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Experience:
Joel Telpner is a transactional attorney whose practice is concentrated on representing financial institutions, derivative dealers, investment banks, private investment funds and end users in designing, structuring and negotiating complex derivative transactions. Joel advises clients on a broad variety of financial products and transactions, including total return and credit default swaps, synthetic products, credit and equity-linked products, hedge fund-linked products, structured and leveraged finance transactions, CDOs/CLOs and other securitization products. He also has extensive experience advising clients on trading and regulatory issues involving various capital markets products.
Joel structures and provides regulatory advice concerning investment vehicles such as hedge funds, funds of funds, onshore and offshore investment vehicles and structured investment vehicles. He often focuses on products and structures that reflect the growing convergence between structured products and private investment funds. Joel designs and structures financial instruments and products that create hedging, leverage and liquidity opportunities for funds and that provide indirect leveraged synthetic investment opportunities for investors. He works with hedge and private equity funds in designing and structuring investment opportunities that can take advantage of the growing role that these funds are playing as alternative providers of capital. Joel also has extensive experience with a wide variety of other capital markets transactions, including negotiated acquisitions, corporate finance and venture capital.
Joel has been recognized as a New York Super Lawyer and is a recipient of the Harry R. Mancher Young Leadership Award. Prior to joining Mayer Brown in 2005, he was a shareholder in the firm of Greenberg Traurig LLP (2002-2005) and served as Managing Director and Chief Legal Counsel at Koch Ventures, Inc. (1999-2002). From 1994 to 1999, Joel was Director and General Counsel at CDC North America. Earlier (1991-1994), he worked as First Vice President and General Counsel with the New York branch of Bank Julius Baer & Co, Ltd. and Bank Julius Baer Securities, Inc. Between 1983 and 1991, Joel held appointments with two other law firms in New York. He is conversant in French.
Notable Engagements:
Structured Finance Representations
Unfunded synthetic CLO.
USD/Euro CLO transaction-collateral manager counsel.
$500 million hybrid, super senior unfunded ABS CDO transaction-issuer and collateral manager counsel.
$500 million funded hybrid ABS CDO transaction-issuer and collateral manager counsel.
$500 million synthetic loan-linked total return swap facility.
$150 million equity-linked note issuance.
CDO-linked credit opportunity fund.
$250 million credit default swap facility acting as back-stop to structured investment vehicle.
$1.2 billion structured note Peruvian toll road financing.
$1 billion multi-series controlled proportion portfolio-linked notes creating synthetic leveraged exposure through a credit default swap to a portfolio of credit default swaps, asset-backed securities and corporate bonds.
$50 million total return swap facility backstopping commercial paper conduit.
Credit default swap/total return swap facility backstopping $10 billion secured liquidity note facility.
Structured and negotiated program documents for a $8 billion origination and $6.5 billion commercial mortgage securitization business.
Multi-asset revolving repurchase facility for mortgage whole loans, GNMA securities, participation certificates and other assets.
$500 million participation take-out facility financing for whole loan repurchase facility with a variable participation interest based on margin maintenance advance rate percentages.
$90 million leveraged hedge fund of funds linked total return swap with embedded liquidity facility to be used to make monthly purchases of reference assets and notional adjustments to offset total return shortfalls.
$150 million knock-out call option linked to hedge fund of funds and synthetic "unallocated cash return," subject to semi-annual basket rebalancing.
Variable PPVUL hedge fund of funds linked leveraged total return swap, collateralized by feeder level investment holders and subject to monthly increases and decreases for new investments and redemptions by separate account holders.
S&P Hedge Fund Index linked leveraged total return swap with a variable asset allocation between the Index and defeasing instruments and subject to defeasance triggers and take out by a principal-protected EMTN linked to the Index with initial leverage of 4:1 subject to resets as the cushion changes.
Secured loan structured as repo facility intended to take out SPV-issued B notes issued to finance pool of cross-collateralized hotel loans.
Structured cross-collateralized and credit-enhanced back to back swap program designed to create synthetic AA credit rated swap product eligible for participation in public finance interest swap structures.
Selected Other Representations
General Counsel for US capital markets/investment banking subsidiaries of diversified foreign financial company.
General Counsel to registered broker dealers and investment advisers and US bank branch. Coordinated FED, SEC, NFA, CFTC and NASD interactions and examinations.
Established subsidiary to engage in derivative transactions and negotiated triple A credit rating.
Structuring and documentation for $6 billion benefit responsive investment contract program and $3 billion municipal guaranteed investment contract program.
Structuring and documentation for $1 billion floater/inverse floater tender option bond program.
Structure onshore and offshore hedge funds and hedge fund of funds.
Structuring, negotiating and documenting equity investments in excess of $100 million including convertible preferred stock, options, warrants, bridge loans and convertible debt.
Advising early-stage companies on business and strategic plans, budgets, capital structure and raising capital.
Represented Citibank in the sale of its investment advisory business.
Represented Westdeutsche Landesbank in the acquisition of Security Pacific's trade finance business.
Represented Citibank in one of the first leveraged buyouts in France.
Represented Cincinnati Bell in the acquisition of two French telemarketing companies.
Represented Alcatel in its acquisition of, and joint venture with, several Brazilian companies.
Participated in representation of a First Boston in its merger with Credit Suisse.
Participated in representation of bank steering committees in sovereign debt restructuring negotiations with Mexico, Brazil, Peru and Argentina and with the IMF, the World Bank, the US Treasury, the Federal Reserve and foreign central banks including the first issuance of Brady bonds of more than $44 billion. Worked with former president of Mexico in developing a private sector debt restructuring program.
Education:
Wharton School, University of Pennsylvania, MBA, 1999, The University of Iowa College of Law, JD, with distinction, 1983; Editorial Board, Iowa Law Review; Executive Editor, ASILS International Law Journal, The University of Iowa, BBA, 1978. |
