Auto Finance

Our Auto Finance Team has extensive experience structuring and executing transactions for our auto finance clients across a wide spectrum, including receivables, purchase and sale transactions, warehouse financing transactions, variable funding note transactions, participation transactions and both private and public asset-backed securitizations. Our auto finance clients include direct and indirect auto finance companies, including captives, independent lenders and banks. We also represent lenders, underwriters, placement agents and investment funds in auto finance transactions.

We routinely address and navigate bespoke legal and operational issues specific to first-time and seasoned issuers. Together with our Consumer Regulatory Compliance Team, we assist first-time issuers with obtaining state licenses and the qualifications necessary to facilitate a structured finance or securitization transaction. We also assist seasoned issuers with required filings under the securities laws and compliance with transaction requirements.

Our auto finance platform draws from the firm’s experience in securities, bankruptcy, tax, UCC, ERISA, CFPB, the Investment Company Act and derivatives, enabling us to address the full array of legal issues that arise in auto finance transactions. We also routinely advise our clients on Regulation AB II compliance matters and the securitization-related aspects of the Dodd–Frank Act, including Regulation RR. We are active members of the Structured Finance Industry Group’s Auto Issuer Committee.

• Counsel to the U.S. finance captive of a global automobile manufacturer in the renewal of its multibillion-dollar public ABS shelf registration statement and in the issuance of more than 30 public prime auto ABS securitizations.
• Counsel to a consumer finance company in warehouse financings, private securitizations of non-prime auto receivables and public shelf registration statement filings for the issuance of renewable subordinated unsecured notes.
• Counsel to the seller in the establishment of a marketplace lending platform for the sale of participation interests in non-prime auto receivables to accredited investors.
• Counsel to a startup in the establishment of an auto finance platform for prime auto lease receivables using a titling trust structure.
• Counsel to the originator and servicer in the establishment of a flow participation purchase program for auto receivables.
• Counsel to a large diversified consumer finance company in an amortizing term-loan transaction secured by non-prime auto receivables.
• Counsel to a bank seller in the sale of a distressed non-prime auto receivables portfolio to an auto finance company.
• Counsel to the placement agent in a bank-sponsored inaugural Rule 144A non-prime auto receivable securitization.
• Counsel to a private investment fund in the acquisition of various portfolios of nonperforming auto receivables.