Daria K. Boxer

Daria K. Boxer

Of Counsel

Daria K. Boxer focuses her practice on corporate and commercial finance transactions, including structured finance and secured lending, as well as private and public offerings of debt and equity securities. She regularly counsels clients on corporate finance, securities law and corporate governance issues and general corporate matters. Daria represents lenders and borrowers in connection with a broad range of financing transactions, including subscription and capital call facilities, acquisition financings, warehouse lines, cashflow financings and project finance transactions. She also represents underwriters and issuers in public and private auto loan and lease securitizations, as well as securitizations of online marketplace loans.

As a structured finance lawyer, Daria has represented issuers and underwriters/initial purchasers in executing more than 50 nine-to-ten-digit structured finance transactions, encompassing both public and Rule 144A offerings of asset-backed securities and auto loan, auto leases, and unsecured consumer loans securitizations. She has advised sponsors of securitization transactions with respect to compliance with U.S. credit risk retention rules under the Securities Exchange Act of 1934 (the “Risk Retention Rule”) and prepared related Risk Retention Rule memoranda, as well as assisted clients in evaluating and complying with rating agency criteria and responding to rating agencies’ inquiries in compliance with the Rating Agency Reform Act. She has structured and formed numerous special purpose vehicles and bankruptcy remote entities, and prepared related true sale and substantive non-consolidation opinions and other corporate legal opinions. Daria has also worked with the Securities and Exchange Commission (SEC) to declare effective shelf registration statements, including preparation and filing with the SEC necessary forms relating to subsequent take-downs (424H, 424b2, 8-K, FWPs, ABS-15G, and 305b2).

As a commercial finance lawyer, Daria has represented major banks and financial institutions, as well as sponsors and borrowers, in connection with secured lending and other financing transactions, including revolving and term loan credit facilities, warehouse lending facilities, redemption of term securitization bonds with the proceeds of warehouse financing and monetization of earn-out rights. She regularly provides counsel on secured transactions/UCC Article 9 issues and creditors’ rights.

As counsel to issuers and regional centers in connection with EB-5 financing transactions, Daria has prepared offering documents and advised a number of regional centers, developers and other EB-5 project sponsors across various industries, ranging from hotel and other commercial and residential real estate developers to renewable energy system integrators.

Concentrations

  • Debt financing and credit facilities
  • Securitization and structured finance
  • EB-5 financing transactions
  • Private placements of securities and other project finance transactions
  • Asset and stock acquisitions
  • General corporate representation
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Competenze

Esperienze Professionali

  • Represented a leading German car manufacturer in a series of public offerings of asset-backed securities totaling in the aggregate over $5 billion of ABS notes backed by auto leases and over $4 billion of ABS notes backed by auto loans. (2015-2018).
  • Represented a marketplace online lender in establishing and implementing a marketplace loan securitization platform and executing a series of Rule 144A offerings of ABS notes in the aggregate amount of over $1.6 billion; advised the client with respect to compliance with the Risk Retention Rule and assisted with structuring of the financing of the acquisition of required risk retention interests. (2016-2018).
  • Represented a specialty retailer of consumer electronics and home appliances in a series of redemptions of outstanding ABS notes using the proceeds of a related warehouse facility, including preparation of related loan sale and transfer documents. (2017-2018).
  • Represented a major U.S. bank in connection with renewal and restatement of a $3 billion a year auto finance program. (2017-2018).
  • Represented underwriter syndicates in connection with public and private placements of asset-backed securities totaling over $10 billion in the aggregate; prepared and negotiated underwriting agreements, reviewed and commented on offering materials and transaction documents; coordinated due diligence efforts and prepared negative assurance letters. (2015-2018).
  • Represented a California-based bank, as sponsor, servicer, originator, and administrator in connection with a public offering of $390.0 million asset-backed notes, and a Rule 144A offering of $17.4 million certificates representing residual equity interests in the issuing trust. The notes and the certificates were backed by auto loans originated by the bank. Prepared related prospectus supplement and base for the offering of the notes, and private placement memorandum for the offering of the certificates; worked on transaction documents and closing opinion letters regarding true sale, non-consolidation/FDIC safe harbor rule, UCC Article 9 and Volcker Rule issues; prepared and effectuated filings of the preliminary and final Rule 424 prospectus, Form 8-Ks with pre-closing opinion letters and transaction documents, Form T-1 qualifying the indenture, and free writing prospectuses regarding ratings and pricing of the notes; worked with local counsel on concentration opinion letters; coordinated preparation of DTC letters of representations and other ancillary documents; and managed all other aspects of the transaction. (2015).°
  • Represented a California-based bank, as sponsor, originator, servicer, and administrator in a series of auto loan securitization transactions involving issuance of the following publicly offered asset-backed notes and privately placed residual certificates representing equity interest in the issuing trust:
    • $350.0 million notes and $18.2 million certificates;°
    • $325.0 million notes and $16.5 million of certificates;°
    • $275.0 million notes and $14.7 million certificates;°
    • $225.0 million notes and $13.8 million certificates;°
    • $223.3 million notes and $13.3 million certificates;°
    • $247.1 million notes and $16.5 million certificates (2013-2015).°
  • Worked with underwriter’s counsel to prepare and have declared effective by the SEC a shelf registration statement on the Form S-3 with respect to issuance on a delayed basis of $2.0 billion of asset-backed securities (ABS); drafted responses to the SEC’s comments and communicated with the SEC staff regarding various registration statement issues. (2014).°
  • Represented a consumer finance company and auto loan originator in a $30.0 million secured credit facility to the client’s wholly-owned bankruptcy remote special purpose entity (SPE), including formation and structuring of the SPE, negotiation of the funding agreement and work on related legal opinions with respect to non-consolidation, true sale, and UCC perfection issues. (2013).°
  • Assisted with representation of a California-based bank as the sponsor, originator, servicer, and administrator in a Rule 144A offering of the following ABS notes and certificates representing residual interest in the issuing trust:
    • $238.0 million notes and $14.5 million certificates (2013).°
    • $182.5 million notes and $13.5 million certificates (2012).°
  • Worked on the offering memorandum for the notes and the private placement memorandum for the certificates; assisted with related transaction documents, including the receivables purchase agreement, the sale and servicing agreement, the indenture, the trust agreement, and the administration agreement; and prepared corporate resolutions, officers’ certificates, and other ancillary documents.°
  • Represented a major financial institution in connection with renewing a master warehouse facility in the aggregate amount of over $2.5 billion consisting of several sub-facilities secured by prime and subprime auto loans and auto leases. (2015-2018).
  • Represented a syndicate of financial institutions in connection with renewing a $3.0 billion warehouse credit facility to finance unsecured private student loans held by a special purpose entity. (2017-2018).
  • Represented a major U.S. bank as lender in connection with a $60 million revolving credit facility and term loan secured by borrower’s security alarm customer contracts and related recurring monthly revenue. Worked to prepare and negotiate the credit agreement; performed due diligence review and legal analysis of customer contracts pledged as collateral; and prepared borrowing base certificate and other ancillary closing documents. (2013).°
  • Served as co-counsel to a major U.S. bank as lender in connection with a $100 million revolving credit facility and term loan secured by borrower’s security alarm customer contracts and related recurring monthly revenue.
  • Prepared loan documents and participated in the closing of a $15 million revolving credit facility with a leading restaurant surveillance services provider. Assisted with post-closing issues, including revision of customer agreement forms and compliance with post-closing financial reporting obligations.
  • Served as co-counsel to a major American bank with an $18 million secured credit facility with a conglomerate of security alarm companies.
  • Advised an oil and gas company in connection with amending and supplementing offering materials for a tranched EB-5 offering under Regulation S and Rule 506(b) of Regulation D in an aggregate amount of $200.0 million. (2018).°
  • Advised a U.S. subsidiary of a China-based Fortune Global 500 company as borrower of proceeds of two EB-5 offerings of limited liability company interests under Regulation S and Regulation D, designed to provide loan financing for construction and development of the following projects located in Downtown Los Angeles:
    • $110.0 million – a hotel (2015), and
    • $100.0 million – a residential condominium complex (2014).°
  • Advised a USCIS-designated “regional center” as sponsor of a $315.0 million offering of limited partnership interests with financing of a $1 billion mixed-use development located Downtown Los Angeles, including advice with respect to the Investment Company Act, Regulation S and Regulation S issues, and preparation of supplemental offering documents designed to reflect securities law and structural offering changes. (2015).°
  • Represented a California-based winemaker and real estate developer in structuring and documenting a $44.0 million offering of limited partnership interests under Regulation S. The proceeds of the offering were used to acquire membership interest in a special purpose entity designed to finance the construction and development of a destination wine country resort that included four wineries, wine tasting rooms, retail and office space, and a 10-room boutique bed and breakfast. (2015).°
  • Represented a regional center with a series of EB-5 private placements to provide operating capital to a renewable energy and solar systems integrator in the total amount of over $70.0 million. (2011; 2012; and 2014).°
  • Represented a real estate developer with an EB-5 offering of limited partnership interests to finance the construction and development of a memory care assisted living facility located in Northern California. (2014).°
  • Represented a developer of affordable housing units and its affiliate with a $30.0 million EB-5 offering of limited partnership interests by the developer’s affiliate under Regulation S and Rule 506(b) of Regulation D. The proceeds of the offering were used to provide loan financing for construction and development of a Senior & Intergenerational Low-Income Housing Tax Credit project. The project was also financed through low-income housing tax credit equity contribution by a tax credit syndicator, as well as a senior construction loan and affordable housing program (AHP) funds. (2012).°
  • Represented a hotel owner with two EB-5 offerings designed to finance the remodeling of a hotel and an adjacent office building located Downtown Los Angeles.°
  • Represented a sponsor of an EB-5 offering to finance the construction and development of a hotel and conference center Downtown San Diego °
  • Represented a developer with an EB-5 offering to finance the construction and development of a hotel and beach club resort in Palm Springs, California.°
  • Represented a software application developer in a $20.0 million offering of convertible promissory notes under Rule 506(c) of Regulation D promulgated under the Securities Act of 1933 (Regulation D), where half of the offering proceeds was applied to acquire life insurance settlement interests through a special purpose trust, for purposes of hedging and diversifying investors’ risks. Prepared the private placement memorandum, the trust agreement, the operating agreement of the issuing entity, the forms of convertible notes, the subscription agreement, and related ancillary offering documents. Advised the client on compliance with Rule 506(c) investor verification requirements. (2015).°
  • Represented a video game developer in a Series A financing transaction. Worked to negotiate and prepare the preferred stock purchase agreement, the right of first refusal and co-sale rights agreement, the investor’s rights agreement, the voting agreement, and ancillary documents. (2015).°
  • Represented an independent automobile finance company in a $10.0 million offering of subordinated notes under Regulation D. Worked on the private placement memorandum, form of notes, and subordination agreement; prepared subscription documents.°
  • Represented a full-service Hollywood marketing agency in going public through a reverse merger with a public shell company. Drafted and negotiated related merger agreement and ancillary documents, including registration rights, shareholder, employment, and security agreements; assisted in the preparation and filing with the SEC of subsequent “super” 8-K and 10-Q reports.°
  • Represented a 50 percent owner of two Los Angeles-based restaurants in a shareholder dispute and a series of related stock buy-out and asset purchase transactions. Worked with tax, real estate, and labor and employment counsel on structuring the acquisition transactions, negotiation of assignment of leases, and various due diligence issues. Assisted the client in subsequent restructuring, dissolution, and winding up of one of the restaurants and other post-closing legal issues. The remaining restaurant is now solely owned and operated by the client. (2014).°
  • Represented an international brand leather garment designer and manufacturer in a sale of business to a U.S. subsidiary of a Hong Kong-based company; drafted the asset purchase agreement and related ancillary documents; and coordinated with Hong Kong counsel the structuring and closing of a simultaneous acquisition of the purchaser’s parent company by its Hong Kong affiliate. (2013).°
  • Represented security alarm companies in structuring, negotiating, and documenting two stock purchase transactions. Worked on stock purchase agreements and other closing documents, coordinated due diligence efforts, and worked with tax counsel on structuring the transactions and advising clients on related tax consequences. (2011; 2014).°
  • Represented major California-based blood bank in negotiating, documenting, and closing a strategic joint venture/affiliation agreement with an Arizona-based blood transfusion and testing organization. (2014).°
  • Represented an American copyright holder in a copyright royalty dispute with a Russian publisher that resulted in a full payment under the licensing agreement. Provided continuous support with respect to royalty and republication issues. (2012).°
  • Represented a local brand grocery store in negotiating and closing an asset purchase transaction. Worked on the asset purchase agreement and ancillary documents; coordinated due diligence efforts and post-closing issues. (2011).°
  • Assisted copyright law counsel in representing a 6-year old TV celebrity to negotiate, document, and close publication agreements for two books using the celebrity’s likeness. (2013).°
  • Worked with a team of entertainment lawyers to represent an investor and minority owner of Lady Gaga’s management company in a dispute with the majority owner; advised the team on various corporate governance issues and assisted with shaping legal argument for litigation purposes. The case ultimately settled. (2011-2012).°
  • Assisted in-house counsel of the official sponsor of the PGA Tour Kapalua golf tournament in structuring and negotiating the assignment of sponsorship rights to Hyundai Motor America.°
  • Represented a bidder for an LAX contract in successfully opposing a protest filed by a contesting bidder with the Los Angeles Board of Airport Commissioners.
  • Assisted a senior partner in representation of a Hong Kong-based creditor to structure, negotiate, and close a deferral agreement that enabled the client to gain concessions in exchange for deferral of a patent foreclosure action.
  • Advised and assisted clients at all stages of the business cycle with:
    • Entity formation, qualification, restructuring, and conversion issues.°
    • Securities law and other regulatory compliance issues.°
    • Negotiation and preparation of operating, partnership, and shareholder agreements.°
    • Review of customer contract forms to ensure compliance with state and federal laws and regulations, including motor vehicle and security services retail installment sales contracts; and advise with respect to various forms of electronic and on-line contracting.°
  • Advised a number of private companies and non-profit corporations in connection with board of directors’ and shareholders’ disputes and other corporate governance issues.°

°The above representations were handled by Ms. Boxer prior to her joining Greenberg Traurig, LLP.

  • Law Clerk, Santa Barbara District Attorney’s Office, 2007-2008
  • Judicial Extern, Hon. Harry Pregerson, U.S. Court of Appeals for the Ninth Circuit, 2007
  • Judicial Extern, Hon. George P. Schiavelli, U.S. District Court for the Central District of California, 2006

Riconoscimenti e Premi

  • Member, American Bar Association Business Law Section, 2009-2018
    • Member, Banking Law Committee, 2012-2018
    • Member, Business Bankruptcy Committee, 2009-2018
    • Member, Commercial Finance Committee, 2012-2018
    • Member, Committee on LLCs, Partnerships and Unincorporated Entities Banking Law, 2012-2018
    • Member, Federal Regulation of Securities Committee, 2012-2018
    • Member, International Business Law Committee, 2012-2018
    • Member, Securitization and Structured Finance Committee, 2013-2018
      • Member, Structured Finance Industry Group
        • Member, Auto Issuer Committee, 2014-2018
        • Member, Legal Counsel Committee, 2016-2018
        • Member, Marketplace Lending Committee, 2017-2018

Formazione

Formazione
  • Laurea magistrale in Giurisprudenza, summa cum laude, Southwestern University School of Law, 2008
    • Special Projects Editor, Southwestern Law Review
    • Honors Moot Court Program
  • Diploma di maturità, summa cum laude, San Diego State University, 2005
    • Joint-Degree Program, Economics and French Linguistics, Nizhny Novgorod State University, Nizhny Novgorod, Russia, 2003
Tirocinio presso una Corte
  • Hon. Samuel L. Bufford, U.S. Bankruptcy Court for the Central District of California, 2008-2009
Abilitazioni
  • California
Lingue
  • Russian, Madrelingua
  • Tedesco, Fluente
  • Francese, Colloquiale