Embarcadero Re as lead counsel and issuer’s counsel in connection with a $150 million catastrophe bond, the proceeds of which collateralize a reinsurance agreement with the California Earthquake Authority (CEA). While we were originally retained by Deutsche Bank as R&D and structuring counsel, the team’s role shifted to issuer’s and lead counsel. This transaction won the Reactions ILS Deal of the Year Award for 2011.
- Intellectual property. We represented a global music company in a multijurisdictional securitization of its music publishing assets, a multibillion dollar securitization of a major international trademark portfolio, and a master whole business program to facilitate the financing of whole business acquisitions.
- REMICs. We represented a major broker/dealer in thirteen resecuritization trust transactions issuing over $1.1 billion in new REMIC debt and equity securities. The underlying transactions consist of US residential mortgage-backed securities (RMBS) certificates.
- RMBS. We represented a major bank in its capacity as initial purchaser (underwriter) and broker/dealer/structurer in the resecuritization of approximately $4.7 billion of residential mortgage-backed securities (RMBS).
- RMBS. We represented US-based Ally Financial Inc. as lender on a hybrid acquisition/ securitization warehouse facility in relation to a portfolio of GMAC RFC’s UK residential mortgage loans.
- Student loans. We represented Straight-A Funding LLC, an asset-backed CP program, created by the student loan industry with assistance from the US government in the form of an innovative Put Agreement with the Department of Education and a $60 billion Liquidity Facility provided by the Federal Financing Bank. Straight-A acts as the investor in student loan ABS transactions and funds those investments through the issuance of asset-backed commercial paper.
- Trade receivables. We represented a major bank, as agent, in the restructuring of a cross-border receivables securitization involving various Asian and European jurisdictions, including Malaysia, Germany, Singapore, Hungary and Sweden. This restructuring was significant for the customer because it enable the customer to retain the off balance sheet treatment of the transaction under the recently amended US GAAP rules, FAS 166 and 167.
- Trade receivables. We represented a major bank in its capacities as arranger, sponsor and administrative agent, as well as its commercial paper conduit, Nieuw Amsterdam Receivables Corp. and the syndicate group in relation to a $700 million securitization of trade receivables originated by subsidiaries of Bunge Limited across the United States, Canada and Europe.
FROM COUPES TO CAPE CODS
In a securitization, we helped a US residential real estate private investment fund avoid burdensome costs and administrative tasks by using a practice first used in the auto industry.
Recognition
GlobalCapital’s US Securitization Awards 2024
- ABS Law Firm of the Year: 2024
Chambers Global 2024
Band One
- Capital Markets: Securitization: ABS, US
- Capital Markets: Securitization: RMBS, US
Band Two
- Capital Markets: Structured Finance, Securitisation & Derivatives, Global: Multi-Jurisdictional
Band Three
- Capital Markets: Securitisation, UK
- Capital Markets: Structured Finance, Germany
Legal 500 Asia Pacific 2024
- Ranked Tier 3 for Structured Finance and Securitization – Hong Kong
Chambers USA 2023
- Capital Markets: Securitization: ABS and RMBS Nationwide (Band 1)
Legal 500 US 2023
- Ranked Tier 1 in Structured Finance Securitization
- Ranked Tier 1 in Structured Finance Derivatives and Structured Products
GlobalCapital’s US Securitization Awards 2023
- ABS Law Firm of the Year: Structured Finance (US) 2023
- Americas Law Firm of the Year
IFLR Americas Awards 1000 2023
- Named Structured Finance and Securitization Team of the Year 2023
Legal 500 Asia Pacific 2023
- Ranked Tier 3 for Structured Finance and Securitization – Hong Kong
GlobalCapital’s US Securitization Awards 2022
- ABS Law Firm of the Year
IFLR Americas Awards 2022
- Named Structured Finance and Securitization Team of the Year.
Chambers USA 2022
- Ranked Band 1 for Capital Markets: Securitization: ABS – Nationwide
- Ranked Band 1 for Capital Markets: Securitization: RMBS – Nationwide
Legal 500 USA 2022
- Ranked Tier 1 for Structured Finance: Securitization
Legal 500 Asia Pacific 2022
- Ranked Tier 3 for Structured Finance and Securitization – Hong Kong
Law360 2021
- Practice Group of the Year – Structured Finance
US News/Best Lawyers “Best Law Firms” First-tier Rankings 2022
- National – Securitization and Structured Finance Law
- Charlotte – Securitization and Structured Finance Law
- Chicago – Securitization and Structured Finance Law
- New York City – Securitization and Structured Finance Law
GlobalCapital’s US Securitization Awards 2021
- ABS Law Firm of the Year
- RMBS Law Firm of the Year
IFLR1000 2021
- Ranked Tier 1 for Capital Markets: Structured Finance and Securitization – United States.
Chambers USA 2021
- Ranked Band 1 for Capital Markets: Securitization: ABS – Nationwide
- Ranked Band 1 for Capital Markets: Securitization: RMBS – Nationwide
Chambers Global 2021
- Ranked Band 1 for Capital Markets: Securitization – USA
- Ranked Band 2 for Capital Markets: Structured Finance, Securitization & Derivatives – Global-wide
US News/Best Lawyers “Best Law Firms” First-tier Rankings 2021
- National – Securitization and Structured Finance Law
- Charlotte – Securitization and Structured Finance Law
- Chicago – Securitization and Structured Finance Law
- New York City – Securitization and Structured Finance Law
Legal 500 Asia Pacific 2021
- Ranked Tier 3 for Structured Finance and Securitization – Hong Kong
Asset-Backed Alert 2020 Year-end Report
- First for ABS/MBS issuer counsel deals (for the fifth consecutive year)
- Fifth for ABS/MBS underwriter counsel deals
Law360 2020
- Practice Group of the Year – Structured Finance
GlobalCapital’s US Securitization Awards 2020
- Named "Best Securitization Law Firm of the Year"
IFLR Americas Awards 2020
- Named Structured Finance and Securitization Team of the Year.
- Advised the investors in connection with a $175 million private placement of fixed rate notes secured by dollar-denominated Visa, MasterCard and American Express merchant voucher receivables sold by Banco Guayaquil S.A., named Structured Finance and Securitization Deal of the Year.
US News/Best Lawyers “Best Law Firms” 2020
- Law Firm of the Year - Securitization and Structured Finance Law
- First-tier Rankings:
- National – Securitization and Structured Finance Law
- Charlotte – Securitization and Structured Finance Law
- Chicago – Securitization and Structured Finance Law
- New York City – Securitization and Structured Finance Law
Chambers Global 2020
- Ranked Band 1 for Capital Markets: Securitization – USA
- Ranked Band 2 for Capital Markets: Structured Finance, Securitization & Derivatives – Global-wide
Chambers USA 2020
- Ranked Band 1 for Capital Markets: Securitization - Nationwide
Legal 500 Asia Pacific 2020
- Ranked Tier 3 for Structured Finance and Securitization – Hong Kong
IFLR1000 2020
- Ranked Tier 1 for Capital Markets: Structured Finance and Securitization – United States.