Leading Law Firms in US Securitization Industry Allen & Overy London Alston & Bird Atlanta Andrews Kurth Dallas Ashurst London Cadwalader Wickersham John Hwang 212-610-6395 David Krischer 212-610-6350 Gary Roth 212-210-9441 David Barbour 214-659-4444 William Gray 212-205-7010 Michael Gambro 212-504-6825 Stuart Goldstein 704-348-5258 The accompanying listing offers a rundown on the most active law firms in the U.S. securitization business. In most cases, the practices mentioned are the ones that claim top standings in Alert s league tables for issuer and underwriter counsel on asset- and mortgage-backed bond deals distributed in the States. Work on collateralized loan obligations also is included. However, some firms are included based on transactions that don t appear in the rankings including privately placed deals without ratings and structured offerings that don t technically qualify as securitizations. Left out are a number of practices whose structured-finance work is concentrated outside the market for new deals, such as those whose involvement is limited to fund-formation or investment-advisory assignments. Also excluded are firms without a presence in the U.S. For most firms, the listed contacts lead the securitization groups. The headcounts aren t limited to lawyers who work exclusively on structured finance, and may encompass attorneys who split time with other areas. However, the staff sizes are meant to exclude personnel who offer only occasional advice to the asset- and mortgage-backed bond teams, such as those specializing in tax or bankruptcy law. 10 Fields ample business despite small staff, with assignments including representation of Toyota on private placements of auto-loan deals in the U.S. Has been building a new business representing issuers of bonds backed by trade receivables and equipment cashflows. Started working on aircraft-lease deals as well, including issues for Turkish Airlines. Remains a leader in representing Canadian banks that sell SEC-registered covered bonds, including Bank of Montreal, RBC Capital and Toronto-Dominion Bank. Also represents Canadian banks, including CIBC, on credit-card deals distributed in the U.S. 12 Core source of business remains representing issuers of bonds backed by auto loans and leases, headlined by Consumer Portfolio Services and Honda. That business is complemented by trade-receivable and insurance-cashflow deals. Also has been appearing more often as an underwriter counsel, where recent assignments have included an autoloan transaction from SunTrust and a small-business loan offering from ReadyCap Lending. Continues to seek growth via residential and commercial mortgage deals. 7 Lost half its team to Alston & Bird in January, including partners Mark Harris and Patrick Sargent. With the reduced headcount, the practice has fielded fewer assignments on commercial mortgage and timeshare-loan deals. Its business, which emphasizes issuercounsel work, continues to be heavy on securitizations of aircraft leases, subprime auto loans and trade receivables. Also working on rental-home deals. 9 U.S. practice built during the credit crisis is prominent for its work on collateralized loan obligations, where its customers include underwriters BNP Paribas, Citigroup and Natixis. But the group took a hit when 10 lawyers left with about three-quarters of their clients in July. The remaining team, under William Gray, has been rebuilding since then. Its recruits include Eric Bothwell, who has worked at UBS, Goldman Sachs and Orrick Herrington, where he counted Gray as a colleague. Other areas of work include swaps and closed-end funds. Headcount doesn t include a 13-member practice in London that remains intact. 60 Gambro and Goldstein head practice that continues to diversify. Already a leader in commercial mortgage deals, the group also ranks first among firms representing collateralized loan obligation underwriters and second among those working with CLO issuers. Client mix in the asset-backed bond market leans toward underwriters, including those arranging deals underpinned by insurance-related receivables, equipment leases and rental-home cashflows. On the issuer side, represents Navient on student-loan deals and shops involved in marketplace loans, drug royalties and tax liens. ASSET-BACKED : September 25, 2015, 5 Marine View Plaza, Suite 400, Hoboken NJ 07030. 201-659-1700
2 Chapman & Cutler Cleary Gottlieb Washington Clifford Chance London Dechert Philadelphia Dentons DLA Piper Greenburg Traurig Miami Hunton & Williams Richmond, Va. John Hitt 312-845-2979 Joyce McCarty 202-974-1574 Paul St. Lawrence 202-974-1782 Steven Kolyer 212-878-8473 Malcolm Dorris 212-698-3519 Patrick Dolan 212-698-3555 Steven Kudenholdt 212-768-6847 Richard Reilly 212-335-4910 Mark Michigan 212-801-9200 Mike Nedzbala 704-378-4703 Tom Hiner 212-309-1302 40 Ranks among top-10 firms representing issuers, and often achieves that status as an underwriter counsel. Its issuer clients are weighted toward credit-card lenders, including Bank of America and Capital One. It also has worked on subprime auto loan offerings from Prestige Financial, and auto-loan and student-loan deals from SMB Funding. Other practice areas include equipment leases and tax liens. As underwriter counsel, mostly works on deals backed by credit cards, but also dealer-floorplan and student-loan transactions. 15 Emphasizes collateralized loan obligations, with a focus on representing underwriters including Bank of America, Citigroup, Credit Suisse and Goldman Sachs. Also represents a healthy stable of issuers, including Babson Capital, Hildene Capital and Life. Complements that work with assignments on re-remics, agency mortgage bonds and fixedincome derivatives. 30 Beefed up mortgage-securitization practice this year with the hiring of five lawyers from Bingham McCutchen, led by Robert Gross and William Cejudo. Recent areas of emphasis include marketplace-loan deals, where it is working on two issues, along with offerings backed by aircraft leases and whole-business cashflows. Also is active as an issuer and underwriter counsel for CLOs, where it has developed a new strategy to help issuers meet risk-retention requirements. London team remains most active in credit-card deals. 35 Added Andrew Potano and Sean Solis as partners in a practice that ranks around the top 10 both among issuer and underwriter counsel on asset- and mortgage-backed bond deals in the U.S. Also ranks first among firms representing CLO issuers. Clientele is heavy on subprime auto lenders, including Exeter Finance, First Investors and Flagship Credit. Has expanded into mortgage-related work, where its assignments included an issuer-counsel gig for rental-home company Progress Residential. Deals backed by trade receivables and healthcare-company loans round out the practice. 40 Hired Joshua Jordon in August as a partner in its capital-markets practice, assigning the former American Mortgage Consultants employee to a key regulatory-compliance role involving mortgage-banking and consumer-finance controls. Meanwhile, Dentons has begun to recover from a steep drop in securitization-related business that reflected its focus on the still-sluggish market for mortgage-related bonds. Indeed, it ranked third among underwriter counsel and eighth among issuer counsel at midyear. Much of that business still comes from the jumbo-mortgage bond market, however, along with rental-home deals and nonperforming-loan transactions. 15 team concentrates on collateralized loan obligations, with Goldman Sachs as its largest source of issuer-counsel assignments and Ares Management anchoring its issuer clients. A group in Boston, meanwhile, has long focused on uncommon asset classes including solar-energy receivables and catastrophic risk. They re now adding marketplace loans to that list. Headcount leaves out two dozen lawyers in Europe who are active in most major asset classes. 20 Tends to favor issuer-counsel assignments over those from underwriters. While its betterknown clients have included equipment lessor CNH Global and timeshare-resort operators Marriott and Starwood Vacation Ownership, the firm spends more time on under-the-radar private placements. They include deals backed by tax liens and Latin American cash advances. Still on the hunt for lawyers to expand into collateralized loan obligations and aircraft-lease bonds. 40 Growth effort has resulted in the additions of a dozen attorneys over the past year. Also has added to its core businesses, including work on securitizations of nonperforming and reperforming home loans, agency risk-transfer deals and bonds underpinned by mortgageservicer advances. Has expanded into small-business loan deals as well, and is pursuing a mix of marketplace-loan transactions. Recent assignments have included underwritercounsel gigs on Two Harbors jumbo-mortgage deals and issuer representation for rentalhome company Tricon American Homes. Also works on securitizations of tax liens, solarpower cashflows, auto loans and credit-card receivables.
3 Katten Muchin Kaye Scholer Kirkland & Ellis Kramer Levin Latham & Watkins Locke Lord Dallas Mayer Brown Milbank Tweed Morgan Lewis Howie Schickler 212-940-6391 Anna-Liza Harris 202-625-3635 Henry Morriello 212-836-7170 Kenneth Morrison 312-862-2347 Gilbert Liu 212-715-9460 Kevin Fingeret 212-906-1237 Keith Krasney 212-415-8507 Stuart Litwin 312-701-7373 Jon Van Gorp 312-701-7091 Jay Grushkin 212-530-5346 John Arnholz 202-373-6000 Reed Auerbach 212-705-7400 25 Howie Schickler was elevated to co-head of growing practice in July, alongside Anna-Liza Harris. Katten is entrenched as a one of the market s five busiest issuer counsel, weighting its business toward auto-loan deals. A key client there is Ford, which awards the firm work on all of its auto-loan, lease and dealer-floorplan securitizations in the U.S. Also represents General Motors Financial and subprime lenders Exeter Finance, Santander Consumer USA and Westlake Services. Making some headway in collateralized loan obligations and equipment-loan deals. 40 Has represented the underwriters of several marketplace-loan deals this year, and worked on warehouse facilities in the sector. Also picking up work from underwriters of rentalhome, railcar-lease and aircraft-lease securitizations, and working on about a half-dozen mortgage offerings. Often works with collateralized loan obligation issuers as well, along with deals backed by commercial mortgages. Headcount includes London staff. 25 Deep clientele among auto lenders reflected in top-five standing among issuer counsel, where it routinely works on prime-loan and dealer-floorplan offerings from Ally Financial, CarMax and World Omni. Also handles subprime-loan issues for Ally. Other work includes timeshare-loan deals. On issuer-counsel side, Kirkland leans on auto-related transactions as well. Group head Ken Morrison also is active counselor on regulatory matters. 10 Has seen particular growth as an underwriter counsel on securitizations of timeshare loans, which have become a main source of business. Also continues to represent issuers and underwriters of bonds backed by solar-panel leases and Property Assessed Clean Energy loans. Has been expanding into marketplace-loan transactions as well, reflecting a longstanding focus on less-common asset types. 22 Practice focuses on out-of-the-mainstream transactions, including those backed by cellulartower cashflows, automotive fleet leases and aircraft-related receivables. Lately, its emphasis on new or complex transactions has led it to pursue work on marketplace-loan deals. Also has been picking up collateralized loan obligation work from issuers including Ares Management, LCM Asset Management and Onex Credit. Most of the practice is in New York, Los Angeles and London. 15 Small practice added partner Evan Drutman in a bid to win more work on mortgage-bond deals, along with representation of trustees. Remains focused on securitizations of insurance- and energy-related receivables, including solar-panel cashflows. Works on small-business loan transactions as well. 100 Recently added 12 associates to an already-large staff that supports its ranking among the leading counsel to both issuers and underwriters of asset- and mortgage-backed bonds. A sampling of issuer-counsel clients includes auto lenders Hyundai, Nissan and Porsche, along with credit-card companies Discover, Synchrony Financial and World Financial Network. Deals backed by equipment loans, insurance-related receivables and student loans also are on the list, as is a growing presence in collateralized loan obligations and work on marketplace-loan and solar-panel lease issues. As underwriter counsel, business spans asset classes including auto loans, equipment leases and student loans. Is among the leading advisors on regulatory matters. 36 Collateralized loan obligations account for bulk of the firm s securitization work, with an emphasis on advising underwriters. Active in the U.S. and in Europe, where it has benefitted from an increased flow of deals. When working on other types of securitizations, the firm places an emphasis on uncommon transactions. 40 November merger with Bingham McCutchen resulted in a practice that ranks first in terms of assignments from both issuers and underwriters in the U.S. Also opened a London office in July to pursue a mix of work in Europe. Heavy deal volume on the issuer-counsel side reflects a focus on busy asset classes including prime-quality auto loans, where clients include Ford and Toyota. Works with Navient on student-loan deals as well. Mortgagerelated assignments include transactions from Citigroup and WinWater Home Mortgage. Other areas of coverage include collateralized loan obligations, along with offerings backed by dealer-floorplan loans and nonperforming mortgages.
4 Orrick Herrington Paul Hastings Paul Weiss Pillsbury Winthrop Schulte Roth Seward & Kissel Shearman & Sterling Sidley Austin Simpson Thacher Al Sawyers 212-506-5041 Scott Faga 202-551-1935 Eugene Ferrer 212-318-6148 Jordan Yarett 212-373-3126 Mark Lessard 212-858-1564 Paul Watterson 212-756-2563 Boris Ziser 212-756-2140 Greg Cioffi 212-574-1439 Bjorn Bjerke 212-848-7395 Edward Fine 212-839-5395 R.J. Carlson 212-839-6730 Laura Palma 212-455-7143 26 Fields a range of assignments as an issuer and underwriter counsel, with strong showings on both sides of the league table. On the issuer side, assignments include jumbo-mortgage deals from FirstKey Lending, Redwood Trust and Two Harbors, along with credit-card transactions from American Express and Barclays. Auto-loan and mortgage deals are prevalent among underwriter-counsel gigs. Additionally fields business involving collateralized loan obligations and securitizations of aircraft leases and tax liens. 25 Securitization work leans heavily on collateralized loan obligations. Is poised to boost that business with the recruitment of a 10-member team from Ashurst in August. Indeed, the firm has helped bring six CLOs to market in the month since they arrived, including deals from repeat underwriter clients Bank of America, Credit Suisse, J.P. Morgan and Morgan Stanley. Headcount also includes a broad securitization practice in London led by Charles Roberts and a mortgage warehousing and repurchase practice in under John Cahill. 15 Remains a leader in securitizations of whole-business cashflows, where Jordan Yarett is a well-known figure. In that asset class, clients this year have included Wendy s on the issuer side and Guggenheim Capital as underwriter for Dunkin Brands. The activity reflects a broader concentration on unusual deals, including offerings backed by tax liens, advertising revenues, alarm-company payments, franchise fees and drug royalties. Also has represented a few large collateralized loan obligation issuers. 8 Still hasn t replaced group head Jeffrey Stern, who jumped to rival Winston & Strawn in February. Instead of maintaining a formal securitization practice, it now is relying on individuals who focus on other areas but have experience in the market. They include transportation-asset specialists who work as issuer and underwriter counsel on securitizations of aircraft and railcar leases. Also dabbles in utility-fee deals. 20 Practice focused on collateralized loan obligations until August, when Boris Ziser and two colleagues arrived from Stroock & Stroock. That group, including partner Thomas Weinberger, concentrates on less-mainstream asset-backed bonds. Among them: offerings underpinned by timeshare loans, equipment leases, structured settlements and marketplace loans. Represents issuers and underwriters alike. On the CLO side, repeat clients include Fortress Investment and Prudential. 23 Practice broadly seeks to represent issuers and underwriters of auto-loan, aircraft-lease and equipment-lease securitizations, along with re-remic deals that stem from a pre-crisis focus on mortgage bonds. Also is among firms working on collateralized loan obligations, where its staff additions this year have included former Ashurst attorney Andy Robertson. Has seen a surge of inquiries from CLO issuers who need financing to retain stakes in their deals under the Dodd-Frank Act. Among them: THL Credit, which in June became the first to tap outside financing to keep a so-called vertical interest in one of its offerings. 20 Equipment-lease deals from John Deere remain near the top of the list of issuer-counsel assignments, although agency risk-transfer transactions from Freddie Mac are a growing portion of its business. Also active in other asset classes, especially less-common ones, and maintains a presence in collateralized loan obligations and commercial-paper conduits. Sometimes represents bookrunners of aircraft- and equipment-finance deals. 100 Remains a leader among firms representing both issuers and underwriters, with varied client base. Highlights of its business include assignments on deals backed by auto loans, equipment cashflows, mortgages, rental-home receivables and corporate loans. Notable issuer-counsel mandates recently have included offerings from Mercedes-Benz, American Homes 4 Rent and Colony American Homes. Gets a big boost on the underwriter side from banks leading Santander Consumer USA s subprime auto-loan deals, complementing a diverse flow of business. 7 Securitizations of auto loans, automotive fleet leases and intellectual-property cashflows make up much of the group s recent focus. Routinely appears as underwriter counsel on Mercedes-Benz s auto-loan deals, for example. Has been landing some issuer-counsel work on collateralized loan obligations as well. Also known for work on bonds backed by cellulartower leases and timeshare loans, among other offerings.
5 Skadden Arps Stradley Ronon Philadelphia Stroock & Stroock Walkers Cayman Islands Weil Gotshal White & Case Wilkie Farr Winston & Strawn Susan Curtis 212-735-2119 Richard Kadlick 212-735-2716 David Joseph 215-564-8090 Kevin Kundra 215-564-8183 Richard Fried 212-806-6047 Philip Paschalides 345-814-4675 Garry Ferguson 353-470-6659 Frank Nocco 212-310-8918 David Thatch 212-819-8342 David Katz 202-303-1149 Tom French 212-728-8124 M. David Galainena 312-558-7442 Jeffrey Stern 212-294-6710 24 Issuer-counsel practice is top-heavy with mandates on J.P. Morgan s credit-card bonds. Represented BlackRock in its debut marketplace-loan offering, and works on subprime auto-loan deals from Credit Acceptance Corp. As underwriter counsel, continues to bring in business on credit-card offerings from Bank of America and Capital One. Has been building up its collateralized loan obligation practice. 12 Longtime focus has been on mortgage-related transactions, where the team also keeps busy arranging whole-loan sales and setting up warehouse lines. A newer emphasis on collateralized loan obligations has been slow to develop but is starting to gain traction, particularly with managers. Also represents institutional buyers of securitized products. 10 Represents issuers of deals backed by equipment cashflows and timeshare loans, among other out-of-the-mainstream assets. On that side, recent clients have included North Mill Equipment Finance and Welk Resort Group. As an underwriter counsel, business spans deals backed by legal settlements, mortgages, student loans and timeshare loans, with Nelnet transactions representing a frequent source of business. Lost co-head Boris Ziser and partner Thomas Weinberger to Schulte Roth in August. 46 Has parlayed experience with collateralized debt obligations into a solid presence in collateralized loan obligations, where it favors issuer-counsel assignments. Repeat clients include Anchorage Capital, which engaged the firm to help assemble an unusual deal with a basket for high-yield bonds. Walkers, known for its work on a mix of offshore vehicles, also has been looking at asset classes including transportation-related receivables. Added one staffer this year and is preparing to bring in more. 28 A recent area of growth has been issuer-counsel work on collateralized loan obligations. That s on top of CLO-underwriter mandates. In other asset classes, represents Hertz on automotive fleet-lease deals and Security National Acceptance on subprime auto-loan issues, while working with underwriters on a mix of less-mainstream transactions. Headcount encompasses worldwide staff representing clients in Europe and Australia. 12 Global business thrives on collateralized loan obligations and less-common transactions. On the CLO side, clients include underwriting heavyweights Morgan Stanley and J.P. Morgan, along with the smaller GreensLedge Capital. Also represented Guggenheim Capital as underwriter of a whole-business offering from Wendy s this year. U.S. lawyers are split between and Miami, with teams in London and Singapore bringing the overall headcount to 40. 10 Work is concentrated among underwriters of less-common receivables, chiefly timeshare loans and whole-business cashflows. Unsecured consumer loans figure in as well. As issuer counsel, advised Insikt Ventures on its first securitization of marketplace-originated personal loans. Also advises on warehouse lines for consumer receivables, along with conduit financing and purchases of distressed asset-backed securities. 35 Addition of co-head Jeffrey Stern in February along with a dozen other partners and associates has fueled a growing practice. Issuer-counsel mandates on collateralized loan obligations have flowing from managers including American Capital Strategies, Neuberger Berman and THL Credit, complementing deals backed by aircraft leases and railcar leases. Also pursuing marketplace-loan assignments. As an underwriter counsel, work includes Renovate America offerings backed by Property Assessed Clean Energy loans.
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