Mayer Brown - Derivatives & Structured Products

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Mayer Brown’s Derivatives and Structured Products practice is "a 'byword' for structured finance work at a global level" according to Chambers Global 2008.  Chambers USA 2008 also describes our team as "multifunctional, proactive and good negotiators."  We offer clients in depth knowledge and experience in two discrete areas of work:

Structured finance transactions, synthetics and credit derivatives
Structured products/equity derivatives

Structured finance transactions, synthetics and credit derivatives
Mayer Brown's structured transactions and derivatives practice is uniquely suited to service its clients on a global basis and to thrive during the challenging credit conditions that today’s markets present. Our strength is based on a diversified and integrated practice featuring the depth of experience that our clients demand. Our lawyers on the ground in the major markets of Europe, Asia and the Americas handle the structuring and analysis of the most complex and cutting edge structured finance transactions in the market today.

Mayer Brown’s approach is different. While we have experienced strong growth both as a firm and in our structured finance practice over the last few years, we have been careful to maintain both a very diverse client base and broad transactional experience and have avoided a disproportionate emphasis on a handful of ‘hot’ products. As a result, we have deep experience across a broad spectrum of structured finance, credit derivatives and synthetic transactions.

We regularly structure, document and provide transaction execution assistance for complex credit-linked and commodity-linked note programs and other synthetic and hybrid products for global clients. We also represent dealers and end users in credit default swaps and total return swaps on portfolio and single name exposures and on a variety of structured asset classes.

An additional and significant factor which underlies our success in winning innovative mandates is our broad experience in the regulatory and financial accounting issues which are relevant when derivatives are used to create or are embedded in structured finance transactions. We believe that this experience – which stretches from the United States to Europe and Asia – sets us apart from most, if not all, of our competitors. This has been achieved by deep and long lasting relationships which have been built up with the regulatory bodies over many years. Indeed, we are often approached to act as a sounding board as new policies are developed.

Here is what we mean:

  • When the Canadian commercial paper market virtually froze and some banks refused liquidity draw requests, one of the worlds largest international financial institutions appointed Mayer Brown to dispatch insolvency and structured finance specialists to Toronto for complex and ongoing workout discussions.

  • When one of the largest financial institutions decided to conduct a detailed risk and legal assessment and reporting on more than a 1,000 of their most complex bespoke portfolio credit default swap transactions and credit-linked note transactions, they turned to us.

  • In response to the challenges that have arisen in the monoline insurance industry, we have be asked to advise a number of the world’s largest global banks on their ‘monoline exposure.’ We have reviewed and provided advice with respect to hundreds of negative basis trades entered into with monoline vehicles, and credit default swaps entered into for the purpose of hedging monoline exposure. We have also become the ‘go to’ firm in helping clients establish innovative credit derivatives products companies to exploit new market opportunities being credit as monolines exit the structured finance space.

  • Mayer Brown structured a $3.5 billion cross-border securities lending transaction for CLO positions in a large negative basis trade portfolio and analyzed voting and other related provisions in dozens of the related credit default swaps.

  • When Bear Stearns faced potential liquidation, we represented the manager of a large Bear Stearns' derivatives subsidiary and analyzed its positions and restructured important obligations and duties.

  • In noteworthy structured finance transactions, we are advising global financial in restructuring large super-senior positions to eliminate junior debt and allow monolines providing credit default coverage to avoid making protection payments.

  • Because of our multi-product strength, we were called upon to design a structured cross-collateralized and credit-enhanced back to back swap program to create a synthetic AA-rated swap product eligible for participation in public finance interest swap structures.

  • We have established a subsidiary to engage in derivative transactions and negotiated triple A credit rating.

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Structured products/equity derivatives
As structured products have grown to bring derivatives technology to equity investments, our derivatives practice has followed suit. Our derivatives lawyers walk and talk the world of equity and index derivatives, derivatives-linked securities, fund-linked derivatives, commodity-linked derivatives; CPPI products; hybrids and other exotic derivatives. We design monetization and hedging transactions for clients such as prepaid forwards, monetizing collar and issuer options. For both hedge fund and financial institution clients, we are regularly called upon to bring those two worlds together by structuring leveraged total return swap programs linked to loan portfolios, indicies, hedge fund portfolios and other asset pools. We combine our derivatives experience with our extensive private investment fund practice to create a variety of fund structures for facilitating synthetic investment opportunities.

Examples of our transactional experience include:

  • Structuring knock-out call options linked to hedge fund of funds and synthetic “unallocated cash returns,” subject to semi-annual basket rebalancing.

  • Structuring a variable PPVUL hedge fund of funds linked leveraged total return swap, collateralized by feeder level investment holders and subject to monthly increases and decreases for new investments and redemptions by separate account holders.

  • Establishing an S&P Hedge Fund Index linked leveraged total return swap with a variable asset allocation between the Index and defeasing instruments and subject to defeasance triggers and take out by a principal-protected EMTN linked to the Index with initial leverage of 4:1 subject to resets as the cushion changes.

  • Designing a leveraged hedge fund of funds linked total return swap, with embedded liquidity facility for making monthly purchases of reference assets and notional adjustments to offset total return shortfalls.

 
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Contact:
Edmund Parker (Europe)
Joel S. Telpner (Americas)
Jeffrey H. Chen (Asia)