Asset-Backed Commercial Paper

Cadwalader is a leading law firm in asset-backed commercial paper. We represent issuers, sponsors, underwriters, swap counterparties, liquidity and other credit enhancement providers, managers and investors, including interest rate swaps, total return swaps, credit default swaps (including index trades on a tranched and untranched basis), commodity swaps, currency swaps, maturity shortening swaps, deal contingent swaps and balance guarantee swaps.


Our attorneys have established more than 150 ABCP conduits and structured finance vehicles, demonstrating the breadth and depth of our leadership and expertise in this area. Among our recent projects, we have designed structures for bank sponsors to affect their repurchase activities through asset-backed conduits, advised on off-balance sheet lending transactions conducted through special purpose “orphan” subsidiaries that fund loans through the issuance of commercial paper, and structured cross-border asset-backed commercial paper financings of multi-currency assets. We have also helped to develop innovative asset-backed commercial paper financings that utilise total rate of return swaps to help satisfy rating agency liquidity and credit support requirements. In addition, we have also restructured numerous commercial paper conduits in order to allow them to function and operate during the recent credit crisis, and we have negotiated and worked closely with rating agencies, enhancement providers and other service providers involved in these restructurings.

Structured Investment Vehicles (SIVs)

Cadwalader is an acknowledged leader in structuring and restructuring SIVs and other hybrid vehicles. The experience of our attorneys in establishing these vehicles put them at the forefront of restructurings arising as a result of the credit crisis. In addition to having advised on the US Treasury-endorsed Master Liquidity Enhancement Conduit (M-LEC), our attorneys have acted for a broad range of stakeholders, including receivers, arrangers, managers, directors, trustees and creditors. We have worked on the establishment and innovative restructurings of numerous SIVs and so-called “SIV-lite” programmes, and in some instances have led High Court, Court of Appeal and Supreme Court legal challenges, including in relation to the following programmes: Axon Financial Funding Limited, Carrera Capital Finance, “Centauri” Corp, Cheyne Finance, Cortland Capital, Golden Key Ltd. (in administrative receivership), K2 Corporation, Mainsail II, Nightingale Finance, Orion SIV, Rhinebridge, Sigma Finance Corporation (in administrative receivership), Stanfield Victoria Finance and Whistlejacket.

  • BNP Paribas in its establishment of Matchpoint Finance PLC, a EURO ABCP programme
  • Lloyds TSB Bank plc in its establishment of the Cancara Asset Securitisation Limited global ABCP programme
  • Lloyds TSB Bank plc in its establishment of the Argento ABCP programme
  • HBOS Treasury Services plc and Halifax plc in connection with the creation of Grampian Funding Limited, a securities arbitrage commercial paper conduit
  • Barclays Bank plc in the structuring of Surrey Funding Limited, a global ABCP conduit programme
  • Fortis Bank S.A./N.V in the creation of its Scaldis Capital programme, a hybrid global ABCP conduit uniquely structured to engage in both securities arbitrage and the financing of multi-jurisdictional receivables pools
  • Bayerische Hypo- und Vereinsbank AG (“HVB”) in connection with an innovative ABCP programme pursuant to which HVB transferred to commercial paper investors a portion of the default risk on specified commercial mortgages held in its loan portfolio.

5 Attorneys

Beach, Joseph W. Partner Charlotte
T. +1 704 348 5171
Bell, Suzanne Partner London
T. +44 (0) 20 7170 8549
T. +353 (0) 1 2478050
Jubin, Gregg Partner Washington
T. +1 202 862 2485
Spanheimer, Nathan Partner Charlotte
T. +1 704 348 5195
Weidner, Neil J. Partner New York
T. +1 212 504 6065