Structured Finance — Representative Engagements

• Barclays Capital Inc. Orrick served as underwriters' counsel for Barclays Capital Inc. and J.P. Morgan Securities, as co-leads, in the US$560 million sale of Class A Notes by World Financial Network National Bank.
• Nissan Motor Acceptance Corporation. Orrick served as underwriters' counsel to Banc of America Securities LLC and J.P. Morgan Securities Inc. in a nearly US$1.4 billion sale of notes by Nissan Motor Acceptance Corporation. These notes, which are backed by auto loans and carry AAA ratings, allow investors to borrow funds from the Term Asset-Backed Securities Loan Facility (TALF) provided by the Federal Reserve Bank of New York.
• MMIFF. Orrick represented JPMorgan in the first substantial private sector initiative to help alleviate the ongoing global liquidity crisis. Working closely with the Federal Reserve, JPMorgan structured and designed the Money Market Investor Funding Facility (valued up to US$600 billion), with Orrick acting as counsel to JPMorgan throughout the process. Under the MMIFF, the Federal Reserve Bank of New York will provide a credit facility to five private sector special purpose vehicles (PSPVs) to enable them to purchase eligible money market instruments from eligible money market funds. The PSPVs also will issue asset-backed commercial paper to fund the part of the purchase price of the money market instruments.
• TLGP. Orrick is representing Barclays in structuring a unique, SEC-registered master trust issuance vehicle that will acquire pools of debt guaranteed by the FDIC under the Temporary Liquidity Guarantee Program and issue pass-through securities. Orrick is also representing one of the largest bank holding companies as placement agent in several exempt offerings of TLGP debt by small- and medium-sized banks.
• ASF Outside Counsel. Orrick is working with the American Securitization Forum, investors in private-label securitizations and servicers to develop a mortgage loan modification program that will help to streamline modifications on mortgages held in securitization trusts.
• Modified Dutch Auction. Orrick represented a large hedge fund manager in structuring and implementing a "modified Dutch auction," which afforded investors who otherwise might have wished to redeem their investment in the fund an opportunity to be matched with a buyer who would offer immediate liquidity.
• Restructuring. Orrick represents the city of Detroit with restructuring of certain swap agreements in connection with rating downgrades.
• Italian Securitization. Orrick assisted Société Générale, Iccrea Banca S.p.A. and Cassa Centrale delle Casse Rurali Trentine e delle Banche di Credito Cooperativo del Nord Est S.p.A., as co-arrangers of two multi-originators securitization transactions (Credico Finance 6 and Cassa Centrale Finance) involving residential and commercial mortgage loan receivables originated by several Italian banks. The senior notes were purchased (together with the purchase of the triple A and the single A notes) by an Irish company (BCC Mortgages PLC), which issued the relevant notes listed on the Irish Stock Exchange in a CBO transaction. The value of the operation is €1,038,450,000.
• SIV Restructuring. Orrick represented the credit defaultswap provider in connection with the restructuring of the SIV-Lite Cairn High Grade Funding I. The restructuring was named the "Deal of the Year" by Risk magazine in 2007.
• RMBS. Orrick advised Standard Chartered Bank on one of the largest securitization transactions in Asia to date. The transaction involved the US$1.29 billion securitization of a portfolio of residential mortgage loans originated by Standard Chartered First Bank Korea. This deal received the "2007 Deal of the Year in Structured Finance and Securitisation" award from Asian-Counsel and was short-listed by IFLR for the 2007 "Securitisation Deal of the Year" award in Asia.
• CDPC. A London-based Orrick team closed the NewLands Financial Credit Derivative Product Company (CDPC) for Deutsche Bank, which was capitalized at more than US$500 million and, over time, is expected to have in excess of US$30 billion notional exposure to the credit default swap market. There are only four CDPCs worldwide, including Orrick client Athilon's U.S. CDPC business. This deal was short‑listed by IFLR for the2007 "Securitisation Deal of the Year" award in the United Kingdom.
• Credit Cards. A global Orrick team advised CompuCredit Corporation and Banc of America Securities Ltd. on both the acquisition and financing of a portfolio of credit cards from Barclaycard, a division of Barclays Bank PLC. CompuCredit purchased US$970 million of Monument Credit Card receivables from Barclaycard, with a substantial portion of funding from Banc of America Securities.
• RMBS. Orrick advised Kazakhstani mortgage company BTA Ipoteka on the first-ever publicly rated RMBS deal from Kazakhstan. The US$141.4 million transaction is backed by receivables from 10,274 mortgage loans originated by BTA Ipoteka, with 52 percent of the properties located in the capital, Almaty.
• Health care Receivables. Orrick assisted Dresdner Bank AG, London Branch, in a €230,050,000 securitization of receivables owed by health enterprises of the Region of Campania to a primary Italian factoring company, which purchased them from suppliers of goods and services to health enterprises. Orrick also advised Justine Capital S.r.l., as issuer of the partly paid notes, and Dresdner Bank AG, London Branch, as arranger and sole bookrunner.
• RMBS. Orrick has advised Residential Funding Companyon numerous securitizations, including advising the depositor, issuer and master servicer, totaling approximately US$12.3 billion in mortgage asset-backed pass-through certificates.