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New Developments in Securitization 2015


Speaker(s): Andrew M. Faulkner, Chris Gavin, Chris DiAngelo, Ellen L. Marks, Gregg S. Jubin, Joyce E. McCarty, Lawrence D. Rubenstein, Michael L. Urschel, Michelle Stasny, Myongsu Kong, Preetha P. Gist, Ryan D. McNaughton, Stephen S. Kudenholdt, Stuart M. Litwin, Susan A. McCarter
Recorded on: Dec. 10, 2015
PLI Program #: 57174

Michelle Stasny is a Special Counsel in the Office of Structured Finance in the Division of Corporation Finance of the Securities and Exchange Commission.  Among other things, OSF reviews asset-backed securities disclosure documents and is also primarily responsible for drafting releases, answering questions, and providing interpretive advice related to asset-backed securities.  As Special Counsel, Ms. Stasny has been involved in the drafting of several Commission releases, including 2014 releases relating to Regulation AB and nationally recognized statistical rating organizations.  Ms. Stasny was previously an associate in the Banking and Finance group at Jones Day.  She received her law degree from Duke University School of Law, earned her M.S. from Duke University and earned her B.S. from Penn State University.


Susan is a Capital Markets Senior Counsel for Wells Fargo & Company.  Her responsibilities include covering all legal matters involving the CLO desk, various structured finance lending groups including the Corporate Debt Finance Group and the Subscription Finance Group, and certain areas of Principal Investing.  Susan has over 15 years of legal experience in securitization.  Previously, she was a lawyer at Cadwalader, Wickersham & Taft LLP.  Susan received a B.A. degree from the University of New Hampshire and a J.D. degree from New York Law School.


Andrew M. Faulkner has represented participants in asset-backed securities transactions since 1985.

Mr. Faulkner has acted as counsel in public offerings and private transactions involving the issuance of securities backed by credit cards, auto loans, marketplace loans, commercial real estate loans and trade receivables. He has represented commercial paper issuers and arrangers, as well as sellers of assets to asset-backed commercial paper programs. He has advised on cross-border issuances into and out of the United States. In addition, he has advised issuers of commodity index linked structured products, including exchange traded funds.

Mr. Faulkner has a broad credit card securitization practice. He helped establish credit card master trusts for many major issuers and has represented issuers and the underwriters of securities backed by VISA and MasterCard receivables and retailer private label credit card receivables. Mr. Faulkner has worked on structural innovations for the public issuance of subordinated classes of credit card receivables-backed securities. He also has represented buyers and seller of portfolios of credit card accounts. Mr. Faulkner has acted as counsel to the issuers or to the underwriters in securitized transactions by Chase, 1st Financial Bank USA, Target Corporation, Bluestem Brands and many other issuers.

Recent transactions have included wireless tower asset-backed securities; Canadian CMBS; the establishment of warehouse financing arrangements for consumer loans; acquisitions, financings and securitizations of marketplace loans; restructurings of securitization programs; and sales of consumer loan portfolios. Mr. Faulkner has advised clients on regulatory developments, including the implementation of Regulation AB, risk retention rules and the Volcker Rule.

Mr. Faulkner represented SIFMA in connection with the preparation of comment letters on rules proposed to implement conflicts of interest limitations for securitization participants under the Dodd-Frank Act. He also represented the American Securitization Forum in efforts to modify and preserve the FDIC’s legal isolation safe harbor for securitization transactions.

Mr. Faulkner repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. He was named Best Lawyers’ 2018 and 2016 New York Securitization and Structured Finance Lawyer of the Year and was named in Expert Guides’ Best of the Best USA in 2017.

Mr. Faulkner is a member of the board of directors of the Structured Finance Industry Group and of the World Music Institute.


Publications

  • “Despite Challenges, Risk Retention Rules Set to Impact All Asset-Backed Securities by End of 2016,” Skadden, Arps, Slate, Meagher & Flom LLP, April 26, 2016
  • “Regulators Adopt Final Risk Retention Rules for Asset-Backed Securities,” Skadden’s 2015 Insights - Financial Regulation, January 2015
  • “Regulation AB: New Rules for Publicly Issued Asset-Backed Securities,” Skadden’s 2015 Insights - Financial Regulation, January 2015
  • “Structured Finance Alert: Final Rule to Implement Dodd-Frank Risk Retention Requirement,” Skadden, Arps, Slate, Meagher & Flom LLP, December 2014
  • “Structured Finance Alert: SEC Adopts Final Regulation AB II Rules,” Skadden, Arps, Slate, Meagher & Flom LLP, August 29, 2014
  • “Entering a New Regulatory Era Under the Final Volcker Rule,” Skadden’s 2014 Insights - Financial Regulation, January 16, 2014
  • “Structured Finance Alert —The Final Volcker Rule: Impact on Securitizations,” Skadden, Arps, Slate, Meagher & Flom LLP, January 8, 2014
  • “The Volcker Rule: A First Look at Key Changes,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2013
  • “US Financial Regulators Issue Final Volcker Rule,” Skadden, Arps, Slate, Meagher & Flom LLP, December 10, 2013
  • Structured Finance Alert: “Proposed Rule to Implement Dodd-Frank Risk Retention Requirement,” Skadden, Arps, Slate, Meagher & Flom LLP, October 2013
  • “Agencies Propose Revised Risk Retention Rule,” Skadden, Arps, Slate, Meagher & Flom LLP, August 29, 2013


Chris DiAngelo is managing partner of Katten's New York office and a member of the firm's Board of Directors and Executive Committee. He focuses his practice on structured finance and securitization matters. Chris represents a variety of clients, including issuers, lenders, underwriters, and private equity and hedge funds, in a wide range of programs and projects involving asset-backed debt, municipal debt, straight corporate debt and equity, warehouse lines, regulatory matters and acquisitions.

Chris's clients describe him as a "significant market player" and say "He has the ability to zero in on the legal and business issues, explain them and then find an appropriate solution," according to Chambers USA. Additionally, clients admire Chris's regulatory knowledge, and say "He's up on current regulations and even what's bouncing around the regulators' heads" (Chambers USA). Throughout the last decade, he has developed a strong knowledge of housing and mortgage policy reform—including Fannie Mae and Freddie Mac reform—a topic on which he is a frequent speaker. Chris has also spoken on the impact of the Dodd-Frank Act on structured finance.

He is a lead counsel to the Structured Finance Industry Group (SFIG) and outside counsel to a Washington, DC lobbying firm concentrating in financial services matters. He is the chairman of SFIG's Political Action Committee and co-chair of the Legal Counsel Committee. Chris has testified before the US House Committee on Financial Services on the issues confronting the commercial real estate market, and frequently appears and provides commentary at industry forums on financial and regulatory matters. He has been recognized in the media as a leader in the field of capital markets and securitization.

Prior to entering private practice, he was on the staff of the New York State Housing Finance Agency, a prominent municipal issuer.


Ellen Marks is a partner in the Chicago office of Latham & Watkins and a member of the firm’s Corporate and Finance Departments.

Expertise

Ms. Marks handles complex and innovative financial transactions and restructurings with a particular focus on securitization and structured finance. She also handles financial regulatory matters, with an emphasis on swap regulations and securitization regulations, and has extensive knowledge of the federal securities laws, the federal banking laws and their related regulations, including changes resulting from the Dodd-Frank Act.

Ms. Marks is also active in the Business Law Section of the American Bar Association, where she is the immediate past Chair of the Committee on Securitization and Structured Finance. She has chaired the drafting committees for numerous ABA projects and comment letters, including preparing Securitization in the Post-Crisis Economy: An ABA Business Law Section White Paper and comment letters to the Federal Deposit Insurance Corporation on its proposed securitization safe harbor and to the Securities and Exchange Commission on its proposed significant revisions of Regulation AB. Ms. Marks also recently served as co-chair for the Securitization Financial Industry Group's legal counsel committee.

Ms. Marks also has experience in public debt financings, bank note issuance programs, commercial paper and extendible commercial note programs, bank financings, co- branded and private label credit card agreements, card processing agreements, acquisitions of market-place lending platform loans, receivables servicing agreements, general public company representation, mergers and acquisitions, derivatives, fund formation, bankruptcies and cross-border restructurings.


Michael Urschel is a partner in the New York office of King & Spalding LLP and focuses his practice on debt capital markets, securitization and specialty lending.

He currently leads the Specialty Finance team and is the co-chair of the Financial Services leadership team. He advises financial institutions and issuers on financing opportunities, regulatory matters and portfolio acquisitions and dispositions.

Michael is recognized by Chambers USA and Legal 500 U.S. and has been profiled by Asset-Backed Alert. He was also named a Rising Star for Banking in the 2016, 2017 and 2018 IFLR 1000 guides. He currently serves on Law360’s Capital Markets Editorial Advisory Board.


Myongsu Kong
Managing Director – Citigroup Global Markets Inc.

Myongsu Kong is Managing Director at Citigroup Global Markets Inc., where he covers the securitization, structured finance and principal finance businesses. He was formerly associated with Brown & Wood LLP.


Preetha Gist is a partner in Chapman and Cutler’s Asset Securitization Department and Banking and Financial Services Department. Preetha’s practice focuses on value-based services to financial institution clients, drawing on her experience and insights from serving as general counsel for the capital markets unit of a major US financial institution and in-house in various roles at several major banks. Her understanding of client value and the needs of bank clients drives her practice. 

Banks and other capital markets financial service providers, particularly those active in the structured finance markets, face a challenging and ever changing regulatory environment with new and complex regulations. Preetha’s understanding of complex financial regulations is both broad and deep. She balances her in-depth technical knowledge with pragmatic insights to develop workable solutions for her clients, either when advising on regulatory matters generally or representing them on transactions.

Preetha is active in the Structured Finance Industry Group and currently serves as the co-chair of SFIG’s Derivatives in Securitization Task Force. She regularly participates in industry advocacy efforts partnering with in-house government relations departments to educate and advise lawmakers on the real world impacts of proposed legislative initiatives. She is also a thought leader and speaks frequently on regulatory issues relevant to the financial services field.

Preetha served as general counsel for Capital Markets at U.S. Bank and prior to that, as in-house counsel in other financial institutions, supporting debt capital markets, loan capital markets, asset securitization, and derivatives business units. She began her legal career as an associate at an Am Law 50 firm in Washington, DC.


Stephen Kudenholdt is Dentons' Head of Structured Finance and a member of the US Capital Markets practice. Stephen is recommended by The Legal 500 US as "truly one of the more well-known lawyers in the mortgage space." His areas of practice include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS) and other asset-backed securities (ABS), primarily focusing on residential mortgage loan securitization as well as re-securitization transactions involving various classes of mortgage-backed securities. He represents issuers, underwriters, loan sellers and other entities in public offerings and private placements.

Ranked Band 1 by Chambers Global (2018) and Band 1 by Chambers USA (2018) for nine consecutive years, Stephen has been praised by clients as “really smart,” an “excellent lawyer with a lot of presence” and "one of the leading lights of RMBS." He has helped develop many transaction structures and formats that have become industry standards, including shifting interest subordination techniques. His recent transactional work includes representing both issuers and underwriters in the securitization of distressed assets by federal agencies, and also in the re-emerging private RMBS markets.

Stephen, who is described by Chambers USA as “one of the grandmasters of the industry,” is a member of the board of directors of the Structured Finance Industry Group (SFIG), and is actively involved in a number of SFIG committees and initiatives pertaining to LIBOR transitioning, residential mortgages and RMBS. He is also a frequent writer and public speaker on regulatory developments affecting securitizations.


Stuart M. Litwin is a partner and co-head of the Securitization/Structured Finance Practice at Mayer Brown LLP.

Stuart is one of the leading and most experienced lawyers in the United States in the representation of originators, investment banks, marketplace platforms, warehouse lenders, underwriters, aggregators, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting U.S. and international asset-backed and other securities transactions, structured financings and loan purchase transactions.

His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of retail and commercial auto loans and leases, consumer and small business marketplace loans (including payment processing loans), FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, cell phone device payment plan receivables, global trade finance assets, rental cars, commercial and residential mortgages, cross border transactions, solar leases and power purchase agreements, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes.

Mr. Litwin also regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies which are more difficult to fund in securitization or banking markets).

Recent important engagements have included:

 

  • Representing Bank of America Merrill Lynch as underwriters counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts. Mr. Litwin has acted as underwriters counsel in all of the subsequent Verizon ABS transactions.
  • Representing Morgan Stanley as underwriters counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.
  • Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  • Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  • The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks.The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2013 “Deal of the Year.”
  • Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  • Acted as initial purchasers’ counsel in the first-ever solar ABS deal to provide backleverage for tax equity.SolarCity was the sponsor and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse.This deal was selected by IFLR as their 2015 “Deal of the Year.”
  • The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold.Straight-A Funding received support from the Department of Education and the Federal Financing Bank.
  • Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions,
  • Several tender offers for and restructurings of student loan trusts with auction rate securities,
  • The first ABS offering in the US backed by Australian auto leases,
  • Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing),
  • The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.

Mr. Litwin represents virtually every major bank and investment bank in at least some aspect of its business.  Mr. Litwin has regularly been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney.

Mr. Litwin was named “Securitization/Structured Finance Lawyer of the Year” for 2017, 2018 and 2019 by Best Lawyers.


A counsel in the Corporate Department, Ryan D. McNaughton represents underwriters, issuers, lenders, borrowers, private equity firms and other financial institutions in a variety of structured and asset backed financings, including public and private secured and unsecured note offerings and credit facilities. In addition, he advises ABS investors and private equity firms on the structuring, diligence and execution of acquisitions of ABS issuers, potential ABS issuers and asset backed notes.

 

EXPERIENCE

Prior to and during the credit crisis, Mr. McNaughton focused his practice primarily on traditional securitization asset classes, including RMBS, CMBS, trade receivables, automobile loan ABS and CLOs. Following the crisis, he has focused more extensively on the esoteric ABS market, including significant transactions in each of the following asset classes: whole business and other operating asset and royalty-backed securitizations; tax liens; PACE bonds; timeshare ABS; structured settlements; BDC lending (pre-securitization warehouse facilities); and wireless spectrum.

Other financing asset classes in which Mr. McNaughton has recently represented long-term clients of Paul, Weiss include data centers, alarm and home security receivables, non-performing mortgage loans, venture-capital loans, film and TV production loans and solar development loans. In addition, Mr. McNaughton has worked on numerous public and private bond financings for clients such as the FDIC, Memorial Sloan Kettering Cancer Center and the California Public Utilities Commission.

Mr. McNaughton is currently an Adjunct Professor at Cornell Law School, where he teaches a seminar on Secured Transactions. He is also an avid classical pianist.

 

EDUCATION

  • J.D., Cornell Law School
  • B.A., Williams College, cum laude

 

BAR ADMISSIONS

  • New York


Larry is Capital Markets Managing Counsel for Wells Fargo & Company and General Counsel of Wells Fargo Asset Securities Corporation. He has 40 years of experience both as an attorney and as an investment banker.

Larry has been with the Wells Fargo Law Department since 1995.  He has been responsible for all of the residential mortgage securitizations, whole loan sales and other capital markets activities of Wells Fargo Bank as well as the residential mortgage financings and securitizations for Wells Fargo Securities. His began his legal career in Washington, D.C. with Ginnie Mae.  Next, he joined Freddie Mac, where he rose to Deputy General Counsel and chief securities attorney.  He then moved to New York to become an investment banker in the financial institutions group of Merrill Lynch, initially as a Vice President and later as a Managing Director. After Merrill Lynch, Larry joined Goldman Sachs as a senior member of its structured finance group.  He returned to a legal position in late 1990 as the General Counsel of Prudential’s two residential mortgage securitization companies and the manager of a capital markets legal group.

Larry has held many leadership positions with securitization industry trade associations.  He currently co-chairs the Residential Mortgage Committee for the Structured Finance Industry Group (SFIG).  He has been a leading industry voice for well-balanced structural and regulatory reforms for the private-label residential mortgage securitization markets.

Larry serves on the Board of Directors of the SFIG Foundation.  He also is a member of the Board of Directors and the Executive Committee of the Business Center for New Americans (BCNA), which is a non-profit community development financial institution that provides small business loans and related services to immigrant and refugee entrepreneurs in New York City.  Larry received a B.S. degree from Pennsylvania State University and a J.D. degree from American University Law School.


Widely recognized as an active and innovative attorney in structured finance, Chris Gavin represents issuers, borrowers, sellers, buyers, lenders, official lenders, hedge funds, private equity funds and other investors in U.S. and international structured finance transactions. He is a partner in the Financial Transactions & Restructuring group.

The footprint and complexity of his financings span North America, South America, Europe, Australia and Africa, and individual securitizations reaching more than $20 billion. Chris represents and advises clients in a range of cross-border transactions and structured solutions involving:

  • Residential mortgage transactions, including whole loan sales, servicing transfers, repurchase and other warehouse facilities, and term securitizations for newly originated, seasoned and nonperforming loans;
  • Advising trustees, servicers and other parties regarding their rights and obligations in legacy residential mortgage transactions;
  • Asset-backed securitization and financing transactions;
  • Cross-border covered bonds;
  • Collateralized commercial paper programs;
  • Structured distressed portfolio joint ventures and other solutions;
  • The purchase and sale of residential mortgage and other financial services companies, including in developing structured solutions to protect purchasers from certain exposures of the acquired companies; and
  • Structuring investment vehicles that issue extendable commercial paper, including the working out and resolution of such transactions

In his counsel to a major industry group, Chris represented them on a significant comment letter on the recently re-proposed risk retention rules. Highlights of his vast experience with novel structured financings also include: establishing the first collateralized commercialized paper program for a major global financial institution, structuring the first cross-border covered bond in Latin America, creating one of a small number of residential mortgage securitization programs since the recent financial crisis, and developing a microfinance lending facility for fund activities in Uganda, Tanzania and South Sudan.

Additionally, Chris has significant experience securitizing and financing many other forms of assets and projects. These include auto loans and leases, commercial mortgage loans, home equity lines of credit, franchise loans, life insurance policy loans, mortgage servicing rights, toll road projects, forward sale commodity contracts, lower and middle income residential projects and payroll deduction loans.

Chris earned repeated recognition from the Financial Times in its annualInnovative Lawyersfeature and was named a Leading Lawyer by IFLR1000 (2013), a Leading Lawyer for Structured Finance/Securitization and Capital Markets by IFLR (2012).


Gregg Jubin is a partner in the Capital Markets Group and practices in both the Washington, D.C. and New York offices. He has more than 20 years of experience in corporate and finance transactions, with particular emphasis in transactions involving hedge funds and private equity fund of funds, structured funds, collateralized debt obligations, derivatives, synthetic structured products, and other types of structured products. Gregg represents the managers of hedge funds and private equity fund of funds, collateral managers, investment banking firms, commercial banks, broker dealers, and other financial institutions.

Gregg' s practice involves structuring and organizing onshore and offshore hedge funds (including commodity pools, fund of funds, and master/feeder funds), private equity fund of funds and other investment vehicles, developing, negotiating and documenting a wide variety of financial products, and providing advice to clients with respect to compliance with the Commodity Exchange Act, the Investment Company Act, the Investment Advisers Act, the Securities Act of 1933, and other federal and state securities and commodities laws and regulations. Gregg was recognized in the 2014 US edition of Legal 500 as a "Key Individual."

He received his J.D., magna cum laude, from Syracuse University College of Law where he was a member of the Law Review and Moot Court Board.


Joyce E. McCarty is counsel based in the Washington, D.C. office.  Ms. McCarty’s practice focuses on corporate and financial transactions, particularly collateralized debt obligations and other structured finance products. She has extensive experience as counsel for issuers, placement agents and collateral managers.  She has also played a leadership role with industry associations such as LSTA regarding major issues of concern to CLO participants, including FATCA, risk retention and the Volcker Rule.  She is recognized as one of the country’s leading lawyers by Chambers Global, Chambers USA, Law Business Research’s Who’s Who Legal: Capital Markets and The Legal 500 U.S.