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A federal district court in New York is currently hearing a case to determine if syndicated term loans are securities under US federal and state Blue Sky securities laws. The case (Marc S. Kirschner v. J.P. Morgan Chase Bank, N.A.) came about when borrowers, Millennium Health, LLC and certain of its affiliates (“Millennium”), in a widely syndicated loan went into bankruptcy. The bankruptcy trustee (the “Trustee”) to certain trusts formed as part of the bankruptcy restructuring brought suit against the lending syndicate, including J.P. Morgan Chase Bank (“J.P Morgan”), as one of the lead arrangers alleging the lenders misrepresented the information provided to the trust’s beneficiaries (as represented by the Trustee) to determine if they wanted to participate in the Millennium syndicate. The Trustee asserts that J.P. Morgan sold its participation of a loan to Millennium which they were aware was having substantial economic and legal difficulty.
Continue Reading You Say Loan Participation, I Say Securities, Let’s Call the Whole Thing Off

So called ‘sunshine backed bonds’ are one of the newest and most exciting asset classes to enter the asset-backed securities market since the financial crisis. The resurgence of the market has led to a number of esoteric ABS issuances in recent months but it was solar energy that seemed most ripe for applying securitisation techniques (which provide an especially powerful financing tool). Indeed, given how this financing technique revolutionised the mortgage finance market 30 years ago, it now seems poised to play a role in transforming the renewable energy markets across Europe.

The case for securitising solar

In essence, securitisation allows companies to access the capital markets and in so doing to bring down their cost of capital and improve liquidity. Pools of illiquid assets are sold to bankruptcy-remote vehicles which then issue bonds to investors which are backed by the pool of assets. The originator of the assets is able to turn illiquid assets into saleable securities and in so doing shift those assets, and the risk of ownership, off its balance sheet in return for new finance.
Continue Reading Sunshine backed bonds – time to look on the sunny side?

There are two points that must be made in order to get you from where this idea started to where it is today and why we believe we are in a great position to put this project into practice.  It is not as though I will know if you skip the next two paragraphs to get there but if you do not, there is a point to all this.

The First:  We offer our services to people not to the titles they hold.  The titleholders that formed a large part of our client base leading up to September 2008 moved on while their titles were extinguished.  When those very titleholders resurfaced elsewhere in different roles yet still very much operating in the capital markets, we were purposefully in a position where the whole of our team had the ability to advise all such parties even if increasingly from a different perspective. 
Continue Reading May we sell your services please?