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Image: Shawn Kodes

Shawn Kodes

Partner, Corporate Department

New York

Phone: 1(212) 318-6740
Fax: 1(212) 230-7740

Overview

Shawn Kodes is a partner and Co-Chair of the Asset-Backed Finance practice at Paul Hastings and is based in the New York office.

Kodes advises issuers, sponsors, banks, underwriters, investors, asset managers, purchasers, insurers and rating agencies in all aspects of asset backed finance transactions, both in the United States and abroad. He has experience in the acquisition, sale and securitization of a broad range of asset types, including auto loans and leases, equipment loans and leases, rental car fleets, credit card receivables, U.S. and foreign trade receivables, student loans, unsecured consumer loans, music royalties, pharmaceutical royalties, manufactured homes, agricultural loans, commercial loans, high yield bonds, healthcare receivables, insurance broker commissions, corporate loans, and residual interests in securitizations. He has participated in structuring commercial paper conduits, master trusts, grantor trusts and owner trusts, as well as other forms of domestic and offshore special purpose vehicles.

He regularly advises on the most complex and sophisticated asset-backed transactions, often lending his experience and acumen to clients undertaking their first-ever securitization transactions. His clients have included AIG, Apollo, Atlas SP, Blackstone, Brigade, Carlyle, Credit Suisse, CFG Partners and Group 1001. He has become a go-to counsel for large asset manager clients looking to establish asset-backed financing and credit opportunities for their investors, including for the likes of Blackstone and Carlyle.

Kodes also has experience with derivatives, including credit derivatives, FX and interest rate swaps and total return swaps, both in commercial and structured finance contexts.

Kodes is recognized as a leading lawyer for Securitization by Chambers USA and is ranked as an "Up & Coming" lawyer in Chambers Global. Shawn is recognized as a "NextGeneration Partner" for Structured Finance by The Legal 500 US. He is also recognized as a "Highly Regarded” lawyer for Structured Finance and Securitization in the U.S. by IFLR1000. He was named a "Rising Star" for Structured Finance and Securitization by Expert Guides in 2021 and 2022, recognized as a 2019 "Rising Star" for Securitization by Law360 and named "Best in Structured Finance" by Euromoney Legal Media Group in its 2019 Americas Rising Star Awards. He was recognized as a "Rising Star" in Securities & Corporate Finance by Super Lawyers, from 2016 to 2018.

Before joining his prior law firm, Kodes was a Vice President of a financial services company that arranged capital markets financing for global financial institutions. He was responsible for transaction management and execution, as a well as oversight of the company’s legal matters. 

Kodes has been involved in various community and charitable organizations. He has served on the board of Start Small Think Big and was previously Chair of the Junior Board of Partnership with Children. He has also been involved with the Robin Hood Foundation and the Boys and Girls Club and regularly advises on a wide range of pro bono matters.

Kodes received his J.D., cum laude, from the New York Law School, where he was associate managing editor of the New York Law School Law Review. He also served as a judicial extern, in his second year, for the Honorable Faith S. Hochberg, United States District Court Judge for the District of New Jersey. He received his BA, cum laude, from Syracuse University.

Recognitions

  • Ranked by Chambers Global (USA - Nationwide) and Chambers USA (Nationwide) for Securitisation: ABS, (2021 – 2024)
  • Ranked by Chambers Global (USA - Nationwide) and Chambers USA (Nationwide) for Securitisation: CLOs, (2021 – 2024)
  • Named a "Next Generation Partner" in Structured Finance: Securitization by The Legal 500 US
  • Recognized as a “Highly Regarded” Lawyer for Structured Finance and Securitization in the U.S. by IFLR1000  
  • Named a "Rising Star" for Structured Finance and Securitization by Expert Guides, (2021 – 2022)
  • Named a "Rising Star" in Securitization by Law360, (2019)

Education

  • New York Law School, J.D., cum laude, 2007, Associate Managing Editor of the New York Law School Law Review
  • Syracuse University, B.A., cum laude, 2004

Representations

Asset Backed Finance and Related Advisory:

  • AIG in a $1.8 billion commercial mortgage backed securitization transaction
  • Apollo Global Management, as sponsor, and DonIen Fleet Lease Funding 2, as issuer, in Donlen's $1.9 billion issuance of four classes of Series 2021-1 asset backed variable funding notes secured by a collateral pool of Donlen-managed vehicle leases
  • Atlas SP as structuring agent, administrative agent and lender on various asset-backed warehouse facilities and 144a securitizations 
  • Blackstone in connection with the purchase and financing of a $1.1 billion portfolio of credit card receivables from Barclays
  • Blackstone in connection with a forward flow origination partnership with KeyCorp’s Specialty Finance Lending group and the financing thereof
  • Blackstone in connection with various consumer related forward flow origination partnerships and the financing thereof
  • Blackstone in connection with the development of a variety of direct lending products for Blackstone’s institutional and insurance clients
  • CFG Partners in a $207 million ABS bond offering backed by personal consumer loans  across multiple jurisdictions in the Caribbean - the first-ever multijurisdictional securitization of personal consumer loans and CFG's first-ever securitization - shortlisted for "Structured Finance and Securitization Deal of the Year" at the 2018 IFLR Americas Awards
  • CFG Partners on a $222 million ABS bond offering backed by personal consumer loans across multiple jurisdictions
  • CFG Partners in a $186 million ABS bond offering backed by personal consumer loans across multiple jurisdictions
  • Carlyle in connection with the purchase and financing of a portfolio of manufactured home loans
  • Carlyle in connection with the purchase and financing of a portfolio of agricultural loans
  • Citi, as lead initial purchaser, in One Main Financial lnc.'s $760 million ABS bond offering backed by personal consumer loans - One Main's first-ever rated term securitization of personal loans -and subsequent follow-on offerings
  • Conduit manager in the establishment of new multi-seller ABCP conduit
  • Credit Suisse, as lender and structuring agent, in an asset-backed financing to support the acquisition by a KKR-led consortium of a $1.1 billion music portfolio that includes more than 62,000 copyrights
  • Credit Suisse and Wells Fargo, as joint lead bookrunners, in several ABS bond offerings backed by large loan receivables by Regional Management Corp.
  • Credit Suisse, as administrative agent and a lender, in an asset-backed warehouse facility to finance the purchase of personal loans originated by Regional Management Corp.
  • Credit Suisse, as administrative agent and a lender, in a $250 million accounts receivable securitization facility for Sinclair Broadcast Group-controlled Diamond Sports Group related to sports broadcast rights
  • Credit Suisse, as administrative agent and lender, in an up to $246 million asset-backed revolving loan secured by a revolving pool of automobile leases for an auto leasing company
  • Credit Suisse, as administrative agent and lender, in a $200 million asset-backed warehouse facility for Kabbage Inc. backed by small business loans
  • Credit Suisse, as administrative agent and lender, in the establishment of a $100 million asset-backed warehouse facility for a specialty finance company, backed by short term auto leases
  • Credit Suisse, as administrative agent and lender, in a $202 million asset-backed warehouse facility for Bluevine Capital backed by small business loans
  • Credit Suisse, as administrative agent and lender, in the establishment of a $100 million auto loan securitization warehouse facility for a specialty finance lender
  • Credit Suisse, as lender, in the establishment of an asset-backed financing facility for XXIII Capital backed by multimedia and television sports broadcasting rights
  • Credit Suisse Securities, as administrative agent and lender, in a $100 million asset-backed warehouse facility for Republic Finance backed by secured and unsecured consumer loans
  • Factoring company sponsor in the securitization of trade receivables
  • Guggenheim Securities and Morgan Stanley, as joint-lead bookrunners and representatives of a consortium of initial purchasers, on a $1.3 billion ABS bond offering by Jack in the Box Funding, LLC, in the first-ever whole business securitization of Jack in the Box, which overhauled its consolidated capital structure by securitizing substantially all of its revenue generating assets, including its intellectual property, franchisee royalty streams, real estate and related company-owned restaurants
  • Guggenheim Securities, as structuring advisor and lead initial purchaser, in Lombard International Administration Services Company, LLC's $300 million ABS bond offering backed by insurance administration fees - Lombard's first securitization of insurance administration fees and the first securitization of its kind
  • Guggenheim Securities, as structuring advisor and lead initial purchaser, in Greenspoint Capital LLC's (a Stone Point portfolio company) $425 million ABS bond offering backed by insurance broker commissions
  • Guggenheim Partners in the purchase and securitization of an equity interest in ALS through the issuance of fixed-rate deferrable notes
  • Healthmarkets in the sale of their student loan portfolio
  • Hertz in securitization-related aspects of the acquisition of DonIen Corporation, including establishment of a new master trust fleet lease securitization platform to refinance Donlen's existing fleet financing facilities and establishment of conduit funded warehouse facility thereunder, as well as several term ABS issuances
  • Major financial institution in the review of, and advice with respect to, its multi-billion dollar student loan ABS exposure
  • Major rating agency in the creation of its asset-backed representations and warranties benchmarks for purposes of compliance with Rule 17g-7 of the Exchange Act, including a review of documentation for over 175 deals ranging from timeshare, cell tower, auto loans, auto leases, equipment loans, equipment leases, RMBS, CMBS, CLO, ABCP, small business loans, credit cards, consumer loans, student loans, structured  settlements, fleet leases, dealer floorplan, and railcar
  • Security Automotive Acceptance Company in the establishment of its first auto loan securitization warehouse facility and subsequent term ABS offerings
  • Large Insurance Company on derivatives, CDO, and securitization exposure
  • Large Insurance Company in several billion dollars of CDO re-packagings
  • Large Asset Manager in various consumer and small business forward flow purchase facilities and the financing thereof

CLO Related:

  • Apollo in the structuring and offering of broadly syndicated CLOs
  • Blackstone in the structuring and offering of broadly syndicated CLOs
  • Brigade Capital Management in the structuring and offering of broadly syndicated CLOs
  • Redding Ridge Asset Management in the structuring and offering of broadly syndicated CLOs
  • Brightwood Capital Advisors in the structuring and offering of middle market CLOs
  • Delaware Life Insurance Company, as collateral manager, in connection with a $305 million CLO
  • Large Insurance Company in the creation of a joint venture with a CLO manager to facilitate the growth of its CLO platform and strategic long term investments in such platform
  • Large Insurance Company in a $100 million middle market loan origination platform with a bank-affiliated asset manager
  • Large Insurance Company in a $150 million asset-backed financing facility for MidCap Financial backed by participations in middle market corporate loans
  • Large insurance company in a $130 million credit facility backed by middle market loans originated by MidCap Financial Services     
  • Large collateral manager in the structuring and offering of an offshore vehicle investing primarily in senior secured loans, managed by Apollo ST Fund Management, LLC

M&A Related: 

  • Atalaya Capital Management in its acquisition of CLO manager Teles Asset Management from Tiptree Asset Management
  • SoftBank Group Corp. on securitization related matters in its $3.3 billion acquisition of Fortress Investment Group LLC
  • Thomas H. Lee Partners on securitization related matters in the sale of THL Credit Advisors LLC to First Eagle Investment Management, LLC
  • Brookfield Asset Management Inc. in its approximately $4.8 billion acquisition of a 61.2% stake in Oaktree Capital Group, LLC
  • Willis Towers Watson PLC on securitization related matters in its $1.3 billion acquisition of TRANZACT
  • Irving Place Capital on securitization related matters in its sale of Caribbean Financial Group Holdings, L.P. to a consortium of investors led by BayBoston Capital 
  • CBAM in the sale of a portfolio of its assets to The Carlyle Group, in a transaction valued at approximately $800 million
  • Large Insurance Company in a joint venture with, and financial support for, the CLO business of an asset manager, a provider of asset management, investment strategies, financial planning and advisory services, in exchange for a portion of CLO management fees
  • Sanofi on pharmaceutical royalty related matters in its tender offer to acquire Provention Bio Inc., a provider of commercial-stage biopharmaceuticals focused on advancing the development and commercialization of investigational therapies that may intercept and prevent debilitating and life-threatening immune-mediated diseases for an equity value of approximately $2.9 billion.
  • F.A.B. Partners LP (n/k/a Centricus) on securitization related matters in its $333 million take-private of CIFC LLC
  • General Electric Capital Corporation in its $32 billion sale to Wells Fargo & Co. of GECC's global Commercial Distribution Finance business, North American Vendor Finance business and North American Corporate Finance business
  • General Motors Financial Company, Inc. on securitization related matters in its $4.2 billion acquisition of the European, Latin American and China-based auto-finance and insurance operations of Ally Financial Inc.
  • Various other strategic and private equity buyers and sellers in the use of securitization as acquisition financing

Restructuring Related:

  • Lehman Brothers on derivatives, COO and securitization matters related to its Chapter 11 bankruptcy
  • MBIA Insurance Corp in a $278 million asset-backed facility to refinance existing indebtedness
  • MBIA in connection with the restructuring/remediation/commutation of its multi-billion dollar RMBS and CMBS exposure, which involved analysis of documentation, commutation discussions with counterparties, and general advice
  • Various corporate and asset manager clients in connection with restructuring, remediation and other strategic advice related to asset-backed or derivatives exposures and utilization of asset-backed financing structures in distressed situations

Matters may have been handled prior to joining Paul Hastings.

Practice Areas

Corporate

Structured Credit

Asset-Backed Finance

Derivatives


Languages

English


Admissions

New York Bar


Education

New York Law School, J.D. 2007

Syracuse University, B.A. 2004


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