About the authors

Author: | Published: 10 Oct 2001
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Frederick Feldkamp

Foley & Lardner

Frederick Feldkamp is a partner of Foley & Lardner, heading the firm's Asset Securitization Practice Group. In 1973, Mr Feldkamp provided the legal basis for Foley & Lardner's pioneering bankruptcy opinion that permitted issuance of America's first rated private mortgage-backed security in the post-Depression era. Throughout the years, he has provided creative legal advice to support numerous securitization innovations:

  • Creation of the largest foreign-owned Japanese mortgage service firm, through sponsorship of the largest non-bank financial-institution reorganization in Japan (2000);
  • Utility transition securities (including the largest ABS offering of 1998);
  • The first private collateralized mortgage obligation (1983);
  • Exemptive proceedings permitting the first:
    - grandfathering under rule 2a-7
    - home loan conduit
    - partial pool CMO
    - builder-bond conduit
    - single-seller ABS-backed commercial paper conduit
  • Government and private-sector commercial mortgage- and other loan-backed securities;
  • The first: rated private MBS, Z class, PAC securities, shelf registrations for MBS and ABS and book-entry MBS;
  • ABS-supported asset-backed commercial paper; and
  • Revolving loan securitizations.

His practice includes counseling US and multinational corporations, international financial organizations, domestic and foreign regulatory agencies and self-regulatory organizations on a variety of financial services matters. Mr Feldkamp has consulted on projects to enhance legal, regulatory and accounting rules to facilitate securitization in countries throughout the world.

Other areas of Mr Feldkamp's practice include representation of financial service companies on all aspects of their business, including corporate law, mergers and acquisitions, regulatory and operational matters, workouts, reorganizations and bankruptcy matters. In addition, he has been involved in numerous bank, thrift and finance company restructurings. He has advised on highly leveraged bond transactions, including procedures to assure legal compliance and as counsel in proceedings to unwind and reorganize highly leveraged issuers.

Mr Feldkamp authored the US article for the Securitization Yearbook 1999, a supplement to the International Financial Law Review (September 1999) and co-authored "Rethinking the Role of Recourse in the Sale of Financial Assets", The Business Lawyer, Vol. 52, No. 1, November 1996. He is a graduate of the University of Michigan (AB Economics, with distinction, 1968; JD, magna cum laude, Order of the Coif, 1971) and was a student fellow on the Research Seminar in Quantitative Economics. He serves as legal profession representative to the FASB 140 Audit Issues Task Force of the Auditing Standards Board, American Institute of Certified Public Accountants.

E-MAIL: ffeldkamp@foleylaw.com

Cross-border finance

Stephen T Whelan

Thacher Proffitt & Wood

Practice Groups

  • Equipment Leasing
  • Corporate Finance and Municipal Finance
  • Structured Finance
  • International
Mr Whelan graduated magna cum laude from Princeton University in 1968 and received his JD degree from Harvard Law School in 1971. He has been a partner of the firm since 1978. Mr Whelan is a member of the Structured Finance Practice Group, concentrating on asset securitization, lease financing, government finance and secured lending, and is admitted to practice in New York State and the Southern District of New York.

In particular, Mr Whelan represents originators of financial assets, investment banks, credit enhancers and investors in securitization of leases, auto loans, maritime containers and other transportation assets, timeshare mortgage loans, health care receivables, franchise receivables, trade receivables, export receivables, high-yield bonds, lottery payments and other financial assets. He also represents lenders and lessors in lease financings for computer, aircraft, railcar, vehicle, maritime and telecommunications equipment, as well as private and government financing of industrial projects. His work for many insurance and banking clients includes handling note purchase agreements, term loans, revolving credit facilities and letters of credit. He also represents lessors and secured creditors in workouts or bankruptcy reorganizations involving equipment leases and securitized portfolios.

Some of his more noteworthy ABS transactions have involved: (a) representing a regular issuer of securitized bonds in public shelf takedowns and Rule 144A transactions; (b) representing the investment bankers and other intermediaries in structured financings of equipment lease portfolios involving Islamic law investors; (c) acting as counsel for the merchant banker in structured financings of internet service payments, motion picture revenues and music royalties; (d) serving as investor counsel in four "future flow" securitizations of receivables generated by Brazilian exporters; and (e) representing the merchant banker in the securitization of leveraged lease equity cash flows from a pool of project finance and aircraft transactions that had been assembled several years earlier.

Mr Whelan is chair of the leases and secured transactions subcommittee of the American Bar Association, co-author of the ABA Annual Survey on Developments in the Law of Leases, and publishes and lectures several times each year on topics such as securitization, leasing, municipal finance, FASIT legislation and bankruptcy. He has authored two books on UCC Article 2A, and the Securitization chapters in the Matthew Bender & Co treatises on Commercial Finance and Equipment Leasing.

Tel: (212) 912-7654
Email: swhelan@tpwlaw.com

Michael C McGrath

Thacher Proffitt & Wood

Practice Groups

  • Corporate and Financial Institutions
  • Corporate Finance and Municipal Finance
  • Structured Finance
  • Equipment Leasing
  • Transportation Finance

Mr McGrath graduated from Fordham University School of Law in 1988 and graduated magna cum laude from Boston College in 1980 with a Bachelor of Science in accounting. Upon graduation from college and during law school, Mr McGrath worked as an audit manager for Price Waterhouse for six years and as an officer in Citicorp's Accounting Policies and Procedures departments for two years. Upon graduation from law school, Mr McGrath joined Thacher Proffitt & Wood as an associate in the Structured Finance and Corporate and Financial Institutions Practice Groups and became a partner in 1997.

Mr McGrath has worked on a wide variety of domestic and international structured finance, lease finance, government finance and secured lending transactions. He has represented equity investors in various big ticket transactions including "Pickle" and "lease-in, lease out" transactions involving infrastructure assets such as gas and electrical distribution systems and hydroelectric facilities. He has also represented financial institutions in the origination, sale and participation of loans secured by leveraged leases and other secured loans. His recent experience in structured finance transactions includes the securitization of lease receivables and related equipment, the securitization of future rental receivables of operating assets such as gas compressors, intermodal containers and aircraft engines, resecuritization of retained residual classes of prior securitizations, the establishment of asset-backed commercial paper programmes, and the sale of lease receivables and trade receivables to various bank-sponsored conduits. One of his more noteworthy transactions involved the use of securitization to finance a newly-formed entity's acquisition of a lease portfolio sold by a lessor exiting the business.

Mr McGrath is admitted to practise law in the State of New York.

Tel: (212) 912-7851
Email: mmcgrath@tpwlaw.com