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Structured Finance and Asset Securitization

Seward & Kissel is nationally and internationally recognized as a leading firm in the areas of securitization and structured finance.  We represent the full range of participants in the structured finance industry, including domestic and foreign banks, issuers, trust companies, investment banks, managers, servicers, broker-dealers and insurance companies in connection with a broad range of secured and unsecured, asset-based, market value and cash flow transactions, including:

• Asset-Backed Commercial Paper and Term Debt Transactions
• Commercial Paper Conduit Transactions
• CLO and CDO Transactions, including Synthetic Transactions
• Commercial Lending, including Syndicated Revolving Credit and Term Loan Facilities and Letter of Credit Facilities
• Public and Private Offerings of Pass Through and Pay Through Securities
• Project Finance
• Synthetic and Structured Derivatives Products

Seward & Kissel has substantial experience in transforming ideas into workable financing structures and adapting existing techniques to new situations.  We work closely with our clients and the rating agencies, regulatory authorities and accounting firms to facilitate market acceptance of new and emerging financing structures and asset classes.

Seward & Kissel has been a global leader in the asset securitization industry since the inception of the industry more than 25 years ago.

Our clients participate in all aspects of the securitization industry, which affords us a broad knowledge of the industry and a thorough understanding of the positions and needs of its participants.

The depth of our securitization experience and the breadth of our knowledge regarding a wide range of asset types enable us to provide our clients with the assistance they require to successfully and efficiently structure and document complex transactions and to address the relevant legal, tax, accounting, ERISA, regulatory, rating agency and financial considerations.

Our expertise extends to all areas of legal practice associated with the issuance of asset-backed securities, including corporate, securities, insurance, banking, bankruptcy, real estate, tax and derivatives.

Experience

We represent and advise issuers, underwriters, placement agents, dealers, trustees, issuing agents, servicers, sponsors, first loss providers, liquidity providers, monoline insurance companies and other credit enhancers and managers and other service providers in connection with a broad range of asset types and all types of asset-backed transactions, including:

• Establishing commercial paper conduits as well as stand-alone asset-backed commercial paper programs
• Establishing collateralized loan obligations (CLO) and collateralized debt obligations (CDO) facilities, including arbitrage, balance sheet, cash flow, market value, funded and synthetic structures
• Rule 144A offerings and Regulation S offerings
• Effecting the purchase by or pledge to commercial paper conduits of a wide variety of asset types, including trade receivables, portfolios of funds and investment companies, credit card receivables, equipment lease receivables, loan assets, motor vehicle lease receivables, retail installment contracts, unfunded capital commitments, mortgage loans, asset-backed securities, mutual fund distribution fees, equity securities, motion picture and television broadcast rights receivables and lottery receivables
• Drafting and negotiating revolving loan commitments, letters of credit, surety bonds, credit default swaps and other forms of first loss protection, liquidity support and credit enhancement to support various types of asset-based financings
• Establishing “life settlement” securitization facilities pursuant to which portfolios of life insurance policies support issued securities or debt
• Representing financial institutions in connection with acquisition and warehousing of assets for subsequent securitization
• Establishing market value securitization programs which issue commercial paper and medium-term notes in the United States and European markets as well as multiple classes of term debt, including structured investment vehicles (SIVs)
• In-court and out-of-court restructurings and reorganizations in connection with various defaults and workout situations in respect of asset-backed securities transactions
• Representing participants in the primary, secondary and distressed debt markets in the acquisition, disposition and restructuring of asset backed securities of all types

Innovation

An essential part of our asset securitization practice is our active role in extending the application of asset securitization to new structuring techniques and emerging asset types.

Seward & Kissel has substantial experience in transforming new ideas into workable financing vehicles and adapting existing techniques to new situations.  We work closely with our clients and the rating agencies, regulatory authorities and accounting firms to facilitate market acceptance of new and emerging financing structures and asset classes.

We have a long history of developing innovative structures in the asset securitization area, beginning in 1979 with the establishment of some of the earliest transactions which utilized bankruptcy remote special purpose vehicles after the passage of the Bankruptcy Reform Act of 1978.  We also structured the very first transaction involving the securitization of mutual fund distribution fees and were instrumental in developing some of the earliest asset-backed commercial paper programs and “loan-backed” match funded commercial paper program facilities.

In addition, we were on the forefront of numerous innovations relating to mortgage warehouse facilities, structured investment vehicles (SIVs) and commercial paper conduit financings. We have also participated in securities offerings backed by music royalties or “Bowie Bonds.”