Securitization Transactions

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					Securitization Transactions

        Loans and Leases Secured by Vehicles
         •	 Representation of Harley Davidson Financial, Inc. (Harley-Davidson’s 100 percent-owned
            finance subsidiary), as issuers counsel, in the securitization of motorcycle loans made to
            consumers by issuing $500 million in notes through a special purpose trust. All classes of
            notes issued in the transaction were eligible for financing under the Term Asset-Backed Loan
            Facility (TALF) funds established by the Federal Reserve Bank of New York.

         •	 Representation of Premier Auto Finance, Inc. (an indirect subsidiary of AON) in the
            structuring of their first S-3 registered transaction ($5 billion).

         •	 Representation of Premier Auto Finance, Inc. and the AON Corporation in the refinancing of
            their automobile loan and lease $2 billion conduit facility.

         •	 Representation of Harley-Davidson Financial, Inc. in more than $16 billion of publicly
            issued grantor and owner trust transactions backed by loans secured by Harley-Davidson
            motorcycles, including their Reg AB compliant shelf.

         •	 Representation of a major hedge fund in the structuring and purchase of subordinated
            participation interests in auction dealer floor plan loans.

         •	 Representation of UBS in a $150 million conduit transaction secured by Gehl farm equipment.

         •	 Representation of Harley-Davidson Financial, Inc. in the structuring and ongoing
            maintenance of an A-1 rated commercial paper program, the proceeds of which are utilized
            to provide floor financing for Harley-Davidson and Holiday Rambler dealers.

         •	 Representation of Textron Financial in their master indenture Dealer Floor Plan transaction
            sold in both the 144A term market and conduit market.



        Loans/Securities
         •	 Representation of Cananwill, Inc. and the AON Corporation in the $1.4 billion conduit
            securitization of their premium finance loan portfolio.

         •	 Representation of a major hedge fund in the structuring and purchase of senior and
            subordinated debt securities issued by an owner trust and secured by payday loans.

         •	 Representation of Bunge Limited., an international grain processor, in developing a Master
            Trust financing vehicle, which has issued more than $3 billion in private and public debt,
            $600 million of commercial paper, and has entered into more than $2 billion of credit
            facilities in the U.S. and Europe, including a $500 million syndicated revolving credit
            facility related to Bunge’s acquisition of Cereol SA, a French agribusiness company.

         •	 Representation of a major hedge fund in the purchase of CDO equity and senior debt
            secured by RMBS CDS.



                                                                             Attorney advertising materials
 •	 Representation of Newstar Financial in:

     » the purchase of subordinated notes secured by loans for cosmetic surgery and
       issued by an owner trust; and

     » the purchase of subordinated notes secured by loans to insurance brokers.

 •	 Representation of the issuer in connection with the creation of a $450 million McDonald’s
    franchisee loan program, funded by commercial paper, for Golden Managers Acceptance
    Corp. (“Golden MAC”), a subsidiary of System Capital Corporation.

 •	 Representation of ABN-AMRO Bank as sponsor in a $200 million export-import loan
    securitization.

 •	 Representation of one of the world’s largest finance companies in the structuring of a
    $95 million senior/subordinated grantor trust transaction securitizing unguaranteed
    portions of SBA loans.

 •	 Representation of Monex Credit Company in connection with the Concord Funding
    Corporation Master Trust, which securitized loans secured by precious metals.

 •	 Representation of Secondary Market Services, Inc. in the sale of $120 million of Libor-
    based notes backed by student loans. The transaction utilized an owner trust structure.

 •	 Representation of Golden Securities Corporation in connection with a $500 million
    term securitization of McDonald’s franchisee loans, consisting of $300 million of term
    notes and $200 million of auction rate notes, each supported by an insurance policy
    issued by Ambac.

 •	 Representation of 12 collateral managers in over $15 billion of CLO transactions.
    Representative collateral managers include GE Asset Management, Lehman Brothers
    Asset Management, Antares Capital, Pangea, and PPM of America.



Trade Receivables
 •	 Representation of Citigroup Capital Markets in an arbitrage MTN program utilizing trade
    receivables originated by Amsted Industries Incorporated.

 •	 Representation of Stone Receivables Corporation in connection with the creation of
    a $300 million master trust program issuing term notes and available funding notes
    supported by trade receivables.

 •	 Representation of Midland Paper in a $300 million trade receivable facility.

 •	 Representation of Tate & Lyle in a $175 million trade receivables conduit transaction.
    Representation of Temple-Inland Corporation in its $350 million paperboard trade
    receivables conduit transaction.

 •	 Representation of the Lear Corporation in the structuring of a $350 million conduit
    receivables purchase facility utilizing “big three” automobile manufacturer receivables.

 •	 Representation of a conduit of the nation’s largest finance company in:

     » a “two-step” true-sale transaction utilizing receivables from a landscaping company and

     » a combination trade receivable securitization and inventory financing.


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 •	 Representation of Chase Securities and The Chase Manhattan Bank in connection with
    a $170 million receivables facility with multi-conduit purchases for an automotive
    products company.

 •	 Representation of Bridgestone/Firestone in a $750 million trade receivables conduit facility.

 •	 Representation of Chase Securities and The Chase Manhattan Bank in connection with a
    $100 million rights-to-receive facility for a financier of restaurants, hotels, and resorts in
    connection with its purchase of assets from a competitor.

 •	 Representation of Waste Management, Inc. in the structuring of a $550 million trade
    receivables conduit purchase facility.

 •	 Representation of The Chase Manhattan Bank and Chase Securities Inc. in connection
    with the creation of a $100 million in-transit receivables facility for Mazda Motor of
    America through the Chase-sponsored PARCO conduit.

 •	 Representation of The Chase Manhattan Bank and Chase Securities Inc. in connection
    with a $170 million automobile parts receivables facility for Collins & Aikman Products
    Co. through the Chase-sponsored PARCO conduit.

 •	 Representation of Chase Securities Inc. in connection with the structuring of a $600
    million master trust facility funded by commercial paper and medium-term notes
    payable from receivables generated by a distributor of computer hardware and software.

 •	 Representation of the certificate purchasers in a master trust structure, which issued
    $120 million of certificates backed by various trade receivables from diverse industrial
    company originators owned by a Zell- controlled company.

 •	 Representation of the certificate holders in a master trust created for Specialty Foods
    Corporation structured to provide takeout financing for existing “LBO” debt.

 •	 Representation of the purchasers in the securitization of $150 million of AT&T license
    agreement receivables.

 •	 Representation of Chase Securities Inc. in connection with the structuring of a $150
    million commercial paper program for Supplier Managers Acceptance Corp., a funding
    corporation for McDonald’s trade receivables.

 •	 Representation of a commercial finance corporation in connection with the sale of
    receivables to Falcon Asset Securitization Corp.

 •	 Representation of Duff & Phelps Credit Rating Co. in the rating process of numerous
    trade receivables securitizations.



Leases
 •	 Representation of Relational Funding in a conduit transaction supported by computer leases.

 •	 Representation of System Capital Corporation and its various subsidiaries; System Capital
    provides securitized lease financing to McDonald’s Corporation and other participants in
    the McDonald’s system with respect to real estate and equipment. Approximately $1.8
    billion in commercial paper and rated MTNs are currently outstanding.




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 •	 Representation of one of the world’s largest finance companies in a $500 million owner
    trust variable funding certificate lease receivable conduit transaction.

 •	 Representation of Textron Financial in a conduit transaction supported by “E-Z Go” golf
    cart leases.

 •	 Representation of Newcourt Financial USA Inc. and AT&T Capital Corporation in the
    structuring of a $3.6 billion asset-backed shelf registration and the initial $1.1 billion
    takedown.

 •	 Representation of Wachovia Securities and Variable Funding Capital Corporation
    (“VFCC”) in a $1.1 billion transaction, which utilized a synthetic put structure, funded
    through VFCC, to create a second tranche of “money market” eligible securities.

 •	 Representation of one of the world’s largest finance companies in structuring its initial
    $275 million public lease securitization transaction and the three follow-up transactions
    aggregating $1.8 billion, all issued on Form S-1.

 •	 Representation of Newcourt Financial USA Inc. in its $550 million public term lease
    securitization.

 •	 Representation of Newcourt Financial USA Inc. in its $1.1 billion public term transaction.

 •	 Representation of Newcourt Financial USA Inc. and AT&T Capital in its $2.6 billion off-
    balance sheet warehouse facility utilizing lease receivables.

 •	 Representation of Salomon Brothers Inc and Morgan Stanley & Co. as underwriters in
    the $300 million SEC shelf registration of General American Transportation Corporation
    pass-through trust certificates (interests in rail car leveraged leases). This was the first
    SEC shelf registration of rail leveraged lease interests.

 •	 Representation of The Benham Companies, Inc. in the creation of a grantor trust
    structure to securitize the revenues under energy services agreements.



Credit Card Receivables
 •	 Representation of the certificate purchasers in a master trust program issuing $140
    million of certificates supported by private label credit card receivables utilized as
    “take-out” financing for LBO debt (SRI Receivables Master Trust).

 •	 Representation of Bridgestone/Firestone in a $750 million owner trust master indenture
    facility secured by credit card receivables.

 •	 Representation of Chase Securities Inc. in the placement of various securitizations of
    defaulted credit card receivables.

 •	 Representation of The Chase Manhattan Bank and Chase Securities Inc. in connection
    with the creation of a $50 million facility for the purchase of charged-off credit card
    receivables originated by Providian National Bank.




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International Structured Finance
 •	 Representation of the Lear Corporation in a $350 million factoring facility in Austria,
    France, Germany, and the Netherlands.

 •	 Representation of a joint venture financing vehicle which permitted two large
    agriculture companies to provide crop financing to Brazilian soybean farmers.

 •	 Representation of a global soybean processor in a joint venture, the funding of which
    was structured as a pre-export payment from an off-shore finance company to a
    Brazilian subsidiary formed for the purpose of making the advances to soybean farmers.

 •	 Representation of a client in a first of a kind back-to-back tax structure located in the
    Ukraine, Turkey, Canada, and Argentina tax jurisdictions, which provided the clients
    with $300 million of tax efficient working capital while legally defeasing the debt for
    accounting purposes.

 •	 Representation of JPMorgan Chase Bank, N.A., and its European affiliates, in the
    structuring and negotiation of over $600 million of medium term note and commercial
    paper issuances out of a master trust established for Vitol S.A., an international
    commodities trading company.

 •	 Representation of Deutsche Bank in the structuring of a $1.2 billion securitization
    of trade receivables and metals inventory on behalf of Glencore International AG, a
    commodities trading company based in Switzerland.

 •	 Representation of the Lear Corporation in the structuring of a $600 million Pan-
    European “off-balance” sheet securitization.

 •	 Representation of Harley-Davidson Financial, Inc. and Harley-Davidson Financial
    Europe in the structuring of a dealer floor plan warehouse facility and a dealer floor
    plan securitization structure.

 •	 Representation of Anagram Funding Corporation, Argos Funding Corporation, and
    Anagram Asset Management LLC in the structuring of a master indenture transaction
    utilizing Canadian trade receivables to support notes issued in the U.S. capital markets.

 •	 Representation of System Capital Corporation and Supplier MAC in connection with the
    purchase of Canadian trade receivables.



Commercial and Residential Mortgage Transactions
 •	 Representation of a major hedge fund in the purchase of net interest margin securities
    secured by RMBS.

 •	 Representation of one of the world’s largest finance companies in mortgage secured/
    SBA guaranteed transactions.

 •	 Representation of one of the world’s largest finance companies in a warehouse purchase
    facility and owner trust securitization for Bluegreen Corporation utilizing time share
    collateral.

 •	 Representation of CARS (a REIT specializing in automobile dealerships) in connection
    with a $325 million triple net lease note backed transaction.



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•	 Representation of Prudential Mortgage Capital Corporation as seller in a $1 billion
   multiseller REMIC.

•	 Representation of Chase Securities Inc. in securities law matters, documentation, and
   disclosure in connection with the Mall of America securitization that was placed with
   certain institutional investors.

•	 Representation of Hyatt Beachfront Resorts in the structuring and ultimate securitization
   of a $75 million loan made by CS First Boston.

•	 Representation of one of the world’s largest finance companies in the structuring and
   placement of a REMIC transaction that securitized “owner occupied” business loans
   secured by real estate.

•	 Representation of Prime Retail Inc. in the structuring and ultimate securitization of $485
   million of loans made by Nomura International and secured by Prime’s portfolio of
   factory outlet malls.

•	 Representation of HILMAC in the creation of a $150 million commercial paper funded
   facility that originates construction and long-term financing for hotels in the Hilton hotel
   system.

•	 Representation of CNL Commercial Finance, a leading real estate business loan finance
   company, in periodic Rule 144A term securitizations of its loan receivables.

•	 Representation of a residential mortgage warehouse lender in the commercial paper
   conduit securitization of short-term take-out loans to brokers backed by the originated
   mortgages.

•	 Representation of Business Loan Center in both a conduit and term transaction utilizing
   SBA unguaranteed loans.

•	 Representation of Kemper Insurance in the structuring of a $155 million Kemper
   commercial mortgage loan securitization senior/subordinated mortgage-backed
   transaction. This transaction involved a senior subordinated structure that accelerated
   payments to the senior tranche.

•	 Selected in 1996 as one of four firms to represent GNMA in its securitization program.

•	 Representation of the RTC in the disposition of over $6 billion of its tax-exempt
   structured financings. Our attorneys were involved in the structuring of defaulted
   mortgage-related assets that were financed with tax-exempt bond proceeds into saleable
   assets and the management and negotiation of bulk sales of mortgage-related assets to
   major institutional purchasers.

•	 Served as structuring counsel and counsel to the purchasers in connection with the
   sale of $35 million of Drury Inns mortgage-backed notes. A.G. Edwards and Ironwood
   Capital were placement agents. This transaction involved the use of a dual special
   purpose corporation structure and the securitization of a variety of hotel cash flows.

•	 Representation of the certificate purchasers in connection with the private placement
   of mortgage pass-through certificates by Builders Square Facility in Michigan. The
   transaction utilized a grantor trust structure with a lease guaranty from K-Mart.




                                                                                             6
 •	 Representation of the certificate purchasers in connection with a $63 million (Dial)
    REMIC transaction. The transaction involved the utilization of various notes restructured
    in a Carson Pirie Scott workout as a cash flow source for an A/B structure issued by a
    REMIC and credit support provided by a Dial lease guarantee outside of the REMIC.

 •	 Representation of the issuer (MorBank Financial Corporation) in connection with the
    issuance of more than 20 mortgage-backed financings aggregating over $1 billion of
    MorBanc Financial Corporation collateralized mortgage obligations.

 •	 Representation of one of the world’s largest finance companies in Bluegreen vacation
    ownership transaction.

 •	 Representation of one of the world’s largest finance companies in connection with the
    creation of a $125 million facility for the securitization of vacation ownership loans
    made to franchisees of Hilton Hotels Corporation.



Intangible Transition Property (stranded cost)
 •	 Representation of Goldman Sachs & Co. and the underwriter syndicate in ComEd’s
    securitization of $3.4 billion of intangible transition property (stranded cost) backed notes.



Non-Traditional Revenue Streams
 •	 Representation of Citigroup Global Markets in the structuring of litigation settlement bonds
    backed by a settlement between the Seminole Tribe of Florida and a major casino developer.

 •	 Representation of Wendy’s International in its whole business securitization.

 •	 Representation of Sirva, Inc. (successor to Allied Van Lines) in an “off balance sheet” conduit
    transaction utilizing its home equity, mortgage payoff, and final equity loan portfolio.

 •	 Representation of Credit Suisse First Boston in the issuance by Project Funding
    Corporation of $600 million in notes backed by a pool of project finance loans.

 •	 Representation of Bally Total Fitness Corporation in connection with the structuring and
    placement of master trust certificates payable from health club membership fees.

 •	 Representation of Trinity Industries Leasing Company in a $200 million warehouse
    securitization backed by its railcars and related operating leases.



Bankruptcy Workout/Debtor in Possession Financing
 •	 Representation of the note holders in the restructuring and bankruptcy settlement of
    $155 million of Days Inn Receivables Funding Corp. franchise receivables collateralized
    notes — one of the few times in capital markets history in which a “bankruptcy remote”
    subsidiary entered bankruptcy proceedings.

 •	 Representation of the note purchasers in connection with the purchase of $200 million
    of Camelback Funding Corporation credit card backed notes (Carter Hawley Hale
    Stores). This matter involved the development of a DIP credit card structure.

 •	 Representation of the note purchasers in connection with the purchase of $300 million
    of Diamond Funding Corp. credit card backed notes (Zale Stores).

                                                                                                 7
Medium-Term Note Issues
 •	 Representation of Harley-Davidson Financial in the establishment of a 144A/Reg S
    medium-term note program and takedowns of $7 billion. The notes were issued by
    Harley-Davidson Funding Corp. and guaranteed by Harley-Davidson Financial Services
    and Harley- Davidson Credit Corp. Credit was provided by Harley-Davidson, Inc. in
    the form of a keepwell.

 •	 Representation of AT&T Capital in the structuring of its $5 billion public medium-term
    note program utilized in funding its securitizable receivables.

 •	 Representation of the servicer of certain asset-backed medium-term note programs. This
    representation involved discussions with rating agencies with respect to debt/equity
    analysis for medium-term note programs.



Leveraged Leases
 •	 Representation of the equity investors in several leveraged lease securitization structures
    involving securitization debt backed by auto leases and railcars.

 •	 Representation of the underwriter (Kidder, Peabody & Co. Incorporated) in connection
    with the sale of $44.9 million of The Atchison, Topeka, and Santa Fe Railway Company
    equipment trust certificates.




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                                Practice Areas

                                Advertising                                        International Arbitration

                                Antitrust                                          Labor and Employment Relations

                                Appellate and Critical Motions                     Lease Finance

                                Banking                                            Litigation

                                Corporate Governance                               Maritime

                                Corporate Internal Investigations                  Mergers and Acquisitions

                                Corporate Lending                                  Privacy and Security

                                e-Discovery and Electronic Information             Private Equity

                                Employee Benefits and Executive                    Product Liability
                                Compensation
                                                                                   Public Finance
                                Energy, Project Development and Finance
                                                                                   Real Estate
                                Environmental
                                                                                   Restructuring and Insolvency
                                Financial Services
                                                                                   Securities
                                Government Contracts
                                                                                   Securitization
                                Governmental Relations
                                and Regulatory Affairs                             Tax

                                Health Care                                        Trusts and Estates

                                Intellectual Property                              White-Collar Criminal Defense




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