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 financing, derivative and synthetic products 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. Mr. Frey represents banks, hedge funds and hybrid funds in the design and negotiation of OTC derivatives products and transactions including equity, credit, and fixed income products.

He has extensive experience negotiating and implementing OTC derivatives transactions and comprehensive derivatives documentation infrastructures, including ISDA Master Agreements and collateral arrangements, 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:

• Total Return Swap-Based Financing Facility – Represented the lender/total return swap payer in a EUR 1 billion financing facility for mortgage-backed securities through a total return swap.
  
  
• Structured Loan Secured by Bankruptcy Claims – Represented the lender in the structuring and negotiation of a full recourse loan to hedge funds secured by bankruptcy claims and credit default swap protection.
  
  
• Synthetic Leveraged Financings through Total Return Swaps and Repurchase Agreements – Represented global distressed investment funds in the structuring and negotiation of total return swaps and repurchase agreements referencing term loans, revolving credit facilities and swap portfolios to obtain synthetic leveraged exposure to underlying asset problems.
  
  
• Insolvency Strategic Advice – Representation of Citigroup and its bank, broker-dealer and unregulated affiliates in connection with derivatives claims against Lehman Brothers Holdings Inc. and its affiliates and Chrysler Corp.
  
  
• 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 – Representation of Citibank 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.
  
  
• Repo-and Derivatives-Based Structured Loan Financing – Represented a major U.S. investment bank in the secured financing of existing loans through the use of repurchase and swap agreements.
  
  
• 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.