Ellen P. Pesch

ELLEN PESCH is co-leader of the OTC Derivatives industry group at Sidley. Ellen has more than 20 years of experience representing capital market participants with respect to structuring, negotiating and documenting derivatives and structured finance transactions. She has represented clients in a wide variety of derivatives transactions ranging from interest rates, currencies, commodities and credit to total return, inflation, weather, catastrophic and mortality/longevity transactions. Ellen also has significant experience with the various Dodd-Frank regulatory issues as they impact the derivatives market, as well as the regulatory issues associated with the intersection of the insurance and derivatives markets.

Ellen is described as a “skilled derivatives attorney” who “understands the transactions from front to back, as well as the documentation.” She has been recognized by clients and fellow lawyers nationally in the field of Capital Markets: Structured Products in Chambers Global (USA, 2011–2014), Derivatives in Chambers Global (USA, 2015–2025), Capital Markets: Structured Products in Chambers USA (USA – Nationwide, 2011–2014), and in Derivatives in Chambers USA (Nationwide, 2015–2025). Chambers USA 2021 notes that Ellen “is great to work with, she is very commercial and she helps her clients solve seemingly intractable problems.” Sources also mention that “she really understands the markets, not just the documents, and she can dovetail her regulatory knowledge into transactions.” In addition, Ellen was recognized as a 2024 “Top Women of Law” by Massachusetts Lawyers Weekly, has been recognized in the 16th annual BTI Client Service All-Stars report, and has been appointed to the Expert Panel of P.R.I.M.E. Finance.

Ellen’s recent experience in energy-related transactions includes representing:

• Presidio Investment Holdings LLC (Presidio Petroleum), a portfolio company of Morgan Stanley Energy Partners, in the largest to date by value securitization of oil and gas proved develop producing (PDP) assets.
• Advised an exploration & production (E&P) company on the restructuring and novation of a portfolio of commodity hedges in connection with its acquisition of another E&P company.
• Regularly advise multiple E&P companies with respect to their commodity trading portfolios, including negotiating trading documentation, related CFTC and Dodd-Frank regulatory compliance and coordination with credit facility terms.
• Advised a private equity fund in connection with an FX deal contingent hedge related to its acquisition of foreign energy-related assets and the related restructuring of its commodity and interest rate hedging portfolio post-acquisition.
• Advised the purchaser of a portfolio of project finance lending transactions in connection with the related acquisition of various swap transactions related to the project finance loan transactions as well as the related regulatory issues.
• Advised a private equity fund in connection with its acquisition of a transportation company and the acquisition of a related portfolio of fuel hedges related to the target.
• Advised a domestic swap dealer in connection with a forward starting energy swap to fix the price of energy related to a new wind farm under construction.
• A private equity fund in connection with its hedging of the foreign currency risks associated with renewable energy projects in Latin America.
• A domestic financial institution in the documentation and execution of interest rate swaps related to various renewable energy project finance transactions.
• A domestic swap dealer in the documentation and execution of energy swap transactions with various exploration and production (E&P) companies which are cross-collateralized with reserves-based lending (RBL) facilities.
• A foreign swap dealer in connection with its evaluation and strategy related to its loan and swap exposure to a distressed energy company.

Ellen’s recent experience in insurance-related transactions includes representing:

• Prudential Financial, Inc. in the sale of a US$31 billion portion of its in-force legacy variable annuity block for US$2.2 billion to Fortitude Re, Bermuda’s largest multi-line reinsurer.
• An insurance conglomerate in connection with its compliance with Dodd-Frank initial margin requirements, including the related trading documentation.
• A reinsurance company in connection with the establishment of limited recourse trading facilities related to modco and funds withheld accounts.
• A domestic financial institution in connection with a total return swap to provide credit enhancement related to a structured surplus note transaction with a life insurance company.
• An insurance conglomerate in connection with the regulatory analysis and related restructuring of its derivatives trading platforms.
• A foreign asset manager in connection with the documentation and execution of various catastrophe swaps and related cross-border regulatory issues.
• Various swap dealers in the documentation and execution of various swap transactions related to mortality risk to hedge exposure to life insurance companies and related regulatory issues.
• Securities Industry and Financial Markets Association (SIFMA) with respect to certain Dodd-Frank issues related to the insurance-linked securities (ILS) market, including representation of SIFMA in various meetings with the CFTC and successfully obtaining no-action letter relief from certain commodity pool operator (CPO) regulatory requirements that affected the ILS market.
• Various catastrophe bond (Cat Bond) issues and underwriters in connection with various Dodd-Frank regulatory issues and the related structuring and transaction documentation.

Ellen’s recent experience in structured finance- and regulatory-related transactions includes representing:

• Various swap dealers in connection with deal contingent swap transactions related to both M&A transactions and financing transactions.
• A joint venture entity in its establishment of a hedging portfolio to hedge certain fixed rate assets related to a floating rate warehouse facility.
• Multiple domestic financial institutions in connection with LIBOR transition issues related to their swap portfolios and related loans.
• A foreign swap dealer in connection with the structuring and negotiation of a total return swap utilized as a liquidity facility in connection with an asset-backed commercial paper program.
• An asset manager in connection with the structuring and implementation of an interest rate and currency hedging strategy for a portfolio of music and television royalty interests.  
• A foreign trading platform in connection with the implementation of its joint venture with a U.S.-based exchange to offer in-bound and out-bound trading products to U.S. and non-U.S. customers and the related CFTC and SEC regulatory approvals.
• Various swap dealers in the documentation and execution of interest rate swap transactions with various structured finance vehicles and related Dodd-Frank regulatory issues. Structured finance vehicles have included renewable energy project finance, auto loans, consumer finance and whole business securitization transactions.
• An asset manager in connection with its review and execution of various Tender Option Bond (TOB) investments following structural changes mandated by the Volcker Rule.  
• An asset manager in connection with its due diligence review and acquisition of a portfolio of swap transactions.
• A foreign financial institution in connection with its termination of various swaps that it intermediated.
• A domestic swap dealer on various Dodd-Frank and insurance regulatory issues related to its vendor protection and factoring products.
• A foreign financial institution in connection with the CFTC regulatory issues related to its proposed acquisition of an operating Futures Commission Merchant (FCM).
• An asset manager in connection with its negotiation and execution of a series of total return swaps (TRS) as a means of financing certain loan and debt investment transactions.
• The International Swaps and Derivatives Association (ISDA) with respect to insurance insolvency netting opinions in multiple states for the benefit of ISDA’s membership. Also represented ISDA and the Futures Industry Association (FIA) in connection with the industry-wide renegotiation of the form Cleared Derivatives Execution Agreement (CDEA), which was jointly published by ISDA and FIA in response to regulatory changes mandated by the Dodd-Frank Act.  
• Various parties in connection with disputes with Lehman Brothers regarding the termination of both direct swap transactions and swap transactions that were entered into with SPVs in which our clients were investors. 
• A foreign financial institution in connection with a dispute and related litigation over a credit-linked note transaction with the investor.

Ellen is an active participant in various committees of the International Swaps and Derivatives Association (ISDA), International Energy Credit Association (IECA) and the Structured Finance Industry Group (SFIG).