Replacement Liquidity Facilities Covering $1.5B of Rated Railcar ABS

In early 2022, counterparty rating risks relating to an existing liquidity facility provider required the simultaneous negotiation and closing of replacement liquidity facilities for three separate Railcar ABS issuing vehicles for our client, Napier Park Global Capital.

Seyfarth’s structured finance team, alongside Napier Park Global Capital, worked with a major financial institution to replace liquidity facilities (structured as revolving credit agreements) covering $1.5 billion of rated Railcar ABS. The Railcar ABS comprised five series with 10 classes of notes, with a full noteholder consent solicitation required for one of the issuing vehicles.

The timing, noteholder consent process and volume and complexity of the revolving credit agreement documentation made this an extraordinary transaction.