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Asset‐Backed Securities

Consistently ranked among the top issuer's and underwriters' counsel in ABS by Asset-Backed Alert, our team represents virtually all the leading underwriters and issuers in a broad range of asset classes. From credit card securitizations to aircraft financings, we understand the underlying documentation and guide clients across all segments of the ABS market. Our focus on creative structures helps our clients innovate, explore esoteric assets and develop and capitalize brand new asset classes previously deemed too complex for securitization. We are one of the only firms in the United States with hands-on experience in PACE and tax liens, and we have pioneered and successfully structured oil & gas royalty revenue securitizations — a novel capital markets solution for a cash-strapped industry. Our team also handles structured settlements, lottery receivables, and aircraft lease and aircraft engine portfolios. In addition, we counsel clients on compliance with all aspects of financial industry regulations, including those relating to material conflicts of interest, disclosure, reporting, the offering process, and credit risk retention.

  • Our ABS team has particular experience in the following areas:

    Credit Card Securitizations

    Orrick attorneys have, by far, the most significant experience in credit card securitization of any U.S. law firm. We have worked extensively with issuers and underwriters for over 25 years to create new and novel financing structures for credit card receivables, including securitization facilities and warehouse financing lines, as a way for banks to diversify their funding sources. We represent many of the major credit card issuers in their credit card financing and securitization platforms and serve as underwriters’/conduit purchasers' counsel on a variety of these platforms.

    We structured and provided counsel to two of the earliest credit card trusts to comply with the FDIC Safe Harbor Rule. In addition, we handle SEC-registered offerings and private placements of U.S. and non-U.S. credit card receivables, securitization of credit card cash collateral accounts, and offerings of re-marketable and repackaged credit card receivables.

    We also represent buyers and sellers of portfolios of credit card receivables in connection with mergers and acquisitions, joint ventures, and other acquisition/disposition transactions. In many cases, these portfolio acquisition transactions also include a related securitization or other asset-based financing transaction.

    Automobile and Aircraft Securitization

    We have a market-leading position in auto loan and auto lease receivables and dealer floorplan transactions and assist clients in establishing structured warehousing facilities. We have also been involved in many aircraft and aircraft engine pooled lease securitizations, representing several issuers in the space.

    Online Lending & Fintech

    Our Fintech team provides innovative legal solutions for technology-enabled non-bank lending platforms. We regularly represent marketplace lending platforms that finance through securitizations and other arrangements and work with banks, funds, and other financial institutions on securitizations and alternate financings that fund Fintech companies and their activities.

    Our advice for this sector goes far beyond the capital markets and includes public policy, compliance, and regulatory counseling, such as opinions on Madden v. Midland and related true lender cases, cybersecurity and data privacy matters, payments issues, anti-money laundering, and Bank Secrecy Act matters.

    Property Assessed Clean Energy (PACE)

    With strong practices in structured finance and public finance, including special tax and assessment districts, we are one of the few firms in the country with substantial experience in the securitization of PACE liens.

    Soon after the passage of AB 811 in California in 2008, we began working with clients and other interested market participants on various legal and structural issues associated with PACE. Since then, we have advised numerous issuers, program administrators, lenders, and others, in California and several other states.

    Student Lenders

    We advise on student loan-backed facilities and securitizations, including FFELP and private loans, and have experience with issuing debt securities by student loan issuers. We have participated in strategic discussions to help clients source market-rate capital to fund private education finance instruments. We have also helped to develop private education finance products and funding vehicles. We have created innovative structures for many short-term pooled financings, such as the California School Boards Association Finance Corporation annual tax and revenue anticipation note pool for school districts.

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