Asia-Pacific — Structured Finance

Orrick has more than 85 Structured Finance lawyers in 18 offices in North America, Europe and Asia.  In 2006, we advised clients on more than 330 financings throughout the world with an aggregate value of more than $445 billion. According to Chambers Global: The World's Leading Lawyers 2004, "Orrick is one of the world's leading securitization and structured finance firms." Globally, Orrick is consistently ranked among the top 5 law firms across all asset classes – CDOs, ABS and MBS.  Orrick's global Structured Finance lawyers serve as counsel to issuers, underwriters, credit enhancement providers, sellers, servicers, asset managers, investors and other market participants in connection with the securitization of a wide variety of assets, including:

• Orrick's "Firsts" in Asia-Pacific Structured Finance
• Asia-Pacific Awards and Recognition
• Asia-Pacific Leadership and Experience
• CDOs, Synthetics and Derivatives
• Asia-Pacific Representative Structured Finance Engagements

Orrick's "Firsts" in Asia-Pacific Structured Finance

Orrick has a long-term leading position in the asset securitization market, beginning in 1977 when we represented Bank of America in the first public offering of non-agency mortgage pass-through certificates. Since that time, the lawyers on our global Structured Finance team have assisted clients to develop many innovative structures that have led to pioneering legal developments in the structured finance field. In the Asia-Pacific region, those "firsts" include:

• First Japanese mortgage securitization
• First securitization of non-conforming residential loans in Japan
• First future flow transaction in Korea
• First cross-border future flow securitizations in the People's Republic of China
• First CMBS in the People's Republic of China
• First future flow securitization of airline ticket receivables in Japan
• First whole business securitization in Asia
• First CLO/CBO issued by a Korean bank
• First CDO of an all-Asian pool after the Asian financial crisis in 1997
• First RMBS transaction in Taiwan
• World's largest airline ticket receivable transaction (¥27 billion)
• Asia's largest securitization to date (US$1.2 billion RMBS)
• Japan's largest multi-borrower securitization (commercial mortgage loans)
• First Japanese consumer loan ABS transaction to utilize master trust technology
• First securitization of non-performing loans in Japan by a Japanese bank

Asia-Pacific Awards and Recognition

Chambers Global: The World's Leading Lawyers 2004 ranked our pan-Asian securitization practice as a top two firm, naming it "highly competitive" and "very present and active in the market."  Orrick's regional leadership in the securitization practice was established in 1999 when Orrick was named "Asia-Pacific Securitization and Structured Finance Law Firm of the Year" by International Finance Law Review, in recognition of our work on the Sanwa Bank housing loan securitization, a number of novel transactions involving Japanese consumer finance receivables, and several CBO deals involving Asian bonds and other securities. Orrick's Asia-Pacific Structured Finance lawyers have advised on many complex transactions that have received awards recognizing the innovation of our work, including the following examples:

• Representation of Standard Chartered Bank as arranger of the US$1.2 billion RMBS for Standard Chartered First Bank Korea (2006):
  • "Deal of the Year" Asiamoney
  • "Asian Securitization Deal of the Year" The Asset
  • "Asian Deal of the Year" International Securitization Report
• Representation of Citigroup and Macquarie Bank
  as arrangers of the US$145 million Dynasty CMBS, the first cross-border CMBS from the People's Republic of China (2006):
  • “Securitisation Deal of the Year” International Financial Law Review
• Representation of Fitch Ratings in the securitization of future receivables of an Indonesian coal mine (2005):
• "Best International Securitization and Most Innovative Deal" FinanceAsia
• "Best Securitization" Asiamoney
• "Securitization Deal of the Year" International Financial Law Review
• "Indonesian Capital Markets Deal of the Year" IFR Asia
• Representation of Nomura International as arranger, and The Korea Development Bank as credit facility provider, of the ¥27 billion asset backed securitization for Korean Air Lines, Korean Air Lines' first international securitization (2003):
  • "Best Cross-Border Securitization" Asian Investor
  • "Securitization Deal of the Year" International Financial Law Review
  • "Deal of the Year-Asia" The Asset
• Representation of Credit Suisse First Boston as arranger of a US$500 million credit card receivables securitization for Korea Exchange Bank Credit Service Co., Ltd. The transaction is the structural benchmark for most cross-border Korean securitization transactions (2002):
  • "Asset-Backed Deal of the Year" Asiamoney
• Representation of Nomura International as arranger of the US$250 million Floating Rate Secured Note whole business securitization for 1st Silicon (Labuan) Sdn. Bhd. (2001):
  • "Securitization Deal of the Year" International Financial Law Review
• Representation of SHL 1999-1 Corporation Limited ¥50.3 billion Notes due 2024, Japan's first securitisation of housing loans, from Sanwa Bank's portfolio (1999):
  • "Asia-Pacific Securitization and Structured Finance Law Firm of the Year" International Financial Law Review

Asia-Pacific Leadership and Experience

Orrick's Structured Finance practice is pan-Asian, with highly regarded strengths in China, Japan, Korea, Singapore and Taiwan, as well as emerging structured finance markets in Thailand, Malaysia, India and Indonesia.  Our local lawyers have more than 13 years of sophisticated regional experience and are led by a dedicated team of two Partners, two Of Counsel and ten Associates in Hong Kong, mainland China and Tokyo.  Orrick's offices in Hong Kong, Beijing and Shanghai include lawyers qualified in the U.S., England, Hong Kong, China and Australia.  Orrick's office in Tokyo combines U.S., English, French and Russian-law qualified lawyers of Orrick, Herrington & Sutcliffe LLP with the Japanese-law qualified bengoshi of Orrick Tokyo Law Offices. 

• Orrick's Asia-Pacific Structured Finance practice is led by Michelle Taylor, a partner in our Hong Kong office with more than 13 years of securitization experience in London and Asia.  Ms. Taylor moved to Hong Kong in 1998 and has established one of the most active structured finance practices in the Asia-Pacific Region.  Ms. Taylor's pioneering structured finance work includes advising on Asia-Pacific transactions that have been recognized as securitization "Deals of the Year" by International Financial Law Review, FinanceAsia, Asiamoney, International Securitisation Report and Asia Investor. 
• Eugene Chang, a partner in our Tokyo office, has been closely involved in the development of the Asia-Pacific structured finance market and has been a prominent lawyer in the Korean ABS market since its inception in 1998.  Mr. Chang's experience includes participation in Korea's first Japanese-yen denominated securitization to be offered and sold in the Japanese market. 
• Madoka Hashimoto and Minako Wakabayashi are Of Counsel in our Tokyo office and are well known for their local and cross-border structured finance and international securitization practice. Their strong practice in this field includes developing complex new structures and techniques for many notable securitization and structured finance transactions in Japan, the U.S. and Europe, including the world's largest multi-issue CLO and the recent securitization of approximately ¥2 billion in housing loans.

CDOs, Synthetics and Derivatives

In the Asia-Pacific region, we are leaders in the rapidly developing market for structured finance transactions and techniques involving:

• CDOs, CLOs and CBOs
• SIVs and SIV Lites
• Conduit companies
• Synthetic CDOs and securities
• Domestic and cross-border securitizations
• Commercial paper programs, medium term debt facilities and term debt offerings
• REMIC and non-REMIC multiclass pass-through certificates
• Credit and equity derivatives
• Single-seller and multi-seller transactions
• Senior/subordinated transactions
• Public and private securities offerings
• Existing asset and future-flow transactions
• Grantor trust, master trust and owner trust structures
• ABCPs and CDPCs

Asia-Pacific Representative Structured Finance Engagements

RMBS

• Representation of Standard Chartered Bank as arranger of a US$1.2 billion RMBS originated by Standard Chartered First Bank Korea (largest securitization in Asia to date, 2006)
• Representation of Lehman Brothers in the NT$5,031,192,098 Residential Mortgage-Backed Beneficiary Securities, a securitization of a pool of Taiwanese residential mortgage loans originated by Chinatrust Commercial Bank (2005)
• Representation of JLOC VI Limited in the ¥15,050,000,000 securitization of a loan secured by 24 residential properties located throughout Japan (2003)
• Representation of a major Japanese bank as arranger in an RMBS transaction in which beneficial interests in residential mortgage backed securities owned by numerous regional banks, life insurance companies and money lenders were collectively securitized (2003)
• Representation of a major Japanese bank as borrower in the first securitization of non-performing loans in Japan (2003)

Freight Receivables

• Representation of China Ocean Shipping (Group) Company in the issuance by COSCO (Cayman) Freight Collection Master Trust of US$200 million of certificates under a master trust backed by a pool of freight receivables (2001)
• Representation of Bank of America as arranger of the issuance by COSCO (Cayman) Freight Management Master Trust of US$400 million of certificates under a master trust backed by a pool of freight receivables (2001)
• Representation of Ambac Assurance Corporation as guarantor of the issuance of US$234,750,000 Floating Rate Certificates under the COSCO (Cayman) Freight Collection Master Trust backed by freight receivables (1999)

Consumer Credit Receivables

• Representation of Standard Chartered Bank as arranger of a consumer loan receivables securitization for Samsung Card (2006) 
• Representation of ING Securities (Japan) Ltd. as arranger of a securitization of unsecured personal loans originated by Samsung Capital Co., Ltd. (2002)
• Representation of Samsung Capital Co., Ltd. in relation to a US$296 million securitization of their auto loan receivables arranged by Merrill Lynch International (2002)
• Representation of Standard Chartered Bank as arranger of a US$300 million credit card receivables securitization for Samsung Card (2005)
• Representation of Merrill Lynch as arranger of a US$390 million asset backed securitization for Shinhan Bank (2003)
• Representation of Shinhan Card as originator of a €300 million securitization of credit card receivables (2003)
• Representation of XL Capital Assurance as guarantor in relation to a securitization of Samsung Card's credit card portfolio (2002)
• Representation of Credit Suisse First Boston as arranger of a US$500 million credit card receivables securitization for KEB Card (2002)

Whole Business Securitization

• Representation of Nomura International as arranger of the US$250 million Floating Rate Secured Note issuance of 1st Silicon (Labuan) Sdn. Bhd. (first whole business securitization in Asia, 2002)

CMBS

• Representation of Citigroup and Macquarie Bank as arrangers of the first cross-border CMBS in the People's Republic of China (2006)
• Representation ofDTC Six Funding Limited in the issuance of approximately ¥30 billion structured secured notes due 2037, a conduit loan CMBS transaction backed by loans originated to finance the construction by Daito Corporation of single-family and multiple-family apartment residences in Japan (2006)
• Representation of L-JAC One Funding Limited in the ¥45,512,500,000 securitization of two loans secured by commercial properties and one loan secured by a retail mall (2004)
• Representation of JMAC Limited in the ¥35,840,000,000 securitization of loans originated by GMAC Commercial Mortgage secured by beneficial interests in trusts that collectively own commercial properties in Japan (largest multi-borrower deal in Japan in 2003)
• Representation of Tri-City Funding Limited in the ¥8,036,000,000 securitization of three loans secured by beneficial interests in trusts that collectively own department store properties located in three Japanese cities (2003)
• Representation of a major Japanese hospital as borrower in the structuring of non-recourse loans for a healthcare corporation operating numerous hospitals in Japan backed by all current and future medical service fee receivables owned by the healthcare corporation (2004)
• Representation of RECAP Ltd. in the ¥24 billion securitization of five portfolios of high LTV loans secured by various properties (2004)
• Representation of Nomura International as arranger of a ¥7.7 billion asset backed securitization of Korean SME loans (2004)

Natural Resources

• Representation of Fitch Ratings in the securitization of future receivables of an Indonesian coal mine (2005)

Airline Cargo and Passenger Ticket Receivables

• Representation of The Korea Development Bank as credit facility provider in the issuance of ¥40 billion future flow securitization of passenger ticket receivables of Korean Air Lines (2007)
• Representation ofThe Korea Development Bank as arranger and lead manager in the issuance of ¥9 billion of future flow securitization of passenger-ticket receivables of Asiana Airlines, Inc. (2005)
• Representation of Citigroup and The Korea Development Bank as joint arrangers, and The Korea Development Bank as credit facility provider, in a ¥20 billion securitization for Korean Air Lines of their future Japanese yen cargo receivables (the first cargo transport receivables securitization in Asia, 2004)
• Representation of Nomura International as arranger, and The Korea Development Bank as credit facility provider, of the ¥27billion asset backed securitization for Korean Air Lines (world's largest airline ticket receivables transaction, first future flow securitization of airline ticket receivables in Japan and the first securitization of International Air Transport Association receivables, 2003)
• Representation of The Chase Manhattan Bank as arranger of the US$65 million securitization of the airline ticket receivables of Asiana Airlines (first future flow transaction in Korea, 2000)