Manuel S. Frey

A partner in the Corporate Department, Manuel Frey focuses on a broad-based cross-border OTC derivatives, structured products and hedge fund practice. He is closely involved in the structuring, negotiation and execution of derivative, synthetic and financing products and structures and the resolution of related credit, regulatory, legal and risk management issues. He also regularly assists M&A, capital markets, litigation, bankruptcy and finance teams with derivatives aspects of acquisitions, financing transactions and corporate restructurings. Manuel represents banks, investment funds and corporate end-users in the design and negotiation of OTC derivatives products and transactions including equity, credit, currency and fixed income products. He also counsels clients on the interpretation and implementation of various derivatives-related aspects of the Dodd-Frank Act and the changes to documentation and trading practices occasioned by the ongoing regulatory reforms.

Experience

Manuel has extensive experience negotiating and implementing OTC derivatives transactions and comprehensive derivatives documentation infrastructures, including ISDA Master Agreements and collateral arrangements, derivatives clearing documentation, repurchase agreements, master confirmation agreements, give-up agreements, prime brokerage relationships, distressed debt trading documentation and participation agreements from both the dealer and end-user perspectives.

Recent engagements include:

• Repo-Based Asset Financing - Represented major private equity funds and opportunistic hedge funds in the financing of loan and bond asset acquisitions and concentrated long positions through the use of repurchase agreements.
• Acquisition Finance through Total Return Swaps - Represented large private equity fund in the structuring and negotiation of total return swaps and other bespoke synthetic instruments used to finance acquisition of portfolio company indebtedness and equity.
• Derivatives Advice - Represent the steering committee of first lien lenders of Texas Competitive Electric Holdings Company LLC (TCEH) in connection with TCEH's outstanding interest rate and commodity swap portfolio and swap claims trading issues.
• FX Hedging Programs - Advice to private equity and hedge funds' hedging strategies regarding foreign exchange exposure in connection with offshore acquisitions and dispositions, non-USD investor contributions and financial covenant compliance, and negotiation of trading platform documentation required to implement such strategies.
• Synthetic Warehouse Financing - Represent a global financial institution as swap provider under synthetic warehouse facilities in form of total return swaps to extend leverage and/or bridge financing to investment funds and CLO sponsors.
• Loan Portfolio Monetization - Represented several investment funds in the monetization of large single-borrower loan positions with continued synthetic exposure to those positions through structured loans, repurchase agreements and total return swap arrangements.
• Accounts Receivable Puts  - Represented suppliers and hedge funds in the negotiation of default protection agreements referencing various distressed resale companies and consisting of options to put accounts receivable claims to the protection seller in a bankruptcy of the reference entity and related claims transfer agreements.
• Accelerated Share Repurchase Transactions - Represented issuers in collared and uncollared accelerated share repurchase transactions through forward contracts.
• Equity Collar Hedge - Represented investment fund in the structuring of a cross-border collar transaction to hedge a concentrated stock position including securities lending arrangements and borrowing facility relating to the underlying put and call options.
• Structured Loans Secured by Bankruptcy Claims, Equities and other Distressed or Illiquid Assets  - Representation of a global financial institution as lender in the structuring and negotiation of full recourse loans to hedge funds secured by bankruptcy claims, equity positions, loans and other distressed or illiquid asset pools and supported by credit default swap protection.
• Synthetic Leveraged Financings through Total Return Swaps - Represented global distressed investment funds in the structuring and negotiation of total return swaps referencing term loans, revolving credit facilities and swap portfolios to obtain synthetic leveraged exposure to underlying asset positions.
• Claims Trading Advice - Represent Citigroup as market maker in the Lehman and Eastman Kodak bankruptcy claims trading secondary markets.
• OTC Derivatives Clearing and Dodd-Frank Advice - Represent Apollo Capital Management, Oaktree Capital Management, Kingdon Capital Management and other hedge fund and corporate end-user clients in the negotiation and implementation of clearing documentation for cleared OTC derivatives and ongoing regulatory advice regarding Dodd-Frank-related regulations.
• Interest Rate, Commodity Price and FX Hedging - Represented swap providers and borrowers in connection with requisite and discretionary interest rate, commodity and FX hedging and currency conversion transactions under syndicated secured loan facilities and project financings (together with requisite trading platform documentation).
• Insolvency Strategic Advice  - Represented a major U.S. bank and its broker-dealer and unregulated affiliates in connection with derivatives claims against several large bankruptcy debtors.
• Spin-off of Proprietary Trading Platform and Creation of Hedge Fund - Represented global principal strategies division of a U.S. broker-dealer in the spin-off from the broker-dealer and establishment of an independent hedge fund, including the negotiation of total return swap and repo-based asset transfers, financing agreements, establishment of a prime brokerage, give-up and derivatives trading infrastructure and ongoing trading advice.
• Convertible Note Hedge/Call Spread - Represented U.S. and foreign investment banks and issuers in structuring and negotiating call spread transactions and share lending arrangements in connection with convertible note issuances.
• CDS on CDO Litigation - Represented a major U.S. bank as defendant and counter-plaintiff in a breach of contract action under a credit default swap on collateralized debt obligations with pay-as-you-go or physical settlement.
• CDO Advice - Representation of a major U.S. bank in connection with the bank's rights and obligations under various cash and synthetic CDOs and related derivatives, including credit default swaps, funding swaps, liquidity put option transactions and interest rate swaps, as well as connected hedging transactions with bank, broker-dealer and monoline insurance counterparties.
• Prepaid Forward Transaction on Hedge Fund Assets - Represented a major French bank with respect to a prepaid forward transaction and related collateral arrangements on hedge fund receivables for the purpose of providing leverage to hedge fund of funds.
• Derivatives Trading Documentation Infrastructure - Ongoing representation of large and medium-sized hedge funds, private equity funds and hybrid investment vehicles in the structuring, negotiation and implementation of the comprehensive suite of derivatives trading documentation (ISDAs, collateral agreements, repurchase agreements, prime brokerage, master confirmation agreements, securities lending, give-up arrangements and related documentation) and specific trade-related analysis and advice.
• Derivatives Regulations Compliance - Represent U.S. and non-U.S. financial institutions, investment funds and corporate clients in the analysis, implementation and compliance with Dodd-Frank, EMIR and other derivatives regulations, including the cross-border application of CFTC swap regulations, clearing and reporting obligations and swap dealer/major swap participant registration requirements.
• Energy and Commodity Transaction  - Representation of power provider in negotiation and structuring of derivatives and other transactions involving carbon emissions rights, electricity transmission, and other energy and energy commodity matters.

In 2015, Manuel was recognized by Chambers Global in Capital Markets: Derivatives, in which observers singled out his "substantive expertise" and "superlative communication skills." He was also recognized in the 2014 edition of Chambers USA for his work in derivatives, and by The Legal 500 as a leading lawyer for his work in structured finance.

Practices

• Corporate
• Finance
  

Education

• LL.M., Duke University School of Law, 1998
• Second State Exam, Munich, 2000
• First State Exam, Munich University School of Law, 1997

Bar Admissions

• New York
• Germany

See Library Tab for articles, publications and presentations by Manuel Frey