Leading Law Firms in US Securitization Industry 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 typically claim top standings in Alert s league tables for issuer and underwriter counsel on asset- and mortgage-backed bond deals distributed in the States. In some instances, however, firms are included based on transactions that don t appear in the rankings including privately placed deals without ratings, collateralized loan obligations and structured offerings that don t technically qualify as securitizations. Left out of the listing 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. Allen & Overy London Alston & Bird Atlanta Andrews Kurth Dallas Bingham McCutchen Boston Cadwalader Wickersham John Hwang 212-610-6395 David Krischer 212-610-6350 Gary Roth 212-210-9441 David Barbour 214-659-4444 John Arnholz 202-373-6000 Reed Auerbach 212-705-7400 Michael Gambro 212-504-6825 Stuart Goldstein 704-348-5258 10 Hwang and Krischer took over this year after Lawton Camp left for Kaye Scholer. Representation of J.P. Morgan as manager of the bank s own credit-card bonds helps explain how the firm maintains a top-10 standing among underwriter counsel with such a small staff. The practice s reach extends to Europe, where its work this year included representing Ally Bank on a prime-quality auto loan deal. Also is a leader in representing Canadian banks that sell SEC-registered covered bonds, including Bank of Montreal, RBC and Toronto-Dominion Bank. 12 Still working to bring in new blood in and Los Angeles after the arrival of six partners from Dentons last year didn t lead to the anticipated increase in workflow. The hope is to move beyond current practice representing issuers of bonds backed by auto loans, trade receivables and insurance-related cashflows. The firm continues to push for assignments on residential and commercial mortgage deals, for example. 15 Headcount reflects additions of five attorneys to a team that has supplemented its breadand-butter commercial-mortgage deals with issuer-counsel assignments on securitizations of aircraft leases, timeshare loans and trade receivables. This year worked on two subprime auto-loan issues for Consumer Portfolio Services, and is representing market newcomer Sierra Credit in the asset class. Also continues to counsel Monex on deals backed by margin loans and counts DBRS as a client. 32 Despite some staff exits, remains the top firm serving as underwriter counsel and ranks as one of the busiest shops representing issuers. Major sources of underwriter work include deals backed by prime-quality auto loans from Ford, Honda and Hyundai, along with mortgage offerings from Citigroup and J.P. Morgan. As issuer counsel, gets a big boost from student-loan offerings from Navient Funding. Also ventures into some smaller asset classes, and has a presence in CLOs. 60 Gambro heads capital-markets practice alongside Goldstein, who stepped up when Patrick Quinn was elevated to managing partner. Often works for issuers and underwriters of bonds backed by student loans and insurance-related receivables, with aircraft leases, equipment leases and farm-royalty deals in the mix. Group additionally remains entrenched in CLOs as issuer and underwriter counsel. Also has been planning to build on commercial-mortgage presence by moving more into residential offerings, where it has fielded issuer-counsel work on Freddie Mac s Stacr bonds. ASSET-BACKED : September 26, 2014, 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 Greenberg Traurig Miami Hunton & Williams Richmond, Va. Katten Muchin 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 Kevin Buckley 804-788-8616 Mike Nedzbala 704-378-4703 Chris DiAngelo 212-940-6452 Anna-Liza Harris 202-625-3635 40 Transaction count continues to grow, especially as issuer counsel but as underwriter counsel as well. Areas of expertise include credit-card deals, where clients include Bank of America, Capital One, Discover and World Financial Network. Continues to work with auto lender Prestige Financial. Additional asset classes where the firm is working on offerings include equipment leases, student loans and tax liens. 15 Emphasizes CLOs, reflecting work by McCarty that dates back to the early days of the market. The firm s strength in that area is as an underwriter counsel, with clients including Bank of America, Citigroup, Credit Suisse and Goldman Sachs. Also represents a healthy stable of issuers, including Babson Capital, CVC Credit and Invesco. Complements that work with assignments on re-remics, agency mortgage bonds and fixed-income derivatives. 23 Global practice added a few lawyers to its U.S. team this year. Emphasizes complex and often under-the-radar transactions, including issuer and underwriter counsel work in the CLO market. Has been increasingly busy with life-settlement and peer-to-peer transactions, on top of usual commercial mortgage activity. 30 Five new attorneys have reinforced a team that ranks as a top-five underwriter counsel and top-10 issuer counsel. Now working with subprime auto lenders Global Lending Services and Skopos Financial, along with existing clients Exeter Finance, General Motors Financial and Santander Consumer USA. Has large and growing CLO presence. Ralph Mazzeo is preparing a push for mortgage-related work. In less-mainstream asset classes, activity includes bonds backed by trade receivables and healthcare-provider loans. 40 With the market for bread-and-butter mortgage-bond deals stagnant, the firm is looking for growth in other asset classes. In the meantime, it has suffered a steep drop in league-table credit. As both an issuer and underwriter counsel, its first-half tally of assignments on asset- and mortgage-backed bond deals in the U.S. fell by about half from a year earlier. But the firm still ranked as the fifth-busiest underwriter counsel and ninth busiest issuer counsel, and stands to benefit from a predicted late-year surge of mortgage securitizations. The relationships it has preserved in that sector include Credit Suisse s issuing program. 15 DLA s team has been concentrating on CLOs, with underwriter clients including Goldman Sachs and Ares Management anchoring issuer roster. Colleagues in Boston have long focused on uncommon assets, where they are pressing into deals backed by peer-topeer loans and solar-energy receivables. 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 better-known clients have included equipment lessor CNH Global and timeshare lender Starwood Vacation Ownership, the firm spends more time on under-the-radar private placements. Recently worked on a tax-lien deal, for example, and is working with financial institutions seeking to securitize credit-card payments that merchants in Latin America have pledged against capital advances. Looking for lawyers who could help it expand into CLOs and aircraft-lease bonds. 29 Growing practice represents a variety of issuers and underwriters, with an emphasis on mortgage products. In the home-loan sector, issuer assignments include jumbo-loan bonds from Everbank, with underwriter tasks coming on Shellpoint Partners offerings. Working on nonperforming and reperforming mortgage deals as well. Also on the list: represents underwriters of subprime auto-loan bonds from First Investors and Security National, along with servicer-advance offerings from Nationstar Mortgage and New Residential Investment. On top of that, is busy with agency risk-transfer transactions and solar-energy deals. 25 Sits near the top of the league table for firms representing issuers, well ahead of its underwritercounsel ranking. Much of that business comes in the form of prime auto-loan and dealerfloorplan offerings from Ford, General Motors Financial and Nissan, along with a host of subprime-loan deals. Hired Stuart Herman from Kaye Scholer to oversee work on securitizations of aircraft-related assets. The firm also is chasing more CLOs, along with mandates in lessmainstream areas including equipment leases, timeshare loans and trade receivables. Closely tied to the Structured Finance Industry Group, which it advises on regulatory matters.
3 Kaye Scholer Kirkland & Ellis Kramer Levin Latham & Watkins Locke Lord Dallas Mayer Brown Milbank Tweed Orrick Herrington Paul Weiss Pillsbury Winthrop Seward & Kissel 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 Al Sawyers 212-506-5041 Jordan Yarett 212-373-3126 Jeffry Stern 212-858-1110 Greg Cioffi 212-574-1439 37 In April hired Lawton Camp, who had been securitization chief at rival Allen & Overy, as cohead of CLOs alongside Dan Hartnett. Also added London-based partners Phil Perrotta and Sid Rajagopal to enhance an already-active team focusing on aircraft finance. Other practice areas include single-family rental deals. Draws much of its business from longstanding banking relationships, as well as its global regulatory practice. Staff excludes 27 lawyers outside the U.S. 25 Top-five standing among issuer counsel is supported by deals backed by auto loans and dealer-floorplan credits, where the firm s clients include Ally Financial and CarMax. Also represents underwriters of deals backed by auto, equipment and timeshare loans. 10 Focus on less-common asset types has broadened to include representation of issuers and underwriters of bonds backed by Energy Saving Performance Contracts and loans to pharmaceutical developers. Another rarity: Assisted Barclays on a collateralized fund obligation in June. Working on bonds backed by solar-panel leases and Property Assessed Clean Energy loans, as well as servicer advances, subprime auto loans and timeshare loans. 22 Practice focused on less-mainstream transactions, including those backed by cellular-tower cashflows, automotive-fleet cashflows and aircraft-related receivables. Just this month represented American Airlines on a deal. Also working on peer-to-peer loan deals and CLOs, reflecting firm s reputation for diving into new or complex areas of the market. Among more traditional assignments, a unit represents Discover on credit-card offerings. Most of the practice is in, Los Angeles and London. 15 Continues to emphasize insurance- and energy-related receivables, where the practice has been looking for work on deals backed by solar-panel cashflows. Also has been broadening into mortgages and small business loans. Clients include cell-tower operators InSite Wireless and Unison Site Management. 100 Remains one of the busiest practices in the business under Litwin and Van Gorp, ranking as a leading counsel both to issuers and underwriters of asset- and mortgage-backed bonds in the U.S. Balanced client list includes parties involved in deals backed by auto loans, creditcard accounts and most other receivables, supplemented with a sizeable CLO presence. Carol Hitselberger is the firm s leading advisor on regulatory matters. 36 CLOs account for bulk of the firm s securitization work, with an emphasis on advising underwriters. Has been expanding in that area, aided by the addition a year ago of derivatives attorney John Williams from Allen & Overy. Other types of securitizations are on the menu as well, especially uncommon ones. Headcount includes London group. 26 Sawyers oversees a structured-finance practice with a global presence, fielding a range of assignments to rank in the top 10 both as issuer and underwriter counsel. Issuer assignments include credit-card deals from American Express and mortgage offerings from Redwood Trust and Two Harbours Investment. Underwriter-counsel assignments include auto-loan offerings from Nissan and mortgage deals from Credit Suisse. Also has been working on CLOs, with aircraft leases and timeshare loans in the mix as well. 15 Spiced up issuer-counsel business with a mix of assignments including a whole-business deal from Hooters and CLOs from Oak Hill Advisors and Oaktree Capital. Among underwriters, worked on a few tax-lien transactions and represented Barclays on a film-royalty deal from Miramax. Unusual securitizations have been a staple, including offerings backed by advertising revenues, alarm-company payments, franchise fees and drug royalties. 10 Growing unit works mostly on privately placed deals. Has worked as issuer counsel on offerings backed by utility fees and equipment leases, along with CLOs. On underwriting side, aircraft-lease deals have been a main source of activity. The firm has been scoping out potential mergers, but is waiting until it finds the ideal partner. 15 Had fielded assignments from issuers and underwriters of auto-loan, aircraft-finance and equipment-lease securitizations, in addition to re-remic deals that stem from pre-crisis focus on mortgage securitizations. Like others, placing more emphasis on CLOs, where it is picking up work from underwriters, issuers, investors and trustees. Represented Citigroup this year as arranger of a deal backed by cell-phone payments that borrows from commercial-paper conduit techniques. And worked on a conduit that funds repurchase agreements.
4 Shearman & Sterling Sidley Austin Simpson Thacher Skadden Arps Stradley Ronon Philadelphia Stroock & Stroock Walkers Cayman Islands Weil Gotshal White & Case Bjorn Bjerke 212-848-7395 Edward Fine 212-839-5395 Laura Palma 212-455-7143 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 Boris Sizer 212-806-7002 Philip Paschalides 345-814-4675 Garry Ferguson 353-470-6659 Frank Nocco 212-310-8918 John Donovan 212-819-8530 20 Highest-profile tasks remain issuer-counsel assignments from auto lender Huntington National and equipment giant John Deere. Also maintains a presence in whole-business cashflows and royalty payments, complemented by ongoing work on CLOs and commercialpaper conduits. Although less active with underwriters, it does represent bookrunners of aircraft- and equipment-finance deals. For example, has worked with underwriters of bonds from American Airlines, Delta Air Lines and JetBlue. 100 Always near the top of the league tables for firms representing both issuers and underwriters, Sidley maintains one of the largest staffs in the business. Its vast client base is heavy on underwriters of auto-loan securitizations, including managers of deals from CarMax, Ford and Porsche. Notable work of late also included representing Blackstone unit Invitation Homes on a deal backed by single-family rental payments. Worked with underwriters of WinWater mortgage offering as well, while advising Citigroup both as an MBS issuer and underwriter. Catastrophe bonds and securitizations of equipment leases and mortgage-servicer advances also are in the tally. 7 With Palma entrenched as its leader, the practice remains particularly active in deals backed by cellular-tower leases. Clients there include issuers Global Tower and Wireless Capital. Also acted as issuer counsel this year for timeshare lender Hilton Grand Vacations. Auto loans, automotive fleet leases and intellectual-property cashflows make up much of the firm s recent focus. 24 A sampling of busy issuer-counsel practice s business includes credit-card bonds from J.P. Morgan, prime auto-loan securities from Mitsubishi and subprime-auto deals from Credit Acceptance Corp. Also ranks in the top 10 as an underwriter counsel, where its accounts include managers of credit-card offerings from Bank of America and Capital One. Like others, is building larger presence in CLOs. 12 Longtime focus has been on mortgage-related transactions. Recently has been adding emphasis to CLO-issuer assignments, where it could benefit from the opening of a office this year. Aside from transaction-related work, has been advising on efforts by bond insurers to curb losses and aiding in mortgage-settlement negotiations. 12 Zeroes in on deals backed by out-of-the-mainstream assets, including equipment leases, life settlements, lottery winnings and timeshare loans, more often for underwriters than issuers. Represented managers of a J.G. Wentworth deal this year, for example. Also advised underwriters of a few student-loan offerings from Nelnet. Other asset classes where it has been lining up clients: catastrophe bonds and cellular-tower leases. 45 Offshore specialist has parlayed experience in CDO market into a solid presence in CLOs, where it favors issuer-counsel assignments over underwriter work. Clients have included Anchorage Capital and Carlyle Group. Looking at other asset classes as well, including transportation-related receivables. Has added five staffers in the past year, some of whom work with Asia-based investors from Hong Kong. 28 Served as underwriter counsel on personal-loan securitizations from One Main Financial and Springleaf Financial. Also representing subprime auto lender Security National Acceptance. Elsewhere, continues to work with issuers and underwriters of deals backed by rental-car receivables and other less-mainstream assets, along with CLOs. Headcount represents worldwide staff. 12 Activity spans a range of asset classes, with a global presence that allows the firm to advise clients on regulations and deal structures worldwide. Has seen much of its recent business come from issuers and underwriters of CLOs, with bookrunning clients including Bank of America and Morgan Stanley. Headcount represents a U.S. practice split between and Miami, as part of a worldwide team of nearly 40.
5 Wilkie Farr Winston & Strawn David Katz 202-303-1149 Tom French 212-728-8124 M. David Galainena 312-558-7442 10 Works most often with underwriters, mixing deals backed by less-common receivables like timeshare loans and whole-business cashflows with those involving mainstream assets such as credit-card receivables and subprime auto loans. Unsecured consumer loans figure in as well. Also advises on warehouse lines involving consumer receivables and acquisitions of distressed asset-backed securities, along with conduit financing. Boosted headcount in recent years with additions from Orrick Herrington and Dewey Ballantine. 12 Emphasizes issuer-counsel mandates, with clients including Harley-Davidson, Nissan and subprime auto lender Flagship Credit. Also represents a number of CLO managers, including American Capital Strategies and Kramer Van Kirk Credit. Advised bookrunner Deutsche Bank on debut securitization of Property Assessed Clean Energy loans.
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