Participant directory
Finding legal and advisory firms
Finding legal and advisory firms
Legal and advisory firms are essential partners in structuring and executing ABF transactions. This guide covers law firms for both sides of the transaction, underwriters, and strategic advisors.
Law firms in ABF
ABF legal work requires specialized expertise. Most deals use separate counsel for the issuer/originator side and the lender/underwriter side. The same firm cannot represent both sides due to conflicts.
Issuer and originator counsel
These firms represent borrowers in warehouse facilities and issuers in term ABS transactions:
| Firm | Notable Strengths | Practice Size |
|---|---|---|
| Mayer Brown | Deepest ABF bench, all asset classes | Large, dedicated SF group |
| Sidley Austin | Consumer, fintech, regulatory | Strong in newer asset classes |
| Latham & Watkins | Large transactions, sponsor relationships | Private equity connection |
| King & Spalding | Consumer, specialty finance | Growing practice |
| Katten Muchin | Middle market, consumer | Accessible for smaller deals |
Additional issuer counsel:
| Firm | Focus Areas |
|---|---|
| Paul Hastings | CLOs, leveraged finance, fintech |
| Winston & Strawn | Equipment, commercial finance |
| Holland & Knight | Consumer, equipment, smaller transactions |
| Hunton Andrews Kurth | Consumer, auto, mortgage |
| Greenberg Traurig | Consumer, real estate |
| Ballard Spahr | Consumer lending, regulatory |
| Goodwin Procter | Technology, fintech platforms |
| Perkins Coie | Technology lending, west coast focus |
Lender and underwriter counsel
These firms represent banks in warehouse facilities and underwriters/investors in term ABS:
| Firm | Notable Strengths | Practice Size |
|---|---|---|
| Cadwalader | Market leader, term ABS | Largest SF practice |
| Chapman and Cutler | Equipment, specialty, bank facilities | Deep asset class expertise |
| Orrick | Technology, fintech platforms | Strong in emerging assets |
| Paul Hastings | CLOs, leveraged finance | Sponsor relationships |
| Morrison & Foerster | Consumer, regulatory | Strong west coast |
Additional lender counsel:
| Firm | Focus Areas |
|---|---|
| Dechert | Investment management, fund structures |
| Simpson Thacher | Large transactions, bank relationships |
| Cleary Gottlieb | Cross-border, large transactions |
| Davis Polk | Bank relationships, large deals |
| Shearman & Sterling | Cross-border, bank clients |
| Cravath | High-end, large transactions |
| Weil Gotshal | Restructuring, sponsor relationships |
Law firm selection criteria
| Factor | Why It Matters |
|---|---|
| Asset class experience | Lawyers who know your asset class can move faster |
| Recent deal activity | Firms active in your space know current market terms |
| Team availability | Who will actually do the work? Senior or junior staff? |
| Relationship with other side | Some firm pairs work efficiently together |
| Pricing model | Hourly vs. capped vs. fixed fee |
| Responsiveness | How quickly can they turn documents? |
Legal fee expectations
| Transaction Type | Issuer Counsel | Lender Counsel |
|---|---|---|
| Warehouse facility | $150K-$400K | $175K-$450K |
| Term ABS (first time) | $400K-$1M+ | $400K-$800K |
| Term ABS (repeat) | $200K-$500K | $200K-$400K |
| Amendment | $25K-$100K | $25K-$100K |
Ranges vary significantly by deal complexity, asset class, and firm.
Managing legal costs
Before engagement:
- Get fee estimates in writing
- Understand what’s included vs. extra
- Negotiate caps for defined scope
- Clarify staffing (partner vs. associate hours)
During the deal:
- Review invoices regularly
- Push back on scope creep
- Limit conference calls to necessary attendees
- Request budgets for new issues
Structure considerations:
- Fixed fees for repeat transactions
- Capped fees with overage sharing
- Success fees tied to closing
- Blended rates across seniority
See also: Legal Counsel for detailed guidance on managing legal relationships and costs.
Underwriters and bookrunners
Underwriters structure and distribute term ABS transactions. They price deals, manage the investor roadshow, and allocate securities.
Major ABS underwriters
| Bank | Market Position | Typical Focus |
|---|---|---|
| JPMorgan Securities | Top tier | Broad coverage, large deals |
| Barclays Capital | Top tier | Consumer, esoteric, CLOs |
| Citigroup Global Markets | Top tier | Mortgage, consumer, commercial |
| Bank of America Merrill Lynch | Top tier | Mortgage, broad coverage |
| Wells Fargo Securities | Top tier | Mortgage, auto, traditional |
| Goldman Sachs | Top tier | Consumer, fintech, esoteric |
| Morgan Stanley | Top tier | Consumer, mortgage, solar |
| Deutsche Bank Securities | Top tier | Specialty, esoteric, CLOs |
| Credit Suisse/UBS | Top tier | Consumer, specialty finance |
| RBC Capital Markets | Growing | Consumer, Canadian issuers |
Middle market and specialty underwriters
| Bank | Focus | Notes |
|---|---|---|
| Jefferies | Specialty, emerging issuers | More flexible on deal size |
| Guggenheim Securities | Insurance, specialty | Strong distribution |
| Piper Sandler | Consumer, middle market | Regional relationships |
| Keefe, Bruyette & Woods (KBW) | Financial services focus | Specialty finance issuers |
| Stifel | Regional, middle market | Accessible for smaller deals |
| Academy Securities | Growing presence | Diverse ownership |
| Loop Capital | Growing presence | Diverse ownership |
Underwriter selection considerations
| Factor | Consideration |
|---|---|
| Asset class experience | Track record in your asset type |
| Distribution capability | Access to the investors you need |
| Research coverage | Do they publish on your asset class? |
| Pricing execution | Track record on recent similar deals |
| Ancillary relationship | Existing banking or trading relationship |
| Commitment to relationship | Will they support you through the cycle? |
Underwriting fee structures
| Fee Component | Typical Range | Notes |
|---|---|---|
| Underwriting fee | 0.25%-0.75% | Of securities issued |
| Management fee | 0.10%-0.25% | Portion of underwriting fee |
| Selling concession | 0.15%-0.50% | Portion to selling group |
| Expenses | Pass-through | Legal, rating, printing |
Economics example: On a $300M ABS deal with 0.40% all-in underwriting fee, the underwriter earns $1.2M gross. Net of expenses and co-managers, lead may retain $600K-$800K.
Placement agents and strategic advisors
Placement agents and advisors help source capital, negotiate with lenders, and evaluate strategic options. They add value when you’re navigating unfamiliar territory or need negotiating leverage.
Structured finance advisors
| Firm | Focus | Typical Engagements |
|---|---|---|
| Houlihan Lokey | M&A, capital raising, restructuring | Full-service advisory |
| FT Partners | Fintech focus | Capital raising, M&A |
| StoneCastle Partners | Specialty finance | Capital raising, strategy |
| Piper Sandler | Middle market | Capital raising, M&A |
| Stephens Inc. | Regional, middle market | Capital raising |
Additional advisory firms
| Firm | Specialization |
|---|---|
| Keefe, Bruyette & Woods | Financial services M&A |
| Performance Trust | Community banks, depositories |
| Jefferies (Advisory) | Restructuring, capital raising |
| Lazard | Large transactions, cross-border |
| Moelis | Strategic advisory, restructuring |
| PJT Partners | Restructuring, capital raising |
| Evercore | Strategic advisory, M&A |
When to use an advisor
Situations where advisors add value:
| Situation | Why Advisor Helps |
|---|---|
| First capital raise | Navigate unfamiliar landscape |
| Multiple term sheets | Create process, negotiate leverage |
| Strategic evaluation | Objective assessment of options |
| Complex negotiation | Experienced negotiator on your side |
| M&A transaction | Process management, buyer/seller access |
| Restructuring | Creditor negotiation, liability management |
Situations where you may not need one:
| Situation | Why You Can Self-Execute |
|---|---|
| Repeat transaction | You know the players and process |
| Single-source relationship | Limited negotiation needed |
| Simple warehouse renewal | Standard terms, established relationship |
| Strong in-house team | Existing relationships and expertise |
Advisor fee structures
| Engagement Type | Typical Fee |
|---|---|
| Capital raise (equity/debt) | 0.5%-2.0% of capital raised |
| M&A sell-side | 1.0%-3.0% of transaction value |
| M&A buy-side | 0.5%-1.5% of transaction value |
| Restructuring | Monthly retainer + success fee |
| Strategic advisory | Monthly retainer |
Fee considerations:
- Minimum fees (often $250K-$500K+ for capital raises)
- Success vs. retainer structure
- Exclusivity period
- Tail period for post-termination closes
Building relationships with legal and advisory firms
For law firms
Before you need them:
- Identify 2-3 firms for each role (issuer counsel, lender counsel)
- Have introductory conversations to understand capability
- Request references on relevant transactions
- Understand their current workload and availability
When engaging:
- Clearly define scope and budget
- Specify who will do the work (partner, senior associate)
- Establish communication protocols
- Set expectations for turnaround times
For advisors
Evaluating fit:
- Do they understand your asset class?
- What’s their recent transaction experience?
- Who will work on your engagement?
- What’s their relationship with relevant capital sources?
- How do they handle conflicts?
Engagement process:
- Initial meeting to assess fit
- Fee proposal with clear scope
- Reference checks on similar engagements
- Negotiate terms before signing
- Establish reporting cadence
Common mistakes
| Mistake | Impact |
|---|---|
| Hiring based on reputation alone | May get junior staff on your deal |
| Not checking references | Discover service issues too late |
| Unclear scope | Fee disputes and surprise costs |
| Single-sourcing without competition | No negotiating leverage |
| Waiting until deal pressure | Limited choices, higher costs |
Cross-references
- Legal Counsel for managing legal costs and relationships
- Underwriters and Bookrunners for distribution and pricing
- Capital Raising Process for advisor selection in raises
- Participant Directory for overview and other categories