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Vedder Thinking | Articles Applicability of U.S. Risk Retention Rules to Structured Aircraft Portfolio Transactions

White Paper

Reader View

Five leading U.S. law firms published a White Paper on the application of the U.S. credit risk retention rules to a typical issuance of securities by a newly formed special purpose vehicle that owns (or will own) a portfolio of aircraft and related leases. The White Paper was prepared by attorneys from Clifford Chance LLP, Hughes Hubbard & Reed LLP, Milbank, Tweed, Hadley & McCloy LLP, Pillsbury Winthrop Shaw Pittman LLP and Vedder Price P.C. Shareholder Kevin MacLeod led the team at Vedder Price that worked on the White Paper, which included other shareholders active in the market for these securities.

"The purpose of this White Paper is to provide general guidance to transaction participants and practitioners in their consideration of the application of the provisions of Section 15G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as added by section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and the federal interagency credit risk retention rules promulgated thereunder, codified at 17 C.F.R. Part 246 (the “CRR Rules”), to a typical issuance of securities by a newly formed special purpose vehicle that owns or will own, among other things, a portfolio of aircraft and related leases (a “Structured Aircraft Portfolio Transaction”). This White Paper was prepared by the law firms named below, but does not reflect the view of any law firm in the context of any particular transaction. The guidance set forth in this White Paper is for informational purposes only, and is subject to change in light of future federal interagency decisions interpreting the CRR Rules or applicable legislative or judicial action. Neither this publication nor the law firms that authored it are rendering legal or other professional advice or opinions on specific facts or matters, nor does the distribution of this publication to any person constitute the establishment of an attorney-client relationship."


Kevin A. MacLeod