Hunton & Williams LLP’s asset-backed securitization (ABS) practice started more than 30 years ago and is still expanding today.  Our ABS practice includes the representation of ABS participants in asset-backed commercial paper issuances, securities offerings, term loans and revolving credit facilities, warehouse facilities, loan portfolio transfers, servicing arrangements, servicing transfers, repurchase facilities and credit derivatives, among others in ABS and ABS-related transactions.  Our clients include issuers, originators, sponsors, lenders, underwriters, managers, trustees, servicers, rating agencies, private equity, hedge funds and investors.  We also represent clients in mergers, acquisitions and investments that involve related securitizations and other asset-backed financings.  In addition, we advise our clients in efficient structuring of asset-backed financings to meet their tax and other business needs.

Our experience in ABS and other asset-backed financing includes asset classes such as auto loans; auto leases; credit card receivables; charged-off consumer loans; cell, broadcast and wireless towers lease financings; container shipping lease financings; renewable energy projects; energy savings contract receivables; energy tax credits; tax lien receivables; toll road receivables; residual interests, including NIM collateral and SLRs; servicer advance rights; dealer floor plan loans; time share loans; boat, RV and motorcycle loans; aircraft financings; rental car fleet receivables; railcar leases; tractor/trailer, construction equipment and chassis/cab loans; monetization of intellectual property rights; trust preferred securities (TRUPS); mobile home and manufactured home loan; reverse mortgages; small ticket leases; trade receivables; hypothecation loans; re-hypothecations of securities and other assets; insurance-related products, including synthetic re-insurance, insurance premium loans and life settlements, credit risk transfer transactions; utility receivables; medical receivables, including Medicare, Medicaid, VA and TriCare receivables; and single family rental homes. 

Auto Loans

Hunton & Williams has significant experience with both cash and synthetic securitizations of both prime and subprime auto loans.  We have acted as counsel for issuers, underwriters and credit rating agencies in publicly registered and privately placed securitizations of auto loan receivables.  We also have acted as counsel to lenders and borrowers in conduit and portfolio financings of auto loan receivables.  In addition, we acted as lender’s counsel in several dealer floorplan securitizations sponsored by two major automobile manufacturers.

In particular, we highlight the following significant auto finance and securitization experience of our firm:

  • Represent issuers and lenders in revolving auto loan warehouse facilities, securitizations and dealer floorplan securitizations
  • Represent issuers, underwriters, placement agents, rating agencies and other participants in connection with public and private (Rule 144A) prime and subprime, term auto loan securitizations, including the first-of-its-kind prime auto loan securitization involving an off-shore issuer for US-originated auto loans
  • Represent issuers of synthetic auto loan securitizations, including the first referencing a pool of prime auto loans
  • Placement agent and lender representations in dealer floorplan loan securitizations

Credit Card Receivables

Hunton & Williams attorneys are experienced in securitizations of general purpose and private label credit card receivables.  We have acted for issuers, underwriters, investors and credit rating agencies in publicly registered and privately placed credit card securitizations.  We also have represented sellers of private label credit card portfolios and platforms.

Consumer Loans

Hunton & Williams’ consumer lending and finance team’s clients include marketplace lenders, bank originators, debt and equity investors, institutional investors, private equity firms, hedge funds and other purchasers of consumer loans.  Our team’s experience in the consumer lending and finance industry allows us to provide effective and decisive  guidance, while delivering practical legal advice that is tailored exclusively to individual client goals.

Our consumer lending and finance team includes attorneys from our structured finance and securitization, corporate, regulatory compliance, lending services, bankruptcy, tax and privacy teams.  We regularly provide clients with coordinated and nuanced advice regarding this relatively new and burgeoning asset class.  For example:

  • We represent a number of private capital vehicles for the origination and/or aggregation, financing and securitization of unsecured consumer loans, including from marketplace or fintech origination streams
  • We also represent a Wall Street bank in connection with warehouse financing of unsecured consumer loans
  • We address interest rates and fees charged by consumer lenders, including banks and non-bank lenders
  • We work with lenders to obtain necessary state and federal licenses
  • We negotiate software licenses and cloud platform agreements
  • We advise on eContracting and IT sourcing
  • We structure loan sale programs that address certain US federal tax issues relevant to foreign investors
  • We develop programs for financing, selling and acquiring portfolios of consumer loans
  • We develop corporate policies and procedures
  • We design executive compensation arrangements and benefits programs
  • We evaluate and negotiate investment offers
  • We form/structure hedge funds that invest in consumer lenders and in consumer loans

Asset-Backed Commercial Paper Conduits

Hunton & Williams has more than 20 years of experience representing ABCP conduits and their administrators, liquidity providers, credit enhancers and CP dealers.  We have closed hundreds of transactions representing tens of billions of dollars, financing traditional and non-traditional assets, including, among others, trade receivables, auto loan receivables, credit card receivables, utility receivables, mortgages, hedge fund interests, securities and repurchase agreements.  In addition, we have created ABCP conduit programs and have represented some of the largest ABCP conduit sponsors in all aspects of bank-sponsored and independent ABCP conduits, including traditional ABCP and extendable and callable ABCP.