Asset-Backed Finance

Mortgage Servicing Rights

• A non-bank residential mortgage servicer in connection with the structuring of a master trust and the issuance of 37 different classes of MSR-backed notes on the initial closing date of the master trust. The broad variety of notes issued in this complex transaction included rated notes, unrated notes, fixed rate notes, floating rate notes (including notes supported by interest rate hedges and other notes not supported by interest rate hedges), term notes, and variable funding notes and involved 144A, Regulation S, bank, and asset-backed commercial paper conduit execution.
• A non-bank residential mortgage servicer in connection with a series of servicer advance acquisition lines of credit.

Student Loans

• Carlyle and KKR purchasing a US$10+ billion portfolio of prime private student loans from Discover Bank and subsequent securitization.
• Apollo and Blackstone in a JV with Nelnet for the acquisition of Wells Fargo’s private student loan portfolio and subsequent securitization of over US$9 billion of private student loans.
• Carlyle in the acquisition of a $415 million private student loan portfolio, and strategic investment into Monogram LLC (Monogram), a leading provider of finance solutions for students and their families.

Other Consumer Loans

• KKR in purchasing and financing a US$7.2 billion portfolio of super-prime recreational vehicle loans.
• Foundation Finance Company LLC, a home improvement lender, in its term securitizations and warehouse facilities.
• Marlette Funding, LLC on the development of its marketplace lending securitization platform.
• Credigy in a US$1.3 billion forward flow purchase transaction with LendingClub.
• Ares Management Alternative Credit funds in connection with its joint venture with Certified Automotive Lease Corp (CAL Automotive) to purchase up to US$1.5 billion prime new vehicle leases originated by CAL Automotive.
• Zenith (a portfolio company of Bridgepoint) on its £1 billion+ auto lease and residual value securitization (UK).
• LahiTapiola on each of the Tommi Finnish auto STS securitizations.
• An insurance company in connection with a preferred equity investment in a mortgage originator and a corresponding right of first refusal with respect to US$10 billion of forward flow production.

Commercial Real Estate

• Goldman Sachs as issuer in a US$1.5 billion CMBS securitization of the Baha Mar Resort in The Bahamas.
• Several financial institutions as issuers in connection with multiple CMBS securitizations of data center portfolios owned and operated by QTS, a Blackstone portfolio company.
• Arbor Realty Trust in its landmark US$802 million CRE CLO securitization secured by commercial real estate loans on build-to-rent properties in various stages of construction.
• Invesco Commercial Real Estate Finance Trust, Inc. in its first ever CRE CLO, totaling US$1.2 billion.
• Greystone in its CRE CLO securitization program secured exclusively by bridge loans on healthcare-related properties.
• A syndicate of lenders in connection with a US$2.23 billion mortgage loan secured by 49 distribution, office, and manufacturing properties across 30 states as acquisition financing for a healthcare company as part of a US$30+ billion acquisition.
• A national banking association in connection with multiple mortgage and mezzanine loans in an aggregate amount of US$2+ billion to finance the acquisition of more than 240 office, retail, and entertainment properties across the United States, Puerto Rico, and Canada.
• A syndicate of lenders in connection with the origination of a mortgage and a mezzanine loan in the aggregate amount of US$955 million secured by an office building in Chicago, Illinois, which included a historic tax credit structure.
• A national banking association in connection with a US$500 million aggregation facility for build-to-rent properties.

Music Royalties

• An entertainment brand management group in its US$397 million securitization of sound recordings, musical compositions, trademarks, and other IP rights for music library assets.
• A sponsor consortium comprised of global asset manager DWS Group (as sponsor and investment advisor to an investor consortium) and specialist investor in and manager of media music rights Cutting Edge Group (CEG) (as lead investor and manager) in the creation of a joint venture with Warner Bros. Discovery (WBD).

Mergers and Acquisitions

• Apollo Global Management in the acquisition of Credit Suisse’s Securitized Products Group (SPG) to form Atlas Securitized Products, L.P.
• Global Container International, a leading lessor of marine intermodal containers, in its acquisition by Triton International Limited, the world’s largest lessor of intermodal freight containers, for a total transaction value of over US$1 billion (including outstanding debt).

Home Equity Investments

• Carlyle in a US$300 million purchase facility of equity-sharing home loans from Unison.
• D2 Asset Management in its US$280 million minority investment in Unlock Technologies.

U.S. and European CLOs

• Permira Credit, CVC Credit, and Spire Partners on all their European CLOs from establishment of their platforms to date.
• Brigade Capital, Fair Oaks Capital, and RBC BlueBay Asset Management on their recent European CLOs and related risk retention financing and captive CLO Equity/Risk Retention Fund establishment and operations.
• LGT on the establishment of their debut European CLO platform and attendant risk retention and CLO securities fund and risk retention financings.
• Neuberger Berman, Elmwood, CIFC, and Sound Point on many of their recent U.S. CLOs.*
• The issuers on many recent U.S. CLOs managed by Blackstone.*
• Starwood Property Trust in a series of CLOs backed entirely by infrastructure loans.

Risk Retention

• Numerous CLO asset managers (CVC Credit, Permira Credit, Oaktree Capital, RBC Bluebay AM, Fairoaks Capital) in establishing risk retention and captive CLO equity funds.
• Several clients in risk retention financing transactions, including asset-backed financings, repurchase agreements, and joint venture majority-owned affiliates.
• Clients in developing several innovative co-sponsor structures where lending platforms partnered with a third-party co-sponsor or established JVs to hold retention and other securities.

Pharma and Other IP Royalties

• OMERS Life Sciences in its acquisition of a capped, tiered, declining royalty on direct annual net sales of ORLADEYO® (berotralstat) from BioCryst Pharmaceuticals, Inc. for US$150 million.
• HealthCare Royalty/Sagard Healthcare in the up-to-US$400 million acquisition from uniQure N.V. of royalty rights due from CSL Behring from the net sales of HEMGENIX® (etranacogene dezaparvovec-drbl).
• An international asset manager in connection with its intellectual property-backed guidance financing for a multinational 4G/5G wireless network hardware and software provider and its subsequent passu-secured convertible notes issuance to support a subsequent de-SPAC transaction.
• An asset manager’s platform (fund documents, investment documents, and deal documents) to invest through non-recourse loans in patents and other IP assets and litigation assets in the not-for-profit sector.

Workouts and Restructurings of Asset-Backed Finance Transactions

• Reverse Mortgage Investment Trust Inc. (RMIT) in Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Delaware (RMIT focused on the reverse mortgage industry, with a servicing portfolio of c. US$25 billion in October 2022; with US$1.4 billion in funded debt obligations, RMIT’s Chapter 11 cases were among the largest filed in 2022).
• The term loan and DIP lenders in the Hooters bankruptcy.
• Conn’s Inc., a sponsor of multiple consumer receivables ABS, in its bankruptcy proceedings.
• A European lender in a US$1.75 billion new money financing and global restructuring and debt exchange of a multinational energy, metal, mining, and infrastructure conglomerate.
• Carlyle in Europe on the restructuring aspects of a £1.3 billion+ securitization of catalog and other receivables.

*Some of the above matters were handled by lawyers prior to joining Sidley.