SGR’s Structured Finance Practice has extensive experience in representing clients in complex and innovative structured finance transactions. Our experience includes representing the sponsors, issuers, account debtors and investors in a broad array of financial asset-backed securitizations and other hybrid client-centric asset monetization structures and involving, among other asset classes, consumer loans, commercial and residential secured mortgage loans, credit card accounts and receivables, equipment leases, accounts receivable, contract rights and life insurance policies.
Recent representations include advising a non-bank, commercial lender in its securitization of a pool of $70 million in commercial loan interests in a dual-class, investment-grade rated placement of notes. The notes were sold to institutional investors in a 144A private placement. In addition, we advised a client in the structuring, documentation, and closing of an innovative internet-based private label consumer credit card program. Under the program, which involves the partnership of a national bank, a financial technology company, an underwriter, a payment solutions company and a credit card processing and settlement company, creditworthy customers wishing to purchase a participating merchant’s products or service on the merchant’s website will be able to apply for a merchant’s credit card at checkout and receive nearly instantaneous credit approval that may only be used to purchase the particular merchant’s products or services online. The program contemplates that the national bank will originate all of the credit card accounts and thereafter will retain the super prime credit portion of such accounts and will resell the near-prime accounts to a special purpose, bankruptcy-remote investment vehicle. This vehicle is structured to invest in the near-prime credit card accounts receivable and to permit the use of a warehouse loan facility and other types of debt and equity financing.
We have also represented a major credit card company in connection with billions of dollars of debt offerings by the company’s members in Mexico, Brazil, Panama, Peru, Guatemala, Ecuador, Nicaragua, Turkey, Egypt, and Russia, backed by securitizations of such members’ international interchange (card receivables payable to such members). The debt (typically, notes) is offered in the United States in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S. The most recent offerings involved members in Panama and Ecuador and were subscribed for at $350 million and $100 million.