Practice Overview. CLOs. An overview of Mayer Brown s active and varied CLO practice.

Transcription

1 Practice Overview CLOs An overview of Mayer Brown s active and varied CLO practice.

2 Mayer Brown International LLP is ISDA s principal counsel and has unmatched knowledge and insight into the emerging environment Legal 500: Derivatives and Structured Products 2 x Xxxxxxxxxxxxxxx

3 Introduction Structured Finance 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. In London, we have a team consisting of 20 lawyers covering structured finance, structured products, derivatives and debt capital markets. This team has extensive knowledge and experience in CLOs. This continues a long tradition at the firm as many of the structured finance transactions that are commonplace today were first initiated by lawyers at Mayer Brown for example, the first CLO transaction in 1988 and the first partially enhanced multi-seller commercial paper conduit in Our securitisation and CLO expertise combined with our experience in the conduit and synthetic markets means we can offer experienced teams able to assist clients as they explore and maximize both current and developing market opportunities. Market Leaders We are well known and recognised for our innovation. In 2010 the Financial Times Innovative Lawyers survey named our financial services group as a stand out practice for its innovative representation of Citigroup and Morgan Stanley in the creation of Straight-A Funding, an asset-backed commercial paper vehicle for the student loan industry. In 2011, the same survey highlighted our work for Barclays on one of the first collateralised commercial paper programs. The Firm was commended by the FT Innovative Lawyers Awards 2008 for its approach in helping our clients respond to the credit crunch - a resounding endorsement of our team s ability to adapt our advice in line with the changing needs of our clients. Our team was also named Structured Finance and Securitisation Team of the Year by IFLR in 2014 and nominated for Global Derivatives Law Firm of the Year in the Global Derivatives & European Securitisation Awards in We continue to be at the forefront of new developments whether it is the securitisation of intellectual property or non-performing loans, securitisation as an acquisition financing tool, large rescue structures for distressed assets, or structured credit products and other hybrids or derivatives. Regulatory A key factor in our ability to structure cutting edge transactions is having the necessary regulatory and international accounting standards expertise. We have extensive knowledge in this area as a result of decades of industry leadership on a range of issues providing us with a perspective that can give clients a critical edge in creative deal structuring. Recently, our team have assisted the Association for Financial Markets in Europe (AFME) in preparing comment letters submitted by AFME in relation to the SEC s re-proposal of parts of Reg AB II, the SEC s conflict of interest rules for securitisation, the US banking regulators proposed regulations implementing the Volcker Rule, and the impact of the Commodity Futures Trading Commission s rules governing Commodity Pools on securitisation SPVs. We have also assisted the Global Financial Markets Association (GFMA) in preparing comment letters in relation to the Basel Committee s proposed revisions to the Basel Securitisation Framework and proposed revisions to the Costs of Credit Protection as well as advising clients on application of EU risk retention rules to CLOs. In the US, we have been actively representing ISDA in respect of the implementation of the Dodd Frank Act and various aspects of the rule making by the Commodity Futures Trading Commission and the Securities and Exchange Commission. We have also been advising financial institutions throughout the EU on the impact on their businesses of the European Markets Infrastructure Regulation, the Regulation on short Selling and certain aspects of Credit Default Swaps and the new markets in Financial Instruments Directive II. mayer brown x 1

4 CLOs Mayer Brown s work in the CLO area began in 1988 with the groundbreaking FRENDS transaction a CLO of highly leveraged bank loans. Since then, Mayer Brown has represented clients in arbitrage and balance sheet, cash flow and market value, and funded and synthetic structures, with underlying collateral pools, ranging from bank loans, high-yield bonds, asset-backed securities, mortgage-backed securities, trust preferred, and similar securities, to distressed debt, emerging market debt and project finance debt. We have a broad client base representing sponsors, arrangers, collateral managers, investors, trustees and rating agencies and we are frequently engaged as overall transaction counsel. More recently many of our financial institutions and fund clients have retained us to perform risk assessment and diagnostic work for large portfolios of complex financial instruments and help analyse their exposure including: Key Facts Mayer Brown was named Structured Finance and Securitisation Team of the Year 2014, 2015 and 2016 by IFLR. In 2011 the Financial Times Innovative Lawyers survey highlighted our work for Barclays on one of the first collateralized commercial paper programs. In 2010 the Financial Times Innovative Lawyers survey named our financial services group as a stand out practice for its innovative representation of Citigroup and Morgan. The firm was appointed winner of Most innovative work by a law firm in the field of exchange traded or centrally cleared derivatives by Futures and Options World in Preparing reports for senior management based on analysis of dozens of CDOs for a major US banking institution acting as arranger, super senior investor, and CDS counterparty. Evaluating the exposure of several major European banks resulting from hundreds of CDO and CDS investments. Finally, over the past several years we have assisted major banks holding control positions in CDOs in default with liquidating the collateral underlying the CDOs. In these assignments, we have solved for documentation, litigation and competing party interests, as well as trustee concerns. Displays skill across a broad range of securitisation, structured finance and derivatives matters. Particular strength in sophisticated cross-border securitisations and OTC, structured and commodity derivatives. Skilfully leverages its UK and US expertise to attract mandates with transatlantic aspects. Chambers: Structured Finance and Derivatives 2 x CLOs

5 Our CLO experience includes representing: A leading US investment bank as asset swap provider on all of its European CLO 2.0s to date, involving the drafting and negotiation of template documentation with collateral managers, arrangers and rating agencies and advising on the impact of regulatory changes including the Volcker Rule, EMIR, Title VII of Dodd Frank, AIFMD and FATCA. The subordinated noteholder in the warehouse facility and subsequent Herbert Park B.V. CLO managed by GSO/ Blackstone, the largest European CLO of A British banking and insurance holding company as placement agent for a take-out collateralized loan obligation transaction. In addition, we represented the Co-Issuers on certain US law matters. An alternative investment fund as Collateral Manager in connection with a two tier $412,205,000 CLO. Traditional notes were issued at the Issuer level and a second tier of income notes were issued by a Subordinated Noteholder. An investment management firm. as Issuer, Neuberger Berman CLO XV, LLC as Co-Issuer, and Neuberger Berman Fixed Income LLC as Collateral Manager with respect to a CLO involving the sale of ten different classes of Notes valued at a total sum of U.S.$412,215,250. An alternative investment fund as Collateral Manager in a collateralized loan obligation securitisationfor $516.9 million. MJX Asset Management, as collateral manager, in a securitisation transaction for VENTURE XII CLO, Limited and VENTURE XII CLO, Corp. Mubadala GE Capital PJSC in its capacity as Collateral Manager in the secured credit facility to one of its joint venture subsidiaries with Wells Fargo Bank, National Association, as the Lender and Administrative Agent. An investment banking arm of an international bank as initial purchaser in a 144A/Reg S middle market CLO transaction for NewStar. An alternative investment fund in the issuance of $623 million in floating- and fixed-rate notes and subordinated notes in a CLO 2.0 transaction involving low leverage, a short re-investment period and a conservative portfolio profile. An investment management firm in the issuance of $415 million in senior secured floating rate notes, senior secured fixed rate notes, senior secured deferrable floating rate notes, and subordinated notes in a CLO 2.0 transaction. A UAE-based specialised commercial finance company in its capacity as collateral manager in the secured credit facility to one of its joint venture subsidiaries with an international US bank as the lender and administrative agent. An asset management company in connection with a $520,000,000 term 144a CLO transaction. A specialised asset management company in connection with a $425 million term 144A CLO transaction. An investment banking arm of an international bank as initial purchaser in a $250 million term middle market CLO transaction for a special purpose subsidiary. An alternative investment fund (in several capacities) as co-issuer and as collateral manager, in the issuance of $507 million of senior secured floating rate notes, secured deferrable floating rate notes and subordinated notes in a CLO 2.0 transaction. This firm provides great client service and is top of the field with regard to CLO knowledge Chambers: Structured Finance & Derivatives mayer brown x 3

6 Partner Profiles Chris Arnold Partner, London T: E: Dominic Griffiths Partner, London T: E: Chris Arnold is a partner in the Derivatives & Structured Products practice of the London office. Dual-qualified in English and New York law, Chris has more than a decade of experience across a broad range of capital markets and structured finance transactions, with a particular focus on derivatives and structured products. He has advised on numerous complex derivatives for leading market participants and has also been involved in many high-profile industry initiatives. Chris acts for the world s leading investment banks, as well as other financial institutions, end users, trustees, service providers and industry groups. His practice covers derivatives, repos, securities lending, structured securities and other risk transfer agreements linked to interest rates, foreign exchange, corporate and sovereign credit, equities, commodities, funds, insurance risks and strategic indices. He also advises institutions on European and US regulation of OTC derivatives markets and legal risk management, including situations involving distressed transactions. He is a regular speaker on derivatives documentation and regulation and has spoken at numerous conferences around the globe. Chris is a preeminent practitioner in the area of cash and synthetic structured credit products, including structured notes, CDOs and CLOs. Since the re-emergence of the European CLO 2.0 market in 2014, Chris has advised clients in various capacities on over half of all European CLO deals, acting principally for asset swap providers but also for arrangers, investors, warehouse providers and rating agencies. Prior to joining Mayer Brown in 2010, Chris worked in the London and New York offices of another large international law firm and spent six months on secondment to Goldman Sachs. Dominic Griffiths is a partner in Mayer Brown s London office and co-heads the global Finance practice. He represents financial institutions and companies across a broad spectrum of domestic and international financing transactions. His practice is particularly focused on structured finance and commercial and investment bank asset-based lending. Dominic has in-depth experience with regard to European and Trans-Atlantic cross-border secured loans and trade receivables financings. He has also worked on a significant number of matters for Italian banks and corporates and has historic experience of work on CLOs, including some of the first in Europe such as Duchess 1. The practice Dominic leads includes lawyers focussing on debt capital markets, derivatives, structured finance, asset based lending, asset finance, project and commodities finance, acquisition finance, restructuring, corporate and real estate finance. The team frequently works with colleagues in the firm s substantial corporate, real estate, insurance and litigation groups across the Americas, Europe and Asia. Dominic studied at Bristol University and The College of Law. He worked with law firms in London and Milan prior to joining Mayer Brown in A client states: He has a very good feel for what s going on in the market. What I like is that he s always willing to challenge the orthodoxy. Chambers Global 2015 is a Fearsomely cool-headed negotiator and gives straight answers to difficult questions Legal x CDOs and CLOs

7 David O Connor Partner, London T: E: d.oconnor@mayerbrown.com Richard Todd Partner, London T: E: rtodd@mayerbrown.com David O Connor is a structured finance and securitisation partner in Mayer Brown s London office. He has represented lenders, arrangers, servicers, borrowers and investors in numerous financing transactions and restructurings involving commercial real estate debt in Europe. He works closely with hedge funds, private equity funds and investment banks on CMBS, RMBS and covered bond transactions. He also advises on whole business securitisations, trade receivables securitisations, warehouse lines and loan portfolio sale transactions (both distressed and performing). Prior to joining Mayer Brown in 2013, David worked in the London and Tokyo offices of another major international law firm and also spent three years working as an investment banker in the European Commercial Real Estate Group at Deutsche Bank in London. Richard Todd is a partner in the Banking & Finance practice of the London office. He is an experienced structured finance lawyer who concentrates his practice on securitisations across a wide range of asset classes, including trade receivables, consumer loans, auto and equipment loans and leases and residential mortgage loans. In addition, Richard has recently acted for lenders and issuers in connection with the acquisition and subsequent securitisation of major loan portfolios from UKAR, including the Slate No. 1 and No. 2 RMBS transactions. Richard is listed as a leading individual in the field of securitisation in The Legal Leading individual Legal The technically brilliant David O Connor has a deep knowledge of the industry and the way the banking world works Chambers UK 2016 mayer brown x 5

8 Kevin Hawken Partner, London T: E: Ed Parker Partner, London T: E: Kevin Hawken is a securitisation and structured finance partner in Mayer Brown s London office. He has represented asset originators, programme sponsors, arrangers, liquidity and credit enhancement providers, and other participants in transactions involving a wide variety of asset types and structures. His cross-border securitisation experience includes transactions backed by auto loans and other consumer receivables, residential mortgage loans, corporate bonds and other securities, credit derivatives, equipment leases, trade receivables, future export receivables, and operating company revenues from countries in Asia, Europe, and Latin America. Kevin also has experience in debt restructurings and insolvency matters involving both corporate and structured finance borrowers. He also advises financial institutions on risk-based capital requirements and other regulatory issues affecting securitisation and structured finance. He joined Mayer Brown in 1989 and moved to the firm s London office in a great legal mind and one of the smartest lawyers in the City. Chambers UK 2016 Edmund Parker is global co-head of the Derivatives & Structured Products practice, and head of the firm s Banking & Finance practice in London. The Derivatives & Structured Products recently won European Law Firm of the Year, and was nominated for Global Law Firm of the Year, at the 2015 Global Capital Awards. He advises on complex OTC and structured credit, equity, fx and commodity derivatives (including emissions trading), as well as insurance and pensions-linked derivative structures. He advises on distressed derivatives, together with our litigators and insolvency specialists; as well as advising on central clearing issues and derivatives regulation, together with our regulatory team. Ed has strong structured finance/debt issuance skills in particular in relation to CLOs and hybrid structures. Consistently ranked as a key individual and receiving strong market praise from the legal directories, the most recent sources say that he enjoys a reputation as one of the City s leading lawyers. Clients appreciate his unrivalled breadth and depth of knowledge across all asset classes, and regard him as one of the lawyers who knows the most about derivatives - he wrote the book on them. (Chambers UK 2015). Ed has written extensively on derivatives matters. He is the industry s most widely published lawyer on the subject, with his views regularly sought by the press and on television. His written works include an acclaimed trilogy of derivatives books, consisting of, as sole author Credit Derivatives: Documenting and Understanding Credit Derivative Products, as sole editor Equity Derivatives: Documenting and Understanding Equity Derivative Products, and as co-editor Commodity Derivatives: Documenting and Understanding Commodity Derivative Products. He is currently finalising his new book, Credit Derivatives: Understanding and Working with the 2014 ISDA Credit Derivatives Definitions, which will be released in Ed is fluent in Spanish and is also a co-head of the firm s India practice. Ranked Band 1 Lawyer for Structured Finance and Derivatives (Chambers UK and Chambers Global 2016, 2015, 2014) 6 x CLOs

9 Andreas Lange Partner, Frankfurt T: E: Keith F. Oberkfell Partner, Charlotte T: E: Andreas Lange is a Partner in the Frankfurt office of Mayer Brown s Banking & Finance practice. He focuses on securitization, regulatory banking law, derivatives and debt financing. Andreas has done securitizations (with a focus on consumer securitization) since Since 2007 he has been involved in a number of regulatory projects in connection with bad banks, derivative regulation and funds law. He also gained substantial experience on CRR questions and restructuring. In 2006, he was seconded to the Chicago office and worked on structured products. Prior to joining Mayer Brown in 2004, Andreas worked as an attorney for a magic circle UK law firm in London and Frankfurt and for Deutsche Bank in Bonn. Keith Oberkfell focuses on securitization and other structured finance products, including CLOs and BDC facilities. He advises foreign and domestic financial institutions, hedge funds, private equity funds, initial purchasers, placement agents and issuers in private, public and Rule 144A/Regulation S transactions in securitizations of a wide range of asset types, including broadly syndicated and middle-market loans; residual interests; student loans; aircraft, container and other equipment loan and lease portfolios; credit card receivables; automobile loans and other financial assets. In addition, he has extensive experience in capital call subscription facilities and other esoteric asset classes. He also represents program sponsors with respect to a variety of commercial paper conduit structures. Keith is the Partner-in-Charge of the firm s Charlotte office. He has been ranked on his ability to handle cross-border work around the world in Chambers Global According to Chambers USA 2012, Keith is a quick thinker who finds business-friendly solutions. Previously, Chambers stated that Keith has a very robust understanding of the conduit product and in-depth knowledge of related laws (2008) and is experienced in the full range of asset securitizations, such as trade receivables, credit card receivables and auto loans ( ). a great guy and a pragmatic business attorney, according to impressed contacts. Chambers USA 2016 mayer brown x 7

10 Paul Forrester Partner, Chicago T: E: Barbara Goodstein Partner, New York T: E: Paul Forrester is a respected corporate finance and securities lawyer whose practice is especially focused on structured credit, including collateralized loan obligations, energy (including oil and gas, utilities, shipping, refinery and pipeline) financings and project development, and financing (especially concerning renewable energy, industrial, petrochemical, power and transportation projects and infrastructure). Chambers USA 2012 notes that Paul has etched out a niche for himself in renewable energy transactions and power project development. Chambers USA 2009 noted that Paul has a diverse expertise [which] encompasses a variety of derivatives, CLOs, CDOs and bond financing. Chambers USA recently described Paul as Outstanding... [he] has a practice split between CDOs, structured credit products and project finance. Clients praised his deep technical knowledge. An excellent understanding of where businessmen are coming from and a problem-solving attitude give Paul... a critical perspective, instilling in clients a high degree of confidence in him. He also produces great work every time. Legal stated that Paul is always looking for solutions, and generally finds them, and that Paul has established an interesting niche in securitized products within the environmental sector. The Legal Media Group s Expert Guide series recommends Paul as one of the world s leading lawyers in Project Finance. Prior to joining Mayer Brown in 1980, Paul was associated with a law firm based in Sydney, Australia. He served as Director of Bildakit Homes, an Australian enterprise, between 1986 and 1987, subsequently resuming his career with Mayer Brown later in Clients appreciate that he understands how changes impact our business, and is very commercially minded in his advice. Chambers USA 2016 Barbara M. Goodstein is a partner in the Global Finance practice of Mayer Brown s New York office. Barbara s experience consists of commercial and structured financing as well as restructuring of transactions for a wide range of asset types, including auto, trade, health care, timeshare and lease receivables, CDO s and CLO s, sports franchises, intellectual property, transportation equipment (including aircraft, aircraft engines, railcars and vessels), technology, medical, communications, office and construction equipment, and marine and inter-modal containers. She also has extensive debt workout and restructuring experience primarily representing senior creditors and syndicate groups, bondholders, and secured creditors both in and out of bankruptcy; foreclosures, DIP and exit financing; contested and consensual bankruptcy matters; and other financial and legal restructurings. Barbara is recognized in Chambers USA, Chambers Global, Legal 500 and SuperLawyers as a leading lawyer. Chambers USA notes that she is an expert in innovative restructuring and esoteric asset classes, such as timeshare, intellectual property and medical equipment. Barbara is a featured columnist for The New York Law Journal s Secured Transactions section, a Regent and Fellow of the American College of Commercial Finance Lawyers, and a member of the Board of Editors of the Uniform Commercial Code Law Journal (published by Thomson Reuters/West in coordination with Penn State University Dickinson School of Law) and of LJN s Equipment Leasing Newsletter (published by American Law Media). She previously served on the Board of Directors and Executive Committee of the Equipment Leasing and Finance Association (ELFA), the national trade association for the equipment finance industry, and is currently a member of ELFA s Legal Committee Subcommittee on Air, Rail and Marine. Barbara has been recognized as an outstanding lawyer by ELFA, having received ELFA s Legal Committee Edward A. Groobert Excellence in Leasing Award in Barbara also serves as a member of the Board of Trustees of the Port Chester-Rye Brook Public Library. 8 x CLOs

11 About Mayer Brown Mayer Brown is a global legal services provider advising clients across the Americas, Asia and Europe. Our geographic strength means we can offer local market knowledge combined with global reach. We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world s largest companies, including a significant proportion of the Fortune 100, FTSE 100, CAC 40, DAX, Hang Seng and Nikkei index companies and more than half of the world s largest banks. We provide legal services in areas such as banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory and enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management. Please visit for comprehensive contact information for all Mayer Brown offices. Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the Mayer Brown Practices ). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC ); Mayer Brown, a SELAS established in France; Mayer Brown Mexico, S.C., a sociedad civil formed under the laws of the State of Durango, Mexico; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. Mayer Brown and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions The Mayer Brown Practices. All rights reserved.

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