"A super firm and has grown strongly in the last few years." Chambers UK, 2013

Structured Debt and Capital Markets

Our Structured Debt and Capital Markets team is a dynamic, market-leading group, with expertise in developing highly innovative structures across the full spectrum of structured finance and derivatives products. We combine the in-depth specialist knowledge of our team with the range of expertise in our firm as a whole to provide commercial, focused solutions, often in situations which are complex and challenging.

We assist funds, sponsors, arrangers, issuers, trustees, rating agencies, investors and other market participants in relation to all forms of debt financing arrangements, including securitisation and other structured capital markets products, stand-alone bond issues, commercial paper, GDRs, EMTN programmes, convertible bonds and repackagings. 

The team has experience in all asset classes including RMBS, consumer ABS, corporate ABS/ whole business securitisation, CMBS (and work-outs), covered bonds, ABCP and esoteric asset classes such as vehicle rental, operating lease ABS etc.

The practice covers derivatives in both OTC format as well as securitised derivatives across the full range of asset classes including interest rate, equity, credit, FX, commodities and longevity. In particular, the team has experience advising on complex derivatives transactions, including synthetic securitisations and CDS and total return swap transactions (synthetic disposals). The team also advises on stock-lending and repo transactions.

The team regularly work with other groups within the firm, including our Asset FinanceReal Estate Finance teams as well as lawyers across our global panel of preferred firms.

Structured Debt and Capital Markets

Some structured debt and capital market specialisms are:

ABCP Conduits

The ABCP market is decidedly smaller today than at its peak in 2007, however throughout the financial crisis many sponsor banks’ multi-seller ABCP conduits have remained open for business to help fund the “real” economy by providing much needed financing to trading companies and providers of consumer finance.

However, the regulators’ distrust of the securitisation market generally and an apparent lack of understanding of the ABCP product means that the sector is facing significant regulatory challenges both in Europe and in the US as regulators globally call for increased transparency and additional risk retention whilst sponsor banks grapple with the implementation of the new Basel III regulatory capital framework.

As one of the few firms in the London market to have true specialist expertise in the ABCP conduit market, together with our international offices and close connections with strategic preferred firms, Bryan Cave Leighton Paisner is ideally placed to provide legal solutions to participants in the ABCP conduit-funded securitisation market both in domestic and multi-jurisdictional transactions.

Bryan Cave Leighton Paisner provides a full service in all aspects of ABCP conduit-funded securitisation and other on-balance sheet structured receivables financing. Our team boasts the broadest range of structured finance experience outside the UK Magic Circle and is able to cover trade receivables, consumer loans, auto loans and leases, vehicle rental fleet, dealer floorplan, credit card and more esoteric asset classes(for example, operating leases).

As a fully integrated full service firm in London, our structured finance team is supported by our tax, compliance & regulatory, restructuring & insolvency and asset finance teams. Through our award-winning international offices together with our long-established connections with strategic preferred firms in other countries around the globe, Bryan Cave Leighton Paisner is able to provide international legal experience with local knowledge thereby providing a complete legal solution for our clients.


The emergence of European CLO transactions in recent months is an encouraging sign that there is a revival of this important (and much needed) source of funding, following the lead of the more developed US CDO market. Bryan Cave Leighton Paisner’s CDO team comprises lawyers with a Magic Circle pedigree who are experienced in advising collateral managers, arrangers and other key parties on collateralised debt obligation transactions.

Corporate Trust & Agency

The economic turmoil of the last few years has put unprecedented focus and pressure on corporate trustees. The trustee community has been and will continue to be at the heart of the challenges facing the financial markets. Bryan Cave Leighton Paisner’s Corporate Trust and Agency team can help you deal with these challenges.

The Corporate Trust and Agency team sits within Bryan Cave Leighton Paisner’s wider Structured Debt & Capital Markets practice and provides specialist advice to clients on the full range of corporate trust and agency matters.


The novelty and complexity of many derivatives transactions should not be underestimated and potential counterparties or investors which do this do so at their peril. There are several features which can be and must be negotiated rather than accepted as being "market standard". We have considerable experience in doing this for both banks and corporates.The collapse of Lehman has highlighted a huge number of legal issues concerning not only esoteric issues but also certain provisions found in almost every single swap agreement. Counterparty risk and its mitigation has become a significant issue for non-bank end users.

We have unparalleled experience acting on a large number of CMBS and CDO issues (acting for issuers and investors) which had interest, equity, credit and other swaps with Lehmans.

We have considerable experience acting for both banks and corporates in negotiating hedging for specific loan interest liabilities and RPI receivables.

We are pre-eminent in property derivatives and freight futures agreements. The use of property derivatives (property linked notes and OTC contracts) as a solution to the renaissance of the European investment property market is being discussed in several contexts.

Our Dispute Resolution, Litigation and Insolvency teams are actively engaged in a variety of derivatives-related issues.

Portfolio Sales & Related Financings Overview

We have a leading practice advising buyers and sellers on all aspects of the acquisition, disposal and work-out of performing and non-performing loan portfolios across the UK and Europe. We work in a multi-disciplinary team of leading finance, real estate, tax and regulatory experts. Our expertise includes assembling and running data rooms and data tapes, running auctions, undertaking due diligence, negotiating SPAs (including representations and warranties and associated limitations) and negotiating financing arrangements. Through our depth and range of experience of advising on both the buy and sell side of transactions, we are able to anticipate potential issues and understand the motivation and negotiating stance of different parties.


Our Securitisation team draw upon the combined, securitisation-focused resources and experience of our tax, real estate, real estate finance, corporate, projects and capital markets practices.

We have advised arrangers, originators, borrowers, credit enhancers, monolines, private equity and real estate funds, sellers, servicers, collateral managers, swap counterparties, rating agencies and trustees in connection with the securitisation of a full range of assets. In particular, we have significant experience of advising on all aspects of UK and European commercial real estate securitisations (including B Note transactions) in conjunction with our top-ranked Real Estate Finance team.

We routinely partner with our clients to undertake the R&D necessary to bring to the market new asset classes, innovative structures and alternative products and are particularly known for our creativity and dogged persistence in structuring securitisations in emerging markets.

We have worked with assets in the UK and all of the major Western European jurisdictions, as well as with assets in Asia, the Middle East, Russia, Eastern Europe and the United States.


In challenging real estate and finance markets and with the high levels of outstanding real estate debt, the role of servicers and special servicers of commercial mortgage loans has never been so important. Through our extensive experience acting for servicers and special servicers, and with the firm’s recognised broad expertise in real estate, real estate finance, securitisation, restructuring and insolvency, we are uniquely placed to advise on all the issues you may face. We also provide support as loans exhibit deteriorating trends or covenant breaches and require closer management, both prior, during and after a transfer to special servicing.

We advise on the legal issues to be considered when determining a strategy for specially serviced loans, whether this be a workout or enforcement as well as assisting you with the implementation of those strategies, bearing in mind your obligations to other parties such as junior lenders or investors.

We regularly work with lawyers from our preferred firms in providing advice on pan-European deals, including those in Germany, France, Italy, Spain, Finland, Sweden, Switzerland, The Netherlands and Belgium.

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