T.J. Gordon

T.J. GORDON is a co-leader of Sidley's Structured Finance practice. His practice focuses on the representation of private credit funds, other alternative asset funds, insurance companies, banks, private equity, FinTech companies, corporate borrowers, and other financial intermediaries in asset-based finance (ABF), structured finance, securitization, forward flow purchase, warehouse lending, and special situations transactions. 

A significant portion of T.J.’s practice comprises of financings and acquisitions of consumer loans and receivables, including personal loans (a/k/a marketplace lending loans), student loans, both federally guaranteed (FFELP) and private, home improvement loans, debt settlement fees and loans, buy-now-pay-later and point-of-sale loans and credit card receivables.

T.J. is ranked in Chambers USA (2022–2025) and Chambers Global (2022–2025) for USA Capital Markets: Securitisation ABS.

Representative transactions and financial products include:

• Represented Americor in a US$153 million first-of-its-kind asset-backed securitization collateralized by debt-settlement fees.
• Represented Achieve on its inaugural US$217 million debt settlement fee securitization.
• Represented Conn’s Inc., an iconic American furniture and appliance retailer with over US$1.1 billion of total funded debt listed in the filing, in its Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas.
• Represented 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).
• Represented Carlyle and KKR in their agreement to acquire, and subsequent securitization of, a US$10.1 billion portfolio of prime private student loans from Discover.
• Represented Carlyle in a US$300 million purchase facility of Equity-Sharing Home Loans from Unison.
• Represented KKR’s credit funds and accounts in connection with the purchase of a US$7.2 billion portfolio of super-prime recreational vehicle (RV) loans from BMO Bank National Association.
• Representation of Apollo Global Management in the acquisition of Credit Suisse’s Securitized Products Group (SPG). The investment vehicles managed by affiliates of Apollo acquired the majority of SPG’s assets and other related financing businesses from Credit Suisse, and formed a new platform to enter into an investment management agreement to manage the residual assets on Credit Suisse’s behalf.
• Representation of a joint venture among Nelnet, Inc. and certain investors as issuer’s counsel on the over US$4 billion Nelnet Student Loan Trust 2021-A securitization backed by private student loans, one of the largest asset-backed securitizations in any consumer asset class since the 2008 global financial crisis.
• The buyer group in the acquisition of Wells Fargo’s approximately US$10 billion student loan portfolio.
• Counsel to Freedom Financial Network, LLC in its rated securitization program of its C+ and F+ loan products.
• Representation of Purchasing Power, LLC in the securitization of retail installment contracts repaid by payroll deduction.
• Issuer’s counsel to Marlette Funding, LLC on its marketplace lending securitization platform.
• Counsel to affiliates of Garrison Investment Group LP in US$4.62 million of asset-backed securitizations of unsecured consumer loans originated via the Prosper lending platform.
• Joint counsel to Victory Park Capital and KKR in a US$175 million asset-backed securitization of unsecured consumer loans originated via the Avant lending platform.
• Representation of Jefferies LLC and certain affiliates in a Rule 144A securitization of small business loans originated on the OnDeck platform.
• Representation of Credigy in a US$1.3 billion forward flow purchase transaction with LendingClub.
• Issuer’s counsel or underwriter’s counsel for several other privately placed securitizations of online marketplace loans.
• Representation of investment fund clients in the establishment of purchasing trusts and purchase programs to acquire whole loans originated on online marketplace lending platforms.
• Representations of investment funds, as borrowers, and major investment and commercial banks, as lenders, in connection with online marketplace loan warehouse financing facilities.
• Representations of lenders in student loan warehouse financings with aggregate commitments in excess of US$70 billion.
• Acquisitions of financial assets with an aggregate purchase price in excess of US$7.59 billion, including representation of Discover Financial Services in its acquisition of The Student Loan Corporation.
• Representation of a major bank in the disposition of its FFELP student loan portfolio.
• Securitizations involving trade receivables, credit card receivables, commercial loans (CLOs), student loans, franchise rights, time share receivables, equipment and motor vehicle finance receivables, small business mortgage loans and life settlements, as well as whole business securitization. 
• Syndicated bank and mezzanine financings (including investment grade, asset backed, A/B, unitranche and acquisition financings). 
• Restructurings, work outs and other insolvency related matters, including Chapter 11 proceedings, debtor-in-possession financings and collapsing SIVs, CDOs and other structured vehicles. 
• Synthetic commutations of financial guaranty insurance policies.

• Former member of the Board of Directors of the Structured Finance Association
• Structured Finance Association’s Editorial Review Committee
• American Bar Association
• Chicago Bar Association