Willkie represents some of the world’s largest companies and financial institutions in asset-backed commercial paper conduit programs, asset-backed securitizations and commercial mortgage securitizations.  We represent issuers, underwriters and institutional investors in public, Rule 144A and negotiated private placement securitizations in the United States and abroad.  We have experience in virtually every structure and related issue including REMICs, grantor trusts, owner trusts, debt-for-tax, use of swaps and other hedges, synthetic transactions, true sale, and non-consolidation treatment and accounting treatment of transactions.  We also represent issuers, purchasers and institutional investors in connection with the workout of distressed securitization transactions.

Commercial Paper Conduits

We represent sponsors in the creation and operation of domestic and foreign asset-backed commercial paper (ABCP) conduit programs and ABCP programs in connection with the acquisition of assets.  We have experience in structuring multi-seller conduits, multi-currency conduits (domestic and offshore), secured liquidity notes and conduits for Fin. 46 compliance.  We also regularly represent borrowers that acquire funding from ABCP programs. 

Notable Representations

• $20 billion Multi-Currency Asset-Backed Commercial Paper Conduit supported by Credit Default Swaps (2006).  (Issuer/Conduit Counsel)
  
  
• $10 billion Asset-Backed Secured Liquidity Note Facility (2003).  (Issuer/Conduit Counsel)
  
  
• $5 billion Asset-Backed Commercial Paper Conduit Euro Facility (2000).  (Issuer/Conduit Counsel)
  
  
• $5 billion Asset-Backed Commercial Paper Conduit (1999). (Issuer/Conduit Counsel)

Asset-Backed Securities

We represent issuers, underwriters and institutional investors in over $20 billion of asset-backed securities transactions across every major asset class and many unique asset classes.  We specialize in innovative transactions and emerging asset classes and have structured and documented many unique transactions including ones related to music royalties and other intellectual property, taxi medallion loans, telecommunications equipment receivables, life insurance policies, tobacco settlements, CLO, CBO and CDOs, and other assets.

Commercial Mortgage Securities

We have represented borrowers, issuers, underwriters and subordinated debt investors in over $29 billion of commercial mortgage securitizations in the United States and Canada. We served as issuer’s counsel in the $3 billion groundbreaking First Union-Lehman Brothers-Bank of America commercial mortgage securitization.  We helped establish the first Canadian commercial mortgage conduit, represented the issuer in the first Canadian commercial mortgage securitization and regularly serve as special U.S. counsel to Canadian commercial mortgage securitizations.  In conjunction with our Real Estate Department, we represent issuers, borrowers and subordinated investors in large loan securitizations.

• U.S. Conduit Programs
  
  
• Canadian Conduit Programs
  
  
• Single Property Transactions
  
  
• Single Borrower Transactions

Securitization Workouts

In conjunction with our Business Reorganization & Restructuring Department, we have represented issuers, purchasers and institutional investors in the workout of distressed securitization transactions including distressed CDOs, a multi-billion dollar consumer finance company, a rental car master trust, leveraged aircraft lease financings and franchise loans.