Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

Sullivan & Cromwell's Structured Finance Group specializes in crafting creative securitization and other financing structures. The Firm has played a leading role in structuring groundbreaking transactions in a wide range of asset classes. Our broad expertise in securities, banking, tax and bankruptcy law enables the Structured Finance Group to apply a multidisciplinary approach to structured finance transactions. We believe that this multidisciplinary approach will become increasingly important in the coming years in view of the increased sophistication and complexity of many securitization transactions. Further, our broad-based global practice (including long-standing relationships with leading law firms throughout the world) makes the Structured Finance Group uniquely qualified to provide legal advice on cross-border securitization transactions.

Sullivan & Cromwell is involved in a wide range of transactions involving securitization and repackaging of financial assets, including:

• commercial loans
• limited recourse loans
• derivatives exposure
• bonds and corporate debt (including multijurisdictional transactions)
• project cash flows
• credit card and trade receivables
• commercial real estate
• commercial and residential mortgages
• life insurance and annuities
• auto and truck loans

The Structured Finance Group also focuses on transfers of some or all of the risks of assets through a range of techniques, including:

• synthetic securitizations
• credit, equity and other derivatives
• participation arrangements
• insurance contracts

The expertise of lawyers throughout the Firm is brought to bear on the issues raised by complex structured finance transactions, including:

• banking issues
• real estate issues
• securities law issues (including investment companies)
• derivatives issues and practice
• UCC and other commercial law issues
• tax issues
• commodities issues
• insolvency issues
• project financing issues
• corporate issues

Selected Structured Finance Deals

• S&C is representing the Mara and Tisch families, owners of the New York Giants National Football League franchise, in the US$ 650 million synthetically-fixed rate financing of Giants Stadium LLC, which involved the issuance of auction rate securities coupled with monoline credit protection and structured credit, interest rate and bond rate swaps (2007).
• S&C represented the underwriters, including JPMorgan as structuring advisor, in three perpetual bond offerings by CEMEX (with approximate aggregate value US$ 2.99 billion), involving the issuance of Yen perpetual bonds by CEMEX and the use of extinguishable swaps to issue USD perpetual bonds to institutional investors (2006, 2007).
• S&C acted as tax counsel to the financing trusts and as structuring counsel to the lead bookrunners (Merrill Lynch and UBS) in a contingent capital transaction for The Hartford, involving the issuance of fixed rate bonds by an investment vehicle (Glen Meadow Pass-Through Trust) backed by financial assets and swaps or, at the option of The Hartford at any time, newly issued high-equity credit instruments (2007).
• S&C represented Goldman Sachs as provider of total return and credit default swaps, which securitized governmental receivables in connection with a toll road project in Peru and then used sovereign debt derivatives to mitigate associated risks (2007).
• S&C represents Goldman Sachs as sponsor of a synthetic securitization program for the issuance of tailored synthetic CDOs to individual investors (ongoing).
• S&C represented Allianz (Germany) and Blue Wings Ltd. (Cayman Islands) in connection with securitization of natural catastrophe perils (2007).
• S&C represented UBS (Switzerland) in a synthetic securitization to hedge the risk in a proprietary repo book (2006).
• S&C represented AXA (France) and Osiris Capital (Ireland) in connection with securitization of life insurance mortality risk (2006).

Contacts for Structured Finance Matters

For more information on Sullivan & Cromwell's structured finance practice, please contact Mark J. Welshimer or one of these structured finance partners:

UNITED STATES: New York Office

Arthur S. Adler
John E. Baumgardner, Jr.
Robert E. Buckholz, Jr.
Catherine M. Clarkin
Anthony J. Colletta
Ronald E. Creamer, Jr.
Ivan D. Deutsch
Andrew G. Dietderich
Robert W. Downes
Ann Bailen Fisher
Kathryn E. Ford
David J. Gilberg
Richard R. Howe
Gary Israel
Erik D. Lindauer
Frederic C. Rich
Joseph C. Shenker
Rebecca J. Simmons
Alan J. Sinsheimer
Willard B. Taylor
Donald C. Walkovik
Benjamin R. Weber
Mark J. Welshimer

UNITED STATES: Los Angeles Office

Hydee R. Feldstein

UNITED STATES: Washington D.C. Office

Eric J. Kadel, Jr.
Emily S. McMahon
Robert S. Risoleo
Dennis C. Sullivan

EUROPE: London Office

Craig D. Jones
Jamieson J. Logie
S. Neal McKnight
John O'Connor
Stewart M. Robertson
Andrew P. Solomon
Christine A. Spillane

EUROPE: Paris Office

William D. Torchiana

ASIA PACIFIC: Hong Kong Office

William Y. Chua
John D. Young, Jr.

ASIA PACIFIC: Melbourne Office

John E. Estes