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.

Highlights
Retained Interest Blog
Mayer Brown named “ABS Law Firm of the Year” at GlobalCapital’s US Securitization Awards
2017 IFLR Americas Structured Finance and Securitization Team of the Year

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.

Accolades

Chambers Global 2019

  • Ranked Band 1 for Capital Markets: Securitization
  • Ranked Band 2 for Capital Markets: Structured Finance, Securitization & Derivatives – Global-wide

Chambers USA 2019

  • Ranked Band 1 for Capital Markets: Securitization

GlobalCapital’s 2019 US Securitization Awards

  • Named "ABS Law Firm of the Year."

IFLR1000 2019

  • Ranked Tier 1 for Capital Markets: Structured Finance and Securitization – United States.

Legal 500 Asia Pacific 2019

  • Ranked Tier 3 for Structured Finance and Securitization – Hong Kong

US News/Best Lawyers “Best Law Firms” 2019 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

Asset-Backed Alert 2018 Year-end Report

  • First for ABS/MBS issuer counsel deals (for the third consecutive year)
  • Fourth for ABS/MBS underwriter counsel deals

Chambers USA 2018

  • Ranked Band 1 for Capital Markets: Securitization

Chambers Global 2018

  • Ranked Band 1 for Capital Markets: Securitization
  • Ranked Band 2 for Capital Markets: Structured Finance & Derivatives – Global-wide  

GlobalCapital’s 2018 US Securitization Awards

  • Advised LendingClub Corporation on CLUB 2017-NP1, named “ABS Deal of the Year”

IFLR1000 2018

  • Ranked Tier 1 for Capital Markets: Structured Finance and Securitization - United States.
  • Ranked Tier 3 for Capital Markets: Structured Finance and Securitization - Hong Kong.

Legal 500 USA 2018

  • Ranked Tier 1 for Structured Finance: Securitization

Legal 500 Asia Pacific 2018

  • Ranked Tier 3 for Structured Finance and Securitization – Hong Kong

Thomson Reuters Capital Markets Legal Advisory Review 2018 Year-end Report

  • First for US straight debt including ABS & MBS, issuer legal advisor

US News/Best Lawyers “Best Law Firms” 2018 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.

Asset-Backed Alert 2017 Year-end Report

  • First for ABS/MBS issuer counsel deals.
  • Second (tied) for CLO issuer counsel deals.
  • Third for ABS/MBS underwriter counsel deals.

Chambers Global 2017

  • Ranked Band 2 for Capital Markets: Structured Finance & Derivatives – Global-wide

Chambers USA 2017

  • Ranked Band 1 for Capital Markets: Securitization.

GlobalCapital’s 2017 US Securitization Awards

  • Named “Best Overall Securitization Law Firm.”
  • Named "ABS Law Firm of the Year.”

2017 IFLR Americas Awards

  • Named Structured Finance and Securitization Team of the Year for the second consecutive year.

Thomson Reuters Capital Markets Legal Advisory Review 2017 Year-end Report

  • First for US straight debt including ABS & MBS, issuer legal advisor

2017 US News/Best Lawyers “Best Law Firms” 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.

Legal 500 USA 2017

  • Ranked Tier 1 for Finance: Structured Finance.

The American Lawyer’s 2017 Corporate Scorecard

  • First for Asset-Backed Securities issuer counsel deals.
  • First for Asset-Backed Securities underwriter counsel deals.
  • Third for Mortgage-Backed Securities underwriter counsel deals.

Asset-Backed Alert 2016 Year-end Report

  • First for ABS/MBS issuer counsel deals.
  • Second (tied) for CLO issuer counsel deals.
  • Third for ABS/MBS underwriter counsel deals.

Commercial Mortgage Alert 2016 Year-end Report

  • Third for US CMBS underwriter counsel deals.

GlobalCapital’s 2016 US Securitization Awards

  • Named “Best Overall Securitization Law Firm.”

Chambers Global 2016

  • Ranked Band 1 for Capital Markets: Securitization.

Chambers USA 2016

  • Ranked Band 1 for Capital Markets: Securitization.
  • "They have a depth of knowledge, the full range of capabilities and a good idea of where the market is moving."

Chambers UK 2016

  • Ranked Band 3 for Capital Markets: Structured Finance & Derivatives.
  • Ranked Band 4 for Capital Markets: Securitization. 
     

2016 IFLR Americas Awards

  • Named Structured Finance and Securitization Team of the Year.
  • Advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC on the SolarCity securitization, named Structured Finance and Securitization Deal of the Year.

IFLR1000 2016

  • Ranked Tier 1 for Capital Markets: Structured Finance and Securitization - United States.
  • Ranked Tier 2 for Capital Markets: Structured Finance and Securitization - Germany.
  • Ranked Tier 3 for Capital Markets: Structured Finance and Securitization - France.
  • Ranked Tier 3 for Capital Markets: Structured Finance and Securitization - Hong Kong.
  • Ranked Tier 4 for Capital Markets: Structured Finance - United Kingdom.

IFLR1000 UK 2016

  • Ranked Tier 4 for Structured Finance and securitization. 
     

Legal 500 USA 2016

  • Ranked Tier 1 for Finance: Structured Finance.
  • Mayer Brown’s ‘large and deep team impresses with its diverse and balanced practice’. The ‘vast and comprehensive’ practice covers a wide range of products, from mortgage-backed and insurance-linked securities to credit cards, marketplace loans and other, more esoteric receivables.

2016 US News/Best Lawyers “Best Law Firms” First-tier Rankings

  • Firm of the Year – Securitization and Structured Finance Law.
  • 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 2015

  • "They are extremely experienced and very commercially practical in their approach to things."
  • Ranked Band 1 for Capital Markets: Securitization.
  • Ranked Band 2 for Capital Markets: Structured Finance & Derivatives.

Chambers USA 2015

  • "They're really good – they have a lot of experience and they're able to review complex documentation in a short timeframe."
  • "They're very experienced and practical in their outlook, they're available when we need them and their judgment is sound."
  • Ranked Band 1 for Capital Markets: Securitization.

Chambers UK 2015, 2014

  • Ranked Band 3 for Capital Markets: Structured Finance & Derivatives.
  • Ranked Band 3 for Capital Markets: Securitisation.

Legal 500 UK 2015

  • Ranked Tier 2 for Derivatives and structured products.
  • Ranked Tier 2 for Securitization.
  • "A one-stop shop for securitization.,' Mayer Brown International LLP is 'very strong in this area, and has a very professional team.'"
  • "Mayer Brown International LLP 'goes from strength to strength, and its range of experts is unparallelled for US legal and regulatory advice.'" 
     

IFLR 2015

  • Ranked Tier 1 for Capital Markets – Structured Finance and Securitisation.

GlobalCapital’s 2015 US Securitization Awards

  • Named "Best Law Firm" in the Asset-Backed Securities (ABS) category.

Legal 500 USA 2015

  • "Mayer Brown's 'very diversified and balanced practice' has ensured that it has remained well insulated against dips in particular asset classes post-credit crisis. Its 'breadth and depth of securitization industry knowledge is second to none', and clients also appreciate the team’s ability to provide 'clear, succinct and commercial advice.'"
  • Ranked Tier 1 for Finance: Structured Finance.

2014 IFLR Americas Awards

  • Named Structured Finance and Securitization Team of the Year.
  • Advised Morgan Stanley as structuring lead underwriter on the securitization by Citibank and Banco Santander of their global trade finance portfolios, named Structured Finance and Securitization Deal of the Year.

IFLR 2014

  • Ranked Tier 1 for Capital Markets: Structured Finance & Securitization.

Chambers Global 2014

  • "The service was fantastic - a combination of being very focused on the details but also very commercial."
  • "They've got a great bandwidth - they do everything. There are competent folks in every area you can call them on."
  • Ranked Band 1 for Capital Markets: Structured Finance & Derivatives.

GlobalCapital’s 2014 US Securitization Awards

  • Named "Best Law Firm" in the Asset-Backed Securities (ABS) category.

Legal 500 2014

  • "Top in volume and quality," Mayer Brown continues its "terrific" structured finance practice. It is "also strong on regulatory advice insofar as it impacts securitization," recently representing major trade associations in the US, Europe and Asia in their joint comment letter on the Basel Committee’s proposal of its revised securitization framework for the regulatory capital treatment of securitization investments.
  • Ranked Tier 1 for Finance: Structured Finance.