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Anthony R.G. Nolan

Partner
+1.212.536.4843
Fax +1.212.536.3901

Anthony Nolan is a finance partner in the New York office. Mr. Nolan has a domestic and international practice that emphasizes lending transactions, fixed income securities, structured finance, structured products and derivatives. He often works at the intersection of finance and investment management, including trading and regulation of swaps and security-based swaps, loan trading, securities lending and repo as well as traditional borrowing and leverage transactions.

Mr. Nolan has significant experience in (i) securities laws affecting asset-backed securities, corporate debt securities, initial coin offerings and security-based swaps, (ii) commodity futures laws impacting swaps and commodity pool participants and (iii) banking laws that regulate the derivatives and securities activities of depository institutions and their affiliates including under the Volcker Rule.

Mr. Nolan regularly advises clients in transactions involving the financial services, energy, transportation, equipment leasing, manufacturing, health care and real estate industries. His structured finance experience encompasses cash and synthetic securitizations and covers a wide range of financial assets including commercial loans and loan participations, aircraft and equipment leases and many types of consumer assets. He also represents investment advisers in various aspects of structured finance, both as investors and as sponsors of CLOs and other securitizations.

Presentations 

  • US financing options for Mexican SOFOMes under New York law; K&L Gates seminar, San Francisco CA (June 5, 2017)
  • True Lender and the Madden Case: Impact on Industry 2 Years In; Lendit USA 2017 Conference, New York, NY (March 2017)
  • New Special Purpose National Bank Charter for FinTech Companies: Evaluating the Benefits and Regulatory Pitfalls; Strafford CLE webinar (March 2017)
  • Securitization in Alternative Lending; Opal Marketplace Lending & Alternative Financing Summit, Dana Point CA (December 2016)
  • Structuring Concurrent Regulation S and Regulation D Securities Offerings: Navigating the Process, Closing the Deal, Integration of Concurrent Securities Offerings; Strafford CLE webinar (June 2016)
  • Legal and Regulatory Q&A; Lendit USA 2016 Conference, San Francisco CA (April 2016)
  • Marketplace Lending: The New Frontier; ABA Business Law Section Spring Conference, Montreal, Canada (April 2016),
  • Loan Participations and Purchased Loans; Strafford CLE webinar (March 2016)
  • Breakfast Roundtable Forum on US Marketplace Loan Investments; K&L Gates seminar, London, England (March 2016)
  • Securitization: Is There a Real Need for Securitization in Marketplace Lending? Altlend: Consumer 2016 Conference, San Francisco CA (January 21, 2016)
  • Managing Credit Risk in the Post-Lehman World: Protecting Investment & Finance Transactions Against Potential Bankruptcy Fallout; K&L Gates webinar (October 2015).
  • Resolution Stay Protocol: Background, Terms and Buy-Side Considerations; K&L Gates/AIMA webinar (September 2015)
  • The SEC Enforcement Division's Renewed Interest in Structured Products; K&L Gates webinar (June 20, 2014).
  • Understanding the Internal Organization and Reporting Requirements for Solar Issuers; Infocast Solar Securitization Conference, New York NY (September 2013) (moderator).
  • The Sun Also Raises: New Approaches to Raising Capital for Solar Energy; 2013 Annual Meeting of the Northwest Independent Power Producers Coalition, Union WA (September 2013).
  • The Changing Landscape for Derivatives; K&L Gates Eighth Annual Investment Management Conference on Global Legal and Regulatory Issues for Investment Managers and Funds; London England (July 2013).
  • Rating Agency Perspectives on Solar Securitization; Infocast Solar Power Finance & Investment Summit 2013; San Diego California (March 2013) (moderator).
  • Renewable Energy Financing: A Review of Current Developments in the Renewable Energy ABS Market; ASF 2013 Conference; Las Vegas Nevada (January 2013) (moderator).
  • Assessing the New Normal for Securitization: Risk and Regulatory Responses to the Financial Crisis; GARP Conference on Risk Based Banking and Capital Markets Regulation; New York New York (October 2012).
  • Advanced Topics in Derivatives; K&L Gates Investment Management Conference; New York New York (December 2012).
  • New Developments in Swaps Regulation Affecting the Investment Management Industry; K&L Gates West Coast Investment Management Conference; San Francisco California (November 2012).
  • CDO and CDS Litigation Trends; K&L Gates webinar (May 12, 2009).
  • Alternative Methods for Risk Transfer; Navigant Consulting Conference on International Arbitration: Managing Risk in High Growth / High Risk Markets; New York New York (September 10, 2008).

Professional Background

Mr. Nolan serves on the firm’s Opinion Committee. He served on the firm’s Management Committee from March 2013 through February 2017. He was a lecturer in law at Columbia Law School from 2007 to 2016.

Professional/Civic Activities

  • Lecturer in Law, Columbia Law School
  • SFIG Esoteric Assets Committee (co-chair)
  • SAPC working group on securitization of distributed solar energy receivables
  • ISDA, Documentation Committee; Energy, Commodities & Developing Products Committee

Banking and Asset Finance

  • Representing an international materials manufacturing company in a US$1.7 billion guaranteed term loan B and revolving credit facility.
  • Representing a US media company in a US$30 million revolving credit facility.
  • Representing an energy infrastructure services firm in amendments of several credit facilities.
  • Representing several private equity funds in warehouse financing of marketplace loan portfolios.
  • Representing a clean energy private equity fund in relation to financing activities.
  • Representing a Brazilian Bank in connection with an umbrella corporate guarantee.
  • Representing a West Coast media company in connection with the amendment and restatement of a $70 million first lien credit facility and a $45 million second lien credit facility.
  • Representing a Native American Indian tribe in connection with an $85 million secured credit facility.
  • Representing several mutual funds in negotiation of credit facilities and intercreditor arrangements designed to comply with the “single security” rules of Section 18 of the Investment Company Act.
  • Representing a private fund complex in connection with the amendment and restatement of a $150 million variable funding note facility.
  • Representing an electronics manufacturer in connection with a secured subordinated loan to an undersea cable operator in connection with seller financing arrangements.

Corporate Debt Securities

  • Representing a financial company in structuring an initial coin offering (ICO).
  • Advising multiple ICO sponsors on securities and commodity law issues related to offerings and exchange listings of digital cryptocurrency tokens.
  • Representing an international materials manufacturing company in a US$500 million high-yield bond offering.
  • Representing a US media company in a US$255 million senior secured second-lien notes offering.
  • Representing the indenture trustee in bondholder litigation involving several bond indentures.
  • Representing the indenture trustee in several corporate bond offerings under NY indentures by issuers controlled by PRC entities.
  • Representing a retail company in a synthetic lease transaction involving its fleet of 6 corporate jet aircraft.
  • Representing a maritime company in a ship financing transaction.
  • Advising an energy company in Trust Indenture Act issues relating to an exchange offer.
  • Representing a Canadian Corporation in connection with a Rule 144A offering of US$55 million of senior unsecured notes.
  • Representing a bottling and beverage distribution company in connection with a Rule 144A offering of $120 million principal amount of Rule 144A high-yield bonds.
  • Representing a semiconductor manufacturer in connection with an offering of $45 million of convertible notes offered in offshore transactions under Regulation S.
  • Representing an aircraft leasing company in connection with the issuance of $100 million of senior subordinated notes with attached warrants.
  • Representing a manufacturing company in connection with its corporate commercial paper program.

Structured Finance

  • Representing several Korean financial institutions in litigation against the Lehman estate relating to pre-crisis CDO flip clauses.
  • Representing a Japanese investment bank in commercial loan repackaging transactions.
  • Representing a pension plan as lender in a multi-CLO risk retention facility.
  • Representing a money-center bank in establishing a REMIC exchange programs with Freddie Mac, Fannie Mae and Ginnie Mae.
  • Advising a renewable energy fund in connection with securitization of solar energy projects.
  • Advising a student loan services company in connection with securitization of fees. 
  • Representing a multinational organization in establishment of an emerging markets debt fund.
  • Representing the trustee in several transactions backed by marketplace loans, automobile receivables and mortgages.
  • Representing indenture trustees and trustees of New York common law trusts in several securitizations of marketplace loans.
  • Advising servicer and trustee in several securitizations of residential and commercial mortgage loans.
  • Representing the sponsor in several registered offerings and Rule 144A offerings of asset-backed securities backed by consumer automobile loan and lease receivables and backed by dealer floor plan receivables.
  • Representing the sponsor in private placements of equity interests in several securitizations.
  • Representing an international bank in connection with a managed total return swap facility referencing a portfolio of commercial loans sold by the total return receiver to a special purpose entity.
  • Representing several investment advisers as collateral manager in CLO transactions and related warehousing transactions.
  • Representing the arranger in several CLO transactions and related warehousing transactions.
  • Representing a financial institution in connection with several total return swap transactions referencing portfolios of life settlement policies.
  • Representing acquirers of specialty finance companies in connection with due diligence of target’s securitization activity.
  • Representing several investment advisers in addressing issues affecting investments in structured finance securities, including CLO securities, auto ABS and RMBS.
  • Representing several aircraft leasing companies in Rule 144a offerings of asset-backed securities backed by aircraft lease portfolios.
  • Representing the arranger in a Rule 144A offering of asset-backed securities listed on the Irish Stock Exchange and backed by a mortgage on a credit tenant lease property in the UK.
  • Representing parties in civil litigation and government enforcement matters arising from pre-crisis CDOs.

Swaps and Other Derivatives

  • Representing a PRC investment bank in revising credit support arrangements with US dealers to comply with US uncleared swap margin rules.
  • Representing a Swiss private bank in settlement negotiations with the Lehman estate involving a portfolio of interest rate swaps.
  • Representing energy companies and offtakers in energy and environmental swaps and in swaps regulatory issues affecting synthetic power purpose agreements.
  • Representing a family office in risk premia programs with multiple investment banks.
  • Representing end-users in several industries (including financial services, mining, electronics manufacturing and energy) on a wide range of swaps regulatory compliance under Title VII of the Dodd-Frank Act, including protocol adherence, clearing issues, collateral issues, reporting and analysis of applicability of swaps entity definitions and cross-border application of US law.
  • Representing fund advisers in connection with commodity pool operator regulations, including characterization of Title VII instruments as swaps or other types of instruments.
  • Representing end-users in documenting and negotiating standard swap documents including schedules, credit support annexes and master confirmations for a variety of bespoke equity and credit derivatives transactions.
  • Representing a property developer in connection with the negotiated unwinding of interest rate swaps.
  • Representing a financial services company as special derivatives counsel in connection with the sale of a structured products subsidiary.
  • Representing several companies in connection with the effect of bankruptcy and debt restructurings on credit derivatives transactions.
  • Representing several companies with respect to bankruptcies and sales of their swap counterparties.