Practice Areas: Structured Finance

Asset Securitization

Contact: David E. Melson and Peter E. Kane

The firm represents issuers, underwriters, placement agents, credit support providers, and corporate trustees since 1988 in connection with the domestic and international securitization of over $100 billion of financial assets. The firm works with a number of financial institutions and other companies who issue a wide variety of asset-backed securities on a regular basis. The knowledge and experience gained through the ongoing representation of these and other securitization clients allow McGuireWoods to structure, negotiate, and document sophisticated securitization transactions quickly and efficiently.

McGuireWoods has worked on securitization transactions involving automobile loans, credit card receivables, home equity loans, student loans, retail installment sale contracts, equipment leases, trade receivables, manufactured housing contracts, commercial loan obligations, and other traditional and emerging asset classes. The firm has also handled numerous transactions involving the securitization of residential mortgage loans, private mortgage-backed securities, commercial mortgage loans, and other real estate assets.
McGuireWoods has worked with a wide range of securitization structures and programs, including discrete trusts, master trusts, owner trusts, rated and unrated bank facilities, and single-seller and multi-seller asset-backed commercial paper programs. The firm has considerable experience with public sales of asset-backed securities, sales of asset-backed securities off-shore under Regulation S, and private placements of asset-backed securities under Rule 144A.

The asset securitization group includes lawyers in Atlanta, Baltimore, Charlotte, Chicago, Jacksonville, McLean (Tysons Corner), New York, Richmond, and Washington, D.C. who focus on one or more of the many practice areas critical to the issuance of asset-backed securities. The group's lawyers and staff work together efficiently and seamlessly through our state-of-the-art computer and telecommunications network. The firm's many office locations enable us to close transactions and meet with clients whenever, and wherever, it is most efficient and convenient.

Real Estate Lending

Contact: Kristen Moye and Howard Walker

The Real Estate Lending Group provides services in the following areas, among others:

Loan Originations

Negotiating and closing commercial real estate loans for lenders has long been a traditional part of our practice. We have experience structuring even the most complex transactions for syndication or securitization. In our representation of lenders, McGuireWoods attorneys have participated in the origination of a wide variety of commercial mortgage loans with construction, mini-permanent, bridge and permanent loan financings secured by multifamily, retail, office, warehouse/industrial and hotel properties.

Mezzanine Financing

Our attorneys are experienced in representing both junior and senior lenders concerning mezzanine financing and profits/cash flow interests. This expertise includes advising clients as to the particular issues involved with mezzanine financing and the closing of loans involving subordination agreements, profit interests/ partnership documentation as well as the restructuring and monitoring of such relationships.

HUD Housing Programs

Our experience includes such HUD programs as the Section 221(d)(3) and 236 interest subsidy programs for new construction of income restricted projects; the Titles IV and VII and X programs for new communities and land development; full insurance and coinsurance under Sections 221(d)(4) and 223(f) for new construction and refinancing of multifamily projects; Section 11(b) refundings; and the Section 202 HUD financial assistance program for elderly housing.

Loan Origination and Servicing

Several of the McGuire Woods’ attorneys are knowledgeable in the areas of loan origination and loan servicing. This expertise is used in their work with some of the largest originators and servicers in the country. These representations include licensing issues, development of strategic alliances, negotiating and preparing servicing agreements, pooling and servicing agreements and origination agreements. At the same time, lawyers within the firm assist in the restructuring and workout both in and out of court of problem loans for institutional lenders, life companies, real estate mortgage investment conduits (REMICS) and servicers. Likewise, we have provided counseling to a variety of clients in connection with lender liability issues and related matters. Members of the firm have also been retained on a special basis by a number of institutions in connection with workout matters.

Mortgage-Backed Securities

Through its asset-backed securitization practice, McGuire Woods has represented issuers, underwriters, trustees and others in the securitization of assets. We have extensive experience in creating and utilizing pass-through trusts, leveraged trusts and REMICS in the mortgage-backed securitization transactions, as well as expertise with the financial asset securitization investment trust (FASIT). Our experience includes interfacing with all of the major rating agencies concerning securitization issues. Likewise, we have negotiated representations and warranties on behalf of sellers and provided our experience to “B Piece” buyers. Our due diligence expertise includes preparing models to assist in the disclosure process or representatives as well as providing support to the purchasers of unrated securities.

Portfolio Loan Sales

Whether real estate loans are originated as part of conduit programs or in the more traditional manner, lenders increasingly are packaging whole loans for sale to the capital markets. In order to avoid reserving significant capital to retain commercial real estate loans in their portfolio or merely to reduce the credit risk associated with holding commercial real estate loans, financial institutions look for ways to divest themselves of such loans altogether or at least to reduce the period of time during which they hold loans after origination. McGuire Woods represents both sellers and purchasers of commercial real estate loans.

Derivatives/Structured Products

Contact: Kristen Moye and Jonathan Shils

Our derivatives attorneys have hands-on experience from years of practicing in-house at institutions like HSBC, Lehman Brothers, Nomura, Deutsche Bank, Prudential, ExxonMobil and Enron.

We have a solid working knowledge about a wide range of derivatives products relating to interest rates, currencies, credit, equities (including indices and funds), debt, energy or other commodities, as well as exotics such as weather and property.

We can handle both OTC and securitized products (like bonds, MTNs or warrants) as well as futures contracts and clearing arrangements.

We regularly assist clients with ISDA documentation, credit support agreements, netting and collateral arrangements, cross-collateralization issues, special purpose vehicles (SPVs), bankruptcy concerns and innovative risk management techniques.

We also have experience advising clients in connection with the development of exchanges and electronic trading systems and on the use of new technologies for derivatives-related activities.

Transactional Experience

Structured Products

Contacts: Karl Strait and Kevin Downes

McGuireWoods attorneys are well-versed at repackaging assets into commercially successful synthetic instruments like CBOs and CLOs. We can assist in establishing conduits, grantor trusts and owner trust structures, enhancing cash flow and addressing various risk management concerns. Using SPVs, trusts and various entity structures, we help our clients take to market the full spectrum of synthetic and asset-backed products.

We have represented clients on all sides of transactions, including issuers (including municipalities), dealers, guarantors, and investors.

We have advised our clients on various risk management techniques, including securities with embedded derivatives (structured notes), insurer “wraps” and financial guaranties. We have substantial experience in all types of structured notes, including those embedded with options or other derivatives, which are linked to various indices, corporate or other debt or equity securities, foreign currencies, commodities, interest rates, managed portfolios, credit spread instruments or hedge funds or any combination of the foregoing.