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Elizabeth J. Elias

Partner

New York

Elizabeth Elias is a partner in Orrick’s nationally recognized Structured Finance practice group. Her practice focuses on representing investors and issuers in bespoke, esoteric asset-backed securities transactions within the 4(a)(2) and Rule 144A markets.

Elizabeth has played a key role in numerous pioneering esoteric deals and has extensive experience in the securitization of commercial PACE liens, musical composition and sound recording copyrights, television, movie and other IP royalties, whole business operating companies, diamond receivables, litigation settlement awards, and PDP oil & gas wellbore interests.

In addition to her work in esoteric ABS, Elizabeth represents a wide array of market participants, including sponsors, issuers, underwriters, and service providers, in both public and private commercial mortgage-backed securities offerings.

  • Property Assessed Clean Energy (PACE)

    • Advised Greenworks Lending LLC, as sponsor, on its first-rated 144A C-PACE securitization through an issuance by its affiliate, PACEWell 5 LLC, which was named 2022 Esoteric ABS Deal of the Year by GlobalCapital.
    • Advised various commercial and residential PACE issuers in the origination, whole loan sale, warehousing, and securitization of PACE liens, bonds and related assets.
    • Advised lenders in the closing of a $220 million C-PACE loan, the second-largest C-PACE financed transaction in the country.
    • Advised Peachtree Group in the structuring of a $176.5 million C-PACE loan for the Rio Hotel & Casino in Las Vegas.

    Music, Movie, TV and Other IP Rights

    • Advising investors on a $1.102 billion forward flow securitization by an entertainment brand management group of sound recordings, musical compositions, trademarks, and other IP rights (including NIL rights and income streams derived from the exploitation of recordings and compositions) from the music catalogs of The Beach Boys, Bryan Ferry, Cher, Dan Fogelberg, David Crosby, Dean Martin, Graham Nash, Joe Cocker, Linda Ronstadt, Nat King Cole, Rod Stewart, Stephen Stills and Wu-Tang Clan, among many other musical artists and composers.
    • Advised investors on a $180 million transaction by a music rights acquisition company in its securitization of sound recordings, musical compositions, trademarks, and other IP rights for music library assets.
    • Advised investors on a ground-breaking $125 million securitization by Syco Entertainment, a holding company founded by Simon Cowell, backed by Cowell’s intellectual property rights in the “Got Talent” franchise.
    • Advised investors on a $223 million whole-business securitization financing of music assets.
    • Advised investors on a $750 million securitization backed by intellectual property rights in a famous film franchise.

    Whole Business & Other Assets

    • Advised Harley Marine Financing as issuer in executing a first-of-its-kind, $455 million whole business securitization of a true operating company, backed by tugs, barges and other marine transportation assets.
    • Advised Harley Marine Financing in its $425 million refinancing of its existing debt, which Marine Money magazine recognized as a Jones Act “Deal of the Year.”
    • Advised Centerline Logistics Corporation in its acquisition by a fund managed by Maritime Partners, which included the payoff of $275.1 million of Harley Marine Financing's existing securitization debt.
    • Advised investors in the first securitization of opioid legal fee settlement awards.
    • Advised investors in a securitization by an international diamond company of diamond receivables.