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New Developments in Securitization 2016


Speaker(s): Andrew M. Faulkner, Bianca A. Russo, Cheryl D. Barnes, Chris DiAngelo, Ellen L. Marks, Jamie Kocis, Joyce E. McCarty, Katherine W. Hsu, Lawrence D. Rubenstein, Michael L. Urschel, Richard Johns, Ryan D. McNaughton, Sean M. Solis, Stephen S. Kudenholdt, Stuart M. Litwin
Recorded on: Dec. 14, 2016
PLI Program #: 148972

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


Cheryl Barnes is a partner in Cadwalader Wickersham & Taft’s Capital Markets Department with over 20 years of experience in student loan finance and securitizations, including FFELP and private education loan program development.  Cheryl represents a number of investment banks, commercial banks, government-sponsored enterprises, and other financial institutions in connection with public and private offerings of student loan asset-backed securities.  Cheryl also has extensive experience with issuance of GSE-sponsored mortgage pass-through securities and REMICs.

Cheryl is a co-chair of the Structured Finance Industry Group’s Student Loan Committee and a member of SFIG’s Women in Securitization program and was recently a featured speaker at SFIG’s ABS Vegas 2016 student loan panel discussion on “Disclosure Standards and the Student Loan Market.”  Cheryl was also recently recognized among the Most Influential Black Lawyers in 2015 by Savoy magazine.  The Savoy list comprises the "best of the best" of black lawyers who are partners at leading national law firms, and who are recognized for their professionalism, protection of rights and community service.  Cheryl received her J.D. from the University of Maryland School of Law and her B.A. from Bennett College and is admitted to practice in the District of Columbia and in the State of Maryland.


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.


Jamie Kocis advises securitization participants in both warehouse securitization facilities and term securitizations across all esoteric asset classes. She serves as deal counsel in market-leading transactions involving new and emerging asset classes, including in the solar asset and commercial PACE (property assessed clean energy) space.

Jamie represents issuers, underwriters, borrowers, lenders and service providers in structured finance transactions involving a variety of asset classes, including timeshare loans, solar assets, commercial PACE assets, structured settlements, lottery receivables, equipment leases, auto loans, consumer loans, small business loans, collateralized debt obligations, commercial mortgage loans, marketplace lending, distressed assets, government contract receivables, student loans, and trademark and licensing rights. She also counsels investment funds in their participation in tender option bond programs.

Jamie is co-chair of Kramer Levin’s Women’s Initiative Committee. She received her J.D., magna cum laude, from University of Miami School of Law, and her B.S. from Binghamton University, State University of New York.


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.


Richard Johns is the Executive Director for the Structured Finance Industry Group, a member-based trade industry advocacy group focused on improving and strengthening the broader structured finance and securitization market.

A longtime leader in the securitization industry, Mr. Johns, has testified on multiple occasions in front of Congress on matters pertaining to Securitization and its benefits to the Real Economy. In addition to his responsibilities across industry policy making and advocacy, Mr Johns has actively championed the cause of women, with the creation of “Women in Securitization”, an industry initiative targeted at enabling women’s development and promoting career progression. He is a supporter of multiple charities, having conceptualized and initiated the “SFIG Foundation”, a charitable foundation focused on the development of underprivileged high-school/college age children/young-adults; supported the struggle against Pancreatic Cancer by sponsoring an SFIG team in the annual DC “Wage Hope” event, and he serves on the executive committee of the Board of the Cameron Kravitt foundation, a foundation focused on supporting the needs of young pediatricians in how to respond to the death of an infant.

Prior to the creation of SFIG, Mr Johns spent many years at the forefront of the industry as an issuer, with more than 17 years of direct industry experience. He previously served as Head of Global Funding and Liquidity at Ally Financial Inc. Earlier in his career Mr. Johns also had roles as Head of Global Capital Markets at Capital One Financial Corp and as a transaction lead at MBNA (now Bank of America).  Throughout his career, Mr. Johns has issued securitized products across a variety of platforms, including; credit cards, auto (retail, lease and floor-plan), RMBS, Agency, small business, and unsecured installment loan products. He has experience across both US domestic and international issuance, including Canada, Latin America, Europe and China and he is a recipient of the “Outstanding Contributions to the Industry Award” from the Chinese Securitization Forum.

Mr. Johns is also a qualified Chartered Accountant within the U.K., having completed his training with Deloitte.

He is a graduate of the University of Manchester, UK with a bachelor’s degree in Economics.


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:

  1. 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.
  2. 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.
  3. Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  4. Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  5. 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.”
  6. Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  7. 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.”
  8. 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.
  9. 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,
  10. Several tender offers for and restructurings of student loan trusts with auction rate securities,
  11. The first ABS offering in the US backed by Australian auto leases,
  12. 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),
  13. 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 by Best Lawyers.

Mr. Litwin is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.” 

Mayer Brown’s securitization practice, which Mr. Litwin co-heads, was recently named IFLR’s Securitization Law Firm of the Year.

Mr. Litwin currently serves as Co-Chairman of the Legal Counsel Committee of the Structured Finance Industry Group (the trade association for the securitization market).  He has previously served as Chairman of its Auto ABS Committee.

Mr. Litwin is a frequent lecturer and writer on securitization topics.  The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Mr. Litwin. 

Mr. Litwin holds a J.D. from the University of Chicago Law School and an M.B.A. from the University of Chicago Graduate School of Business.  He is also a former Certified Public Accountant and winner of the Elijah Watt Sells Award on the Uniform CPA Examination.


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


A distinguished finance and securitization attorney, author and speaker, Sean M. Solis is a partner in the New York office of Milbank, Tweed, Hadley & McCloy and a member of the firm’s Alternative Investments Practice.

 

Primary Focus & Experience

Mr. Solis has counseled US and international asset managers and hedge funds in connection with tens of billions of dollars of transactions across a wide variety of collateralized loan obligation transactions (“CLOs”) as well as other complex structured credit financing arrangements.

Moreover, Mr. Solis is an expert in the various regulatory regimes applicable in the securitization space including the US and EU Risk Retention Rules and the Volcker Rule.

In addition, Mr. Solis has significant experience with secured and unsecured lending transactions and he has advised asset managers and institutional buyers in connection with strategic investments in private investment firms and on structuring complex transactions in preparation for liquidity events.

 

Recognition & Accomplishments

Mr. Solis is widely recognized as one of the country’s leading attorneys in the representation of CLO collateral managers and CLO equity investors. Clients describe him as “very intelligent, commercial and always willing to go above and beyond to satisfy client needs and demands.”

Mr. Solis is recognized by Chambers USA (2018), where peers note that he is “a young but very seasoned partner in the CLO space,” and clients praise his work ethic and creativity noting that he “works tirelessly for his clients and is consistently at the forefront of new market developments.”

Mr. Solis is a frequent speaker at securitization industry conferences and is regularly quoted on industry matters by Creditflux, Reuters, Bloomberg and other leading financial media outlets.


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.


Ms. Russo currently serves as Managing Director and Associate General Counsel in the Legal Department of JPMorgan Chase & Co., where she has worked since 1994.  Ms. Russo is the manager of the Securitized Products Legal group, which provides legal coverage to the Securitized Products businesses within the J.P. Morgan Corporate and Investment Bank.  In addition, she provides day-to-day legal coverage for the Commercial Mortgage-Backed Securities business group within Securitized Products.

Ms. Russo is active in the industry as a member of the following:  the American Bar Association’s Securitization and Structured Finance Committee; the Commercial Real Estate Finance Council; the Securities Industry and Financial Markets Association; and the Structured Finance Industry Group.

Prior to JPMorgan Chase, Ms. Russo spent one year as a Vice President at BlackRock Financial Management L.P. and seven years as an Associate at the law firm of Skadden, Arps, Slate, Meagher & Flom, in each such position specializing in asset securitization and structured finance.  Prior to that, Ms. Russo spent two years as an Associate at the law firm of Hawkins, Delafield and Wood.  Ms. Russo graduated magna cum laude from Barnard College and received her law degree from Columbia University School of Law.


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.


Katherine W. Hsu is the Chief of the Office of Structured Finance in the Division of Corporation Finance of the Securities and Exchange Commission.  Among other things, the office reviews asset-backed securities disclosure documents, drafts rules, answers questions, and provides interpretive advice related to the rules governing asset-backed securities.