Consumer Finance

Overview

As part of our Structured & Warehouse Finance Team, our Consumer Finance Team has extensive experience establishing and executing transactions for our consumer finance clients. Whether you’re a traditional brick-and-mortar retail installment, fintech lender platform, alternative or global investment fund, investment bank, private credit fund, or specialty finance lender, we know your business and your industry.

Our team can handle your most complex issues across a broad spectrum of consumer loans, including secured, unsecured, and soft secured consumer loans, auto loans and leases, device payment plan receivables, elective health receivables, lease-to-own receivables, and timeshare loans. Our credit card securitization team can handle your cross-border public and private credit card receivables securitizations, advise on acquisitions and divestitures of credit card portfolios, and structure mergers of credit card banks.

We’re at the forefront of both the auto finance and timeshare finance spaces, guiding the way for direct and indirect auto finance companies and representing timeshare companies in transactions secured by timeshare loan receivables. We’ll work alongside you on everything from complicated cross-border deals with timeshare assets in non-U.S. jurisdictions to high-profile industry acquisitions of timeshare companies.

If you need one firm to handle a diverse set of issues, we are thoroughly integrated with Alston & Bird’s consumer finance regulatory practice, as well as the bankruptcy and restructuring, tax, UCC, ERISA, Investment Company Act, EU and UK risk retention, derivatives, real estate, and servicing teams, enabling us to seamlessly address the full array of legal issues that arise in your transactions.

Our Consumer Financial Services Team is a preeminent group of lawyers focused on the regulation of consumer credit, providing unique insight and guidance specific to your needs when advising on regulatory and compliance matters and considering all your concerns when conducting broad regulatory reviews of systems and business operations or targeted reviews of a particular issue or item.

Experience

Please follow the links provided for our representative experience in:

Automotive Finance Transactions

• Issuer’s counsel in the renewal of a multibillion-dollar securities public shelf registration statement and a public prime auto securitization program for more than 10 years. In this capacity, we executed approximately 29 public securitization transactions totaling $35 billion.
• Issuer’s counsel to a publicly traded, non-prime consumer finance company in its warehouse financings and securitizations of subprime auto receivables. We have executed over 20 private securitization transactions totaling more than $5.1 billion.
• Borrower’s/issuer’s counsel to the specialty finance subsidiary of a publicly traded company that provides collector-car financing solutions to high-net-worth individuals and businesses in the U.S., Canada, and Europe in its $75 million cross-border warehouse financing facility.
• Issuer’s counsel to an auto finance platform specializing in first-time auto buyers in its warehouse financings and securitizations of auto receivables.
• Borrower’s counsel to a startup app-based vehicle subscription leasing company in its acquisition and financing of a vehicle lease portfolio originated by one of the first rideshare market competitors and the establishment of various warehouse credit facilities to finance its consumer and rideshare vehicle subscription lease programs totaling approximately $1 billion.
• Borrower’s counsel in the warehouse financing of consumer motor vehicle leases and seller’s/servicer’s counsel in the establishment of flow purchases of auto leases to credit unions leveraging a titling trust structure.
• Borrower’s counsel for a bridge loan facility to facilitate sales of vehicles from Canadian auto dealers to U.S. auto dealers.
• Counsel to a federal credit union, as originator and servicer, in the establishment of a participation purchase program for auto receivables.
• Represented a multinational automobile manufacturer in its $900 million 144A/Regulation S offerings; its $209 million term asset-backed securities loan facility offering; its establishment of auto loan, lease, and wholesale warehouse financing facilities; and its sale of auto financing assets to a bank holding company.
• Counsel to a global alternative asset investment management company for a non-prime auto loan purchase program leveraged by an uncommitted warehouse facility structured to be compliant with the EU risk retention rules.
• Counsel to a U.S. finance subsidiary of a global automobile manufacturer in its issuance of medium-term notes in the United States and Europe pursuant to its $25 billion program and $11 billion program, respectively.
• Counsel to a lead arranger and administrative agent in a $350 million senior secured floorplan credit facility for certain eligible new, used, and rental recreational vehicles.
• Placement agent’s counsel in a first-time Rule 144A issuance of subprime auto receivables originated by a national bank.
• Seller’s counsel in the establishment of a marketplace lending platform for the sale of participation interests in subprime auto receivables to accredited investors.
• Securitization counsel to an international auto manufacturer as acquirer in the acquisition of a publicly traded non-prime auto receivables originator.
• Purchaser’s/lender’s counsel to an affiliate of a Wall Street investment bank in purchase and financing programs for subprime auto receivables originated by small to midsized auto dealers.
• Borrowers’/issuer’s counsel to several non-prime auto finance companies in warehouse financings and a securitization of subprime auto receivables.
• Issuer’s counsel to a diversified consumer finance company, together with seven of its originator subsidiaries, in an amortizing term loan transaction secured by subprime auto receivables.
• Seller’s counsel to a regional bank in the sale of a subprime auto receivables portfolio to a nonbank auto finance company.
• Represented a multinational automobile manufacturer’s financial services arm in its $19 billion auto lease securitizations and $1.5 billion auto loan securitization.
• Borrower’s counsel in a revolving $100 million warehouse facility secured by auto loans.
• Represented a global asset management firm as senior bondholder of rated notes secured by subprime auto loans in three securitizations totaling $674 million whose servicer and administrator were filing for bankruptcy. Advised on replacing the servicer and administrator and the successful transition to new a servicer and administrator in all securitizations.

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Credit Card Securitizations

• Advised a multinational bank on its $1.5 billion credit card securitization.
• Advised a preeminent global bank in S-3/SF-3 registrations exceeding $100 billion, a public note issuance of over $75 billion, and a $5 billion asset-backed commercial paper issuance for credit card securitizations.
• Represented a multinational bank as sponsor, originator, administrator, and servicer; its special-purpose vehicle as depositor and transferor; and trust as issuing entity on the $1.5 billion public securitization of credit card receivables.
• Represented a major national retailer in over $2 billion in public and private credit card securitizations.
• Represented a major international financial institution in the global FDIC-facilitated acquisition of a bank during the Great Recession.
• Represented a global bank in the acquisition of a credit card program sold by a major specialty retailer.
• Represented a financial institution in its inaugural $245 million warehouse facility and $600 million upsize to finance near-prime credit card receivables, its inaugural $300 million term securitization, its inaugural card-as-a-service program, and its subsequent acquisition by a national bank holding company.
• Represented a major credit card program in its sale to an international bank holding company.
• Represented an insurance company on a potential future flow acquisition of credit card receivables from a specialty financial institution.

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Timeshare Finance

• Advised a global timeshare and vacation ownership company in its acquisition of an independent timeshare and vacation ownership company, including advising on the then-existing securitization and warehouse transactions of the target company secured by timeshare loan receivables (approx. $1.4 billion).
• Represented a global timeshare and vacation ownership company as issuer and sponsor in its inaugural Rule 144A and Reg S issuance of rated notes secured by timeshare loan receivables following its acquisition of an independent timeshare and vacation ownership company (approx. $246 million).
• Advised a global timeshare and vacation ownership company in its acquisition of a private vacation ownership brand, including advising on the then-existing securitization and warehouse transactions of the target company secured by timeshare loan receivables (approx. $1.5 billion).
• Represented a global timeshare and vacation ownership company as issuer and sponsor in its inaugural Rule 144A and Reg S issuance of rated notes secured by timeshare loan receivables following its acquisition of a private vacation ownership brand (approx. $240 million).
• Represented a global timeshare and vacation ownership company as issuer and sponsor in its inaugural Rule 144A and Reg S issuance of rated notes secured by timeshare loan receivables combining different types of timeshare assets (approx. $500 million).
• Represented a leading global timeshare operator as issuer and sponsor in its Rule 144A and Reg S issuance of rated notes secured by timeshare loan receivables (approx. $269 million).
• Represented a leading global timeshare operator as issuer and sponsor in its Rule 144A and Reg S issuance of rated notes secured by timeshare loan receivables (approx. $293 million).
• Represented a leading global timeshare operator as issuer and sponsor in its Rule 144A and Reg S issuance of rated notes secured by timeshare loan receivables (approx. $375 million).
• Represented a leading global timeshare operator in its warehouse facility secured by timeshare loan receivables (approx. $850 million).
• Represented a leading global timeshare operator in its warehouse facility secured by timeshare loan receivables (approx. $70 million).
• Represented a leading global timeshare operator in its acquisition of a timeshare loan originator and its existing securitization and warehouse financing platforms (approx. $117 million).
• Advised a global timeshare operator on its issuance of senior secured term notes used to finance an acquisition (approx. $900 million).

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