Structured Finance & Derivatives

Weil’s Structured Finance and Derivatives practice has a long track record of developing cutting-edge structures at the forefront of the marketplace.

Notable Representations, Key Contacts

Weil’s Structured Finance & Derivatives practice is composed of lawyers experienced in securitization, structured products and derivatives matters. Weil's U.S./U.K. team has been involved in structured finance transactions involving a diverse range of asset classes and utilizing the entire spectrum of securitization structures. With respect to derivatives, our international team covers the full array of products including those related to prime brokerage. Our portfolio experience also extends to non-U.S./U.K. assets in many jurisdictions, including the Baltics, Ireland, Germany and Scandinavia.

Clients value our ability to bring a fresh perspective to novel issues. We have been involved in a broad variety of transactions relating to the securitization of a wide range of asset classes, and we have unparalleled experience in the establishment of CLO/CDO vehicles, as well as credit-linked notes and customized repackaging programs. Our derivatives practice encompasses equity, credit, energy, commodity, real property, interest-rate and currency derivatives. We also have substantial and broad-based expertise in tax and regulatory issues related to these products.

Innovative cutting edge securitization practice

Our group is uniquely positioned to address the legal needs of clients in the securitization market. Our excellent reputation is based on our attorneys’ technical expertise and their long track record of developing innovative, groundbreaking and cutting-edge structures at the forefront of the marketplace.

We regularly represent issuers, arrangers, underwriters, placement agents, advisors and investors in a wide spectrum of securitization transactions involving a vast array of assets, including:

  • Aircraft loans and leases
  • Asset backed commercial paper (ABCP) conduits
  • Asset-backed securities (ABS)
  • Auto loans and leases
  • Commercial loans
  • Commercial real estate mortgages and CMBS
  • Corporate bonds and loans
  • Covered bonds
  • Credit card receivables
  • Distressed loans
  • Equipment loans and leases
  • Film licensing receivables
  • Franchise loans
  • Health care receivables
  • Home equity loans
  • Insurance premium finance contracts
  • Life settlements
  • Loan portfolio sales and purchases
  • Lottery awards
  • Manufactured housing
  • Mortgage-backed securities
  • Merchant cash advances
  • Middle market loans and mezzanine securities
  • Municipal bonds
  • Music royalty rights
  • Mutual fund fees
  • Personal loans
  • Pharmacy loans
  • Ports revenues
  • Private equity and hedge fund limited partnership interests
  • Rental cars
  • Residential real estate mortgages and RMBS
  • Residual interest in securitizations
  • Structured settlement payments
  • Student loans
  • Timeshare loans
  • Trade receivables
  • Trust preferred securities
  • VAT reclaims
  • Whole business securitizations

A leading practice for CLOs and CDOs

We are recognized as one of the leading practices globally for CLOs and CDOs, with unparalleled experience in the establishment of CLO/CDO vehicles (including synthetic and market value structures and structured investment vehicles).  We have been extremely active in the recent resurgence of the CLO market, representing arrangers, asset managers, investors, financial institutions and counterparties.

Our experience includes cash, balance sheet, market value and synthetic structures and has involved various types of collateral, including, but not limited to:

  • High-yield bonds
  • Leveraged loans
  • Distressed loans
  • Middle market loans
  • Mezzanine securities
  • Asset-backed securities
  • Mortgage-backed securities
  • CDOs
  • Bank
  • Insurance company and REIT trust preferred securities
  • Private equity and hedge fund interests

We have partnered with our Bankruptcy and Litigation practices to provide restructuring, remediation and commutation advice relating to CLOs, CDOs and many other asset types. We have also represented various investors on devising strategies to enable trust preferred CDOs to maximize value from defaulted assets.

Our experience also includes advising clients with respect to acquisitions and dispositions of CLO/CDO managers and portfolios of CLO/CDO management contracts.

Broad-based derivatives & structured products experience

We possess superlative capabilities in negotiating, documenting, litigating, working out and providing regulatory advice with respect to credit, equity, rates and commodities derivatives, including OTC and cleared swaps, futures and options and complex bespoke transactions. In addition, we have extensive experience advising clients throughout the lifecycle of structured products, including development, origination, syndication, trading and restructuring/remediation/commutation.

Weil's derivatives practice encompasses the full range of the derivatives spectrum, including:

  • Equity
  • Credit
  • Energy
  • Commodities
  • Interest-rate
  • FX

Industry products within these and other sectors which Weil has had significant experience with include:  

  • Total return swaps
  • Interest rate swaps
  • Options
  • Credit default swaps (including CDSs on bonds, loans and asset-backed securities)
  • Forwards (including variable forwards)
  • Futures contracts
  • Equity-linked notes
  • Credit-linked notes
  • Accelerated share repurchases
  • Call spreads

Financial Market Regulation

We apply our experience related to financial market regulation (including Dodd-Frank, Basel III and the European Market Infrastructure Regulations (EMIR)) to enable clients to meet regulatory requirements fully and efficiently. We also have been very active in helping major financial institutions comply with their obligations under the “living will” provisions of the Dodd-Frank Act.

Specifically, we have advised clients with respect to compliance with Dodd-Frank, including:

  • Amending and structuring new CLOs and other securitization vehicles to comply with the Volcker Rule
  • Structuring CLOs to comply with European risk retention rules
  • Advising rating agencies in their compliance with Dodd-Frank rules
  • Entering into new swap transactions and amending existing ones
  • Structuring the centralized U.S. treasury function serving numerous subsidiaries
  • Putting in place written policies and procedures relating to swaps including hedging
  • Utilizing the end-user exception from clearing
  • Adhering to ISDA Dodd-Frank and EMIR Protocols
  • Swap data reporting to a swap data repository
  • Analyzing cross-border swap jurisdictional issues

Cross-practice partnerships

The partners in our group work closely with our Banking, Restructuring and Litigation practices to provide:
  • Integrated solutions to clients affected by the financial crisis
  • Advice and deal execution on loan portfolio trades and to clients seeking to exploit other opportunities created by current market conditions, including investments in distressed assets/transactions
  • Restructuring/remediation/commutation advice relating to ABS, CMBS, CLO/CDOs and other structured products
  • Advice to counterparties with substantial derivatives portfolios in disputes occurring both within and outside the context of bankruptcy.
We also work closely with our Private Equity and M&A practices to advise clients with respect to acquisitions and dispositions of securitization businesses and assets.

Selected Representations

Citi

Hertz

Spirit Realty Capital

Apollo Global Management

Blackstone/GSO

Bank of America Merrill Lynch

Carlyle Group

Guggenheim Partners

OnDeck

Security National Automotive Acceptance Company

Littlewoods/Shop Direct

Barclays/Gracechurch Card Programme Funding

Deutsche Bank

Barclays/General Healthcare Group

Lehman Brothers

MBIA

Key Contacts

Frank P. Nocco

Frank P. Nocco

Partner

New York


Jacqueline Kelly

Jacky Kelly

Partner

London

See list of lawyers globally

Shortcut Links

This ‘transaction-oriented’ practice benefits from dedicated attorneys ‘handpicked’ for their structured finance capabilities. The group ‘does a good job of delivering’ a combination of securitization and derivatives expertise.

Chambers USA

The firm is particularly sought after by clients with U.K./U.S. cross-border requirements due to its standout securitization practices in both jurisdictions.

Chambers UK

Weil ‘ticks all the boxes,’ and is ‘a definite “go-to” firm with a deep understanding of complex legal and commercial considerations.’

Legal 500 UK

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