Kenneth E. Kohler is senior of counsel in Morrison & Foerster’s Los Angeles office and a member of the firm’s Capital Markets Group. His practice involves a broad range of corporate and capital markets work, including public offerings and private placements of equity and debt securities, mergers and acquisitions of public and private companies, and disclosure and reporting matters under the federal securities laws. Mr. Kohler also has extensive experience representing banks, REITs, mortgage bankers, and others in corporate finance, structured finance, and securitization transactions.
Mr. Kohler is an active member of the Sections of Business Law and International Law of the American Bar Association. Mr. Kohler is a contributor to Covered Bonds Handbook, published by Practising Law Institute (2010).
Mr. Kohler received his B.S. from the University of California, Berkeley, in 1977 and his J.D. from Yale Law School in 1980. He is admitted to practice in California.
Mr. Kohler is listed in Best Lawyers in America (2012-2020), and recommended as a leading lawyer by Legal 500 in 2019.
Mr. Kohler has represented Alexandria Real Estate Equities, Inc. in numerous public and private offerings of common stock, preferred stock, senior notes and convertible notes resulting in proceeds totaling well over $3 billion.
Structured Finance and Derivatives
Mr. Kohler represented the Federal Home Loan Bank of Chicago (FHLBC) in structuring and documenting a new residential mortgage conduit program in which the FHLBC acquires “jumbo” mortgage loans from FHLBC member community lending institutions and re-sells them to Redwood Trust, Inc., a California-based mortgage REIT, which is expected to package the loans into private-label mortgage-backed securities issued into the U.S., U.K. and European capital markets.
Mr. Kohler has advised a number of foreign banks on their investments in U.S.-based collateralized loan obligations (CLOs) with respect to Volcker Rule compliance and general business terms.
Mr. Kohler advised Zions Bancorporation in the structuring and public offering in an internet auction of employee stock option appreciation rights securities, or ESOARS, an innovative derivative security designed to assist public companies in measuring stock option expense.
Mr. Kohler represented a major federal savings bank in structuring innovative on-balance sheet securitizations of over $1 billion of home equity lines of credit and an on-balance sheet $4 billion asset-backed commercial paper conduit.
M+A and Restructuring
Mr. Kohler represented Residential Capital LLC and its affiliates (ResCap) in the sale out of bankruptcy of substantially all of its mortgage servicing rights and operations in one of the largest and most complex negotiated mortgage servicing sales in U.S. history. ResCap was one of the largest U.S. mortgage servicers at the time of its chapter 11 filing, with assets and liabilities each in excess of $15 billion.
Mr. Kohler advised Aames Financial Corporation, initially an NYSE-listed mortgage banking company with substantial private equity ownership, in a reorganization and conversion to a new publicly-held NYSE-listed REIT known as Aames Investment Corporation. The transaction included a merger, the buyout of the private equity interests, an initial public offering of the new REIT's common stock, and a concurrent private placement of common stock to the underwriters. The transaction was valued at approximately $500 million.
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