Structured Finance


Structured finance transactions have proven to be an important and efficient funding source for a broad range of companies and have become increasingly complex and esoteric. Successfully executing these transactions requires a multidisciplined approach with advisers who understand the ways in which each transaction can best advance a client’s business objectives. This involves more than just proficient transaction execution, and our accomplished structured finance team knows how to effectively and efficiently achieve our clients’ goals.

Our structured finance attorneys negotiate, structure, and document complex financing transactions to tailor solutions to each client’s specific needs. Our team works in tandem with the firm’s regulatory, bankruptcy, tax, real estate, UCC, ERISA, and securities lawyers to address the entire spectrum of legal issues that arise in structured finance transactions. We are equipped to handle all of our clients’ finance-related needs, from straightforward, small-ticket leases to highly sophisticated and complex capital markets transactions and everything in between.

Our depth of experience includes domestic and cross-border public and private securitization transactions involving multiple asset classes, including:

  • Single-family and commercial/multifamily mortgage loans (RMBS, CMBS, REMICs, distressed, non-performing, agency, and non-agency)
  • Automobile loans and leases (prime and non-Prime)
  • Equipment leases
  • Secured and unsecured consumer receivables
  • Credit card receivables
  • Commercial office leases
  • Small business loans
  • Merchant cash advances
  • Whole businesses
  • Life settlements
  • Structured settlements
  • Timeshare receivables
  • Export receivables

We routinely advise market participants, including specialty finance companies, private debt funds, financial institutions, investment banks, servicers, trustees, corporate service providers, and rating agencies, on all aspects of securitization and structured finance transactions across multiple asset classes.

We also have significant experience with ancillary transactions, including loan portfolio acquisitions and dispositions; warehouse repo and secured lending facilities; “future flow” receivables sale programs; bridge loans; ABL facilities; loan participations; FinTech bank partnerships and acquisitions; and sales of servicing platforms, servicing rights, and receivables.

How We Can Help

Specific examples of how we assist our clients with these transactions include:

  • Preparing and negotiating Preliminary Term Sheets
  • Initial structuring of transactions
  • Negotiating, documenting, and executing transactions
  • Analyzing and advising on proposed and existing transactions
  • Identifying contractual provisions protecting payment rights
  • Providing a reason for action based on an understanding of risks and protections of transactions and contracts
  • Restructuring transactions within constraints of existing contracts in cooperation with various stakeholders
  • Serving as purchaser or lender in connection with portfolio acquisitions
  • Interpreting and understanding documents to determine options in pursuing possible remedies in distressed transactions
  • Assisting with pre- and post-transaction filing and compliance matters
  • Delivering required legal opinions and memoranda
  • Amending and supplementing transaction documents
  • Updating transaction documents to reflect new regulatory developments, including the 2022 UCC amendments

We have also “written the book” on structured finance, authoring the securitization chapters in the Matthew Bender & Co. treatises Commercial Finance Guide and Equipment Leasing, as well as chapters on “Securitization Readiness Considerations for Consumer Finance Companies,” “Auto Loan Securitization,” and “Timeshare Loan Securitizations” in Securitizations: Legal and Regulatory Issues, Law Journal Press, 2016, 2019, and 2020, respectively.