Douglas M. Rutherford
Douglas M. Rutherford is a member of Rutherford & Bechtold LLC, a boutique structured finance law firm founded in 2009 with offices in Minneapolis, Minnesota and Bellevue, Washington. He advises on complex lending, securitization, derivatives and other areas of legal practice relating to investment management and the treasury function. Mr. Rutherford typically represents issuers, commercial and investment banks, borrowers, mutual funds, hedge funds, pension trust advisors, finance and leasing companies and insurance companies. Before founding R&B, he co- managed the structured finance and derivatives practices at Morgan, Lewis & Bockius LLP and, before that, at Faegre & Benson LLP (now Faegre Drinker Biddle & Reath). Prior to joining Faegre, he served as head of Mayer Brown’s London-based European securitization team and had previously practiced in that firm’s Chicago, Washington and Tokyo offices. He earned his B.A. from Carleton College, and his J.D. from New York University School of Law. He is a member of the Illinois, District of Columbia, Minnesota and Colorado Bars.
Doug is the immediate past Chair of the American Bar Association Business Law Section’s Securitization and Structured Finance Committee, and is a member of the UCC Committee, the Banking Law Committee, the Legal Opinions Committee and the LLCs, Partnerships and Unincorporated Entities Committee. He was one of the executive editors of the Securitization and Structured Finance Committee’s glossary, “Frequently Used Terms in Securitization and Structured Finance Transactions: Jargon, Lingo, and Lore,” which is available for purchase at www.shopamericanbar.org. He is also the co-author of Chapter 6, Uniform Commercial Code, in Securitization of Financial Assets, a Wolters Kluwer Law & Business treatise edited by Jason H.P. Kravitt of Mayer Brown LLP.
His engagements over the years have included:
- Bank financings representing agents, syndicate members and borrowers.
- Advice to clients on compliance with various proposed and enacted regulatory initiatives including the Dodd-Frank risk retention rules, the Volcker Rule, Regulation AB II and Basel III, including work on comment letters to regulators.
- On behalf of an issuer, numerous medium-term note offerings in the range of $200 million to $500 million, each with AAA(sf) and A(sf) rated tranches. On behalf of the agent bank, a $36 million secured credit facility for an equipment sales and leasing company.
- On behalf of a prominent property owner, approximately $800 million of U.S. and Canadian commercial mortgage financing, intended for packaging into CMBS and secured by over 120 self-storage facilities located in numerous different states and provinces.
- On behalf of an issuer, more than $200 million of new variable funding notes relating to an existing master trust structure. On behalf of an issuer, a $150 million, money-market eligible AAA offering of extendible asset-backed securities.
- On behalf of two different offshore lenders, a $50 million bridge loan and letter of credit facility and a subsequent $730 million project finance facility to develop a mine and related iron ore pellet and steel plant.
- On behalf of an issuer, a $100 million increase to its existing CP conduit facilities.
- On behalf of hedge funds interested in pursuing remedies for MBS investments through active collateral management strategies, negotiated re-REMIC structures to manage approximately $224 million in partially performing MBS.
- On behalf of a portable-alpha fund, a new ISDA Master Agreement and related documentation for a $100 million notional amount total return swap related to an equity index. The collateral was the fund’s limited partnership interests in an underlying “master” fund-of-funds.
- On behalf of a different portable-alpha fund advised by the same manager, a new ISDA Master Agreement and related documentation for an $75 million notional amount total return swap related to a proprietary fixed-income index. The collateral was the fund’s membership interests in an underlying registered investment company.
- On a commercial bank’s behalf, a large letter of credit financing program related to the export sales of one of America’s largest food companies. Negotiated with the customer’s agent bank and its counsel to comply with and release collateral from the customer’s $1 billion syndicated credit agreement.
- Represent investment managers, pension trusts, mutual funds, and insurance companies in diverse derivatives transactions. In connection with those clients we have been negotiating ISDA Master Agreements, related amendments, trades, and collateral arrangements with most major swap dealers. We have advised on equity and fixed-income derivatives trades aggregating several hundred million USD in notional principal amount since our inception.
- On a commercial bank’s behalf, a $38 million standby letter of credit facility for one of America’s largest toy manufacturers.
- On a commercial bank’s behalf, negotiated and documented replacement collateral for a large, outstanding letter of credit when our client decided to leave the customer’s bank syndicate.
- On a commercial bank’s behalf, negotiated and re-documented several credit facilities for Chicago-based customers of a failed bank acquired from the FDIC.
- On behalf of an issuer, analyzed and advised on the impact of the SEC’s new regulations on rating agency competition and the resulting requirement for issuers to share rating information with competing rating agencies under certain circumstances.
- On behalf of an issuer, advised on the impact of SEC proposed regulations relating to Rule 144A and Regulation AB, among other regulations, and prepared three comment letters to the SEC that have been submitted by the client.
- On behalf of an issuer, a bridge financing of a $1.4 billion loan portfolio acquisition using two newly-documented, S&P AAA-rated variable funding note series aggregating $1.2 billion and two newly-documented subordinate series aggregating $30 million.
- Permanent financing of the acquisition described above, using term TALF-eligible offerings of $1.217 billion split between two AAA-rated senior and two A-rated subordinate tranches.
- On behalf of a large commercial bank, a program for the bank to purchase bonds directly from large consortia of municipal issuers in lieu of traditional letter of credit enhancement of those bonds
- On behalf of the issuer, a $550 million securitization under the Federal Reserve’s Term Asset-Backed Loan Funding (TALF) program, together with a concurrent issuance of $25 million of subordinated medium-term notes
- Extensive workout/refinancing/restructuring advice to a nationally prominent family of finance companies
- Ongoing equity, fixed-income and credit derivative programs for numerous pension trusts, mutual funds, hedge funds, insurance companies, and other large institutional investors
- Workout and termination of numerous Lehman and AIG-related swap positions for various clients
- $750 million securitization of insurance premium finance loans in multiple tranches of short-term notes bought by commercial paper conduits and finance companies
- On behalf of the sellers, residential mortgage-related repurchase agreements involving more than $12 billion On behalf of a major oil company, a $350 million trade receivables securitization
- On behalf of the issuer, a $10 billion conduit and bank financing facility involving directly held residential mortgages and loans to mortgage lenders On behalf of the borrower, a $1.5 billion loan facility secured by the borrower’s Fannie Mae servicing rights
- On behalf of the borrower, an $800 million loan facility secured by the borrower’s Freddie Mac servicing rights
- On behalf of a hedge fund, a program for trading related to the CMBX index and for trading large-block credit default swaps on MBS On behalf of an insurance company, a credit default swap program with multiple counterparties
- On behalf of distressed asset and bank loan funds, total return swap programs designed to achieve synthetic exposure to large, bespoke baskets of underlying loans and securities
- On behalf of a CDO collateral manager, workout advice and analysis relating to a troubled CDO with more than $1 billion of securities outstanding On behalf of the purchaser, a $150 million purchase of dealer floorplan receivables out of an existing (and ongoing) securitization
- On behalf of a credit card receivables originator, a sale of substantially all of its portfolio to a bank On behalf of the issuer, a $1 billion securitization of construction loans
- On behalf of a large commercial bank, revised foreign exchange trading documentation
- On behalf of the agent and swingline lender, a $500 million combined bank loan and municipal bond financing for a prominent beef packing concern
- On behalf of portable-alpha funds, facilities to gain synthetic exposure to various market segments through derivatives secured by underlying hedge fund interests
- On behalf of the financing source, a $9 billion short-term loan financing program
- On behalf of the agent and arranger, a $76 million secured, cross-border acquisition facility
- On behalf of one of the agents, several successful rounds of refinancing involving both secured loans to the parent and various securitization tranches for a prominent sub-prime credit card issuer, involving several hundred million dollars
- On behalf of portable-alpha funds, secured bank facilities to provide liquidity for margin calls On behalf of the issuer, a $400 million securitization of timeshare receivables
- On behalf of end-users, several credit derivatives embedded into securitization and repurchase agreement structures
- On behalf of the agent, three successful rounds of workout financing for a publicly-traded agricultural input finance company in the midst of a total amortization of a longstanding commercial loan securitization. All syndicate members were paid out in full and, ultimately, the lead lender acquired the borrower
- On behalf of the issuer, two separate multi-conduit financing transactions for mortgages and for warehouse loans to third-party mortgage lenders, totaling $8 billion
- On behalf of the agent, successful multi-year workouts of troubled LBO transactions with a common equity sponsor involving financing in excess of $150 million
- On behalf of end users, numerous interest rate and currency derivatives
- On behalf of the agent, a $60 million automobile lease financing facility utilizing a titling trust
- On behalf of a life insurance company separate account, a $500 million commercial paper conduit-funded GIC transaction On behalf of the borrower, a $65 million loan to the real estate separate account of a life insurance company
- On behalf of a mutual fund distributor and its bank holding company parent, three facilities to securitize 12b-1 fees and contingent deferred sales charges
- On behalf of the agent, a $65 million facility for the purchase of insured export receivables generated by a minerals consortium On behalf of the arranger, a $30 million securitization of automobile warranty premium loans
- On behalf of the arranger, a $15 million facility to discount time drafts arising out of a letter of credit relating to an industrial project in the Middle East On behalf of the arranger, a $230 million grain inventory securitization
- On behalf of a life insurance company, an approximately $200 million securitization of appreciated equity securities
- On behalf of a major hospital system, a $150 million issuance of floating rate notes with a 30-year, multiple-rate interest rate swap On behalf of the agent for the senior lenders, a $150 million project financing of an ethanol and wheat gluten plant
- On behalf of the agent, a $123 million bank-funded securitization of agricultural input and equipment loans
- On behalf of an international car rental concern, the issuance of $1.075 billion of variable funding notes and the restructuring of a related rental car fleet lease-backed commercial paper program
- On behalf of the arranger and liquidity provider, a $135 million securitization of agricultural loan receivables
- On behalf of a life insurance company, a structured divestiture of a greater than $100 million equity position in a former subsidiary On behalf of a European bank, a securitization of substantially all of the bank’s US corporate loans
- On behalf of the originator, a Canadian $35 million trade receivables securitization
- On behalf of a U.S. retailer, several hundred million dollars of variable funding certificates backed by private label credit card receivables On behalf of an individual entrepreneur, a $50 million acquisition financing facility secured by margin stock
- Co-Executive Editor, Frequently Used Terms in Securitization and Structured Finance Transactions: The Jargon, Lingo, and Lore (American Bar Association, e-book 2015 and softcover 2016)
- Co-author, Chapter 6, “Uniform Commercial Code”, in “Securitization of Financial Assets”,
a regularly-updated Wolters Kluwer Law & Business Treatise
- “Hertz Bankruptcy and TALF: What a Summer! Current Developments in Securitization and Structured Finance”
ABA Business Law Section Virtual Annual Meeting (2020)
- “Current Developments in Securitization and Structured Finance”
ABA Business Law Section Spring Annual Meeting (Vancouver) (2019)
- “Can We Avoid a Mess When LIBOR Goes Away?”
ABA Business Law Section Annual Meeting (Austin) (2018)
- “Current Developments in Securitization and Structured Finance Law”
ABA Business Law Section Spring Meeting (Orlando) (2018)
- “Hot Topics for Regulation of Bank Capital Markets Activities: Fundamental Review of the Trading Book, Volcker Rule, and Securitization”
ABA Business Law Section Spring Meeting (Orlando) (2018)
- “SFS 501: Hot Topics and New Challenges in Securitization”
ABA Business Law Section Annual Meeting (Boston) (2016)
- “SFS 101: Securitization Basics: What Young Lawyers Should Know”
ABA Business Law Section Annual Meeting (Boston) (2016)
- “Should Lawyers Give Opinions Under the New Risk Retention Rules?”
ABA Business Law Section Annual Spring Meeting (Montreal) (2016)
- Faculty Member, Civil Air Patrol National Legal Officers College (Atlanta) (2015)
- Panelist, Introduction to Securitization, a webinar sponsored by FinancialPoise.com and West LegalEdCenter (2014)
- Curriculum Coordinator and Faculty Member, Civil Air Patrol National Legal Officers College (Dallas) (2013)
- Faculty Member, Civil Air Patrol National Legal Officers College (Dallas) (2010)
- “Financial Meltdown Update: New Adventures in Counterparty Risk”, “Representing Trustees in Connection with Troubled Mortgage Loans: Nuisance Law Meets Trust Law”, and “Panel Discussion: Ethical Mortgage Lending Practices”
Lorman Conference on Complying with Federal and State Mortgage Lending Laws and Other Developments in the Mortgage Market (Minneapolis) (2009)
- “Financial Meltdown Update: New Adventures in Counterparty Risk”
CFA Society of Minnesota (Minneapolis) (2008)
- “The Future of the Sub-Prime Lending Crisis”
North American South Asian Bar Association Annual Convention (Chicago) (2008)
- Faculty Member, Civil Air Patrol National Legal Officers College
- “2005/2006 Derivatives Update”
26th Annual “Super CLE Week”, University of Minnesota (Minneapolis) (2006)
- Director and Faculty Member, Civil Air Patrol National Legal Officers College
(San Francisco) (2005)
- “Legal Opinions in Business Transactions After Enron”
Minnesota CLE (Minneapolis) (2003)
- Project Officer and Faculty Member, Civil Air Patrol National Legal Officers College
- “Impact of New UCC Article 9” and “Increasing Importance of Credit Derivatives”
Sixth Annual Securitization and Structured Finance Institute (Minneapolis) (2000)
- “New Uses of Securitization: M&A, Project Finance and Inventory Finance”
International Bar Association Business Law Section Annual Meeting (Barcelona) (1999)
- “Current Developments in Ag Sector Securitization” and “Overview of Revised UCC Article 9’s Impact on Securitization”
Fifth Annual Securitization and Structured Finance Institute (Minneapolis) (1999)
- “Securitization and Structured Finance Basics” and “Accounting Changes and New Structures”
Fourth Annual Securitization and Structured Finance Institute (Minneapolis) (1998)
- “Cross-Border Transactions: How to Capture the Value in Foreign Subsidiaries (and Foreign Investors)”
Third Annual Securitization and Structured Finance Institute (Minneapolis) (1997)
- “Securitization and Belgian Coordination Centres” and “Term Securitization of International Assets Using U.S. Master Trusts” Structuring Access to the Capital and Money Markets via Securitization (Paris) (1995)
- “Transforming a Bank into a Securitization Conduit: The European Legal Dimension”
The Architecture of Capital and Money Market Transactions (Paris) (1994)
- Acquisition Financing
- Asset-Backed and Mortgage-Backed Securities
- Banking and Financial Institutions
- Secured Lending
- Structured Finance
- Swaps, Options and Repos
- Project Financing
- Insurance Company Financing
- Treasury Management
- Commercial and Investment Banks and their Customers
- Investment Advisors
- Mutual Funds
- Hedge Funds
- Pension Trusts
- Foundations Commercial Paper Conduits
- Insurance Companies
- Treasury Function of Companies in a Wide Variety of Industries
- B.A., Carleton College (1980), magna cum laude, Phi Beta Kappa
- J.D., New York University (1983). Research Editor, Moot Court Board.
- Elected a Fellow of the American College of Commercial Finance Lawyers (ACCFL) Currently serving as a Regent of the ACCFL.
- Martindale-Hubbell® AV Preeminent Rating
- While at Morgan Lewis, was included in Legal 500 US 2008 and 2009 under Finance/Structured Finance/Derivatives and Structured Products
- Civil Air Patrol Exceptional Service Award (once) and Meritorious Service Award (3 times)
Civic & Professional Associations
- Immediate Past Chair, Securitization and Structured Finance Committee, American Bar Association Business Law Section. Active in various other ABA committees and task forces.
- Lieutenant Colonel and Deputy Chief of the Civil Air Patrol (U.S. Air Force Auxiliary) legal officer corps.
Admitted to Practice (State)
- District of Columbia
Admitted to Practice (Federal)
- United States Supreme Court
- U.S. District Court, Northern District of Illinois
Pro Bono Areas
- Civil Air Patrol (U.S. Air Force Auxiliary)
- Establishment of charitable organizations