Term Loans, Credit Risk Transfers, and Credit Guaranties in Subscription Finance: Tailoring Loan Terms; Mitigating Risks

Ms. Lee has extensive experience in complicated financings designed to provide fund-level leverage to facilitate and support investment activities. She regularly advises various financial sponsors, asset managers, business development companies and other financial institutions on a wide variety of fund financing transactions, including: subscription (capital call) facilities secured by uncalled capital commitments and related rights, with borrowing base capacity for the fund, as well as its parallel funds, alternative investment vehicles and portfolio companies; unsecured demand lines with an uncalled capital coverage requirement; hybrid facilities; NAV facilities; asset-based revolvers and Loan-to-SPV financings; margin loans; fund guarantees of portfolio level investments; management lines provided to investment advisors for working capital purposes; and employee co-investment credit facilities secured by their fund interests.

Mr. Miller focuses his practice on novel and innovative structured financing solutions, with an emphasis on transactions that combine securitizations and derivatives. He regularly represents buy-side and sell-side institutions in connection with synthetic securitizations, credit-linked notes, credit default swaps (including tranched portfolio CDS), derivative product companies (DPCs) and other credit-risk transfer (CRT) products; cash securitizations of a wide range of asset classes, including fund interests (CFOs and rated feeders), corporate loans, receivables, municipal securities (tender option bonds), commercial and residential mortgages, intellectual property, automobile loans, and distressed and non-performing assets; repackaging and securitization transactions that utilize repurchase transactions or derivatives, such as currency swaps or total returns swaps (TRS), to transform the economic profile of, or achieve leveraged exposure to, repackaged or securitized assets; and the financing of risk retention interests in securitization transactions, among others. Mr. Miller is frequently called upon by clients to advise on securities law, UCC, bankruptcy, tax and other legal and regulatory issues. In addition, financial institutions routinely seek his counsel on contemporary issues facing the structured finance industry.