• Fabien Carruzzo, head of the firm’s Derivatives and Structured Products group, counsels asset managers, investment banks, commodity traders and other market participants in the full spectrum of transactional and regulatory derivatives matters. Fabien’s work covers a wide range of equity, credit, currency, commodity, and fixed-income derivatives and bespoke structures, as well as structured financing swaps, repos and other asset-based financing arrangements. Fabien has been recognized by Chambers Global and Chambers USA as one of the leading practitioners in derivatives and structured products.

    Drawing on his experience advising clients on high-profile financial insolvencies, including Lehman Brothers, Fabien counsels clients in assessing and mitigating the liquidity, credit, insolvency and regulatory risks inherent in trading financial products. He also advises market participants on the implementation of regulatory reforms affecting the derivatives and futures industry globally.

    Fabien’s work with credit derivatives has involved advising traders on numerous prominent credit and succession events over the years. Recently, he also led Kramer Levin’s engagement as counsel for the members of the International Swaps and Derivative Association (ISDA) Determinations Committee in Sears, securing a landmark decision to include a syndicated leveraged loan in the list of instruments that can be used to settle Sears’ Credit Default Swap (CDS) contracts.

    Chambers USA, citing clients, describes Fabien as “an industry go-to in credit derivatives” (2019), and “an outstanding derivatives lawyer who is very smart, persistent and has his finger on the pulse” (2018). He “wins praise for his ‘excellent capital markets expertise’” and is “appreciated as ‘very proactive’” (2016). Clients also describe Fabien as a “seasoned, high-level partner with great attention to detail," who "knows when we can and can't push back, knows all the rules and protocols and anticipates how some of the new rules will affect the agreements I have in place”(2017). He is “very helpful in getting ahead of the curve and seeing what’s coming down the pipe” (2015). He has good knowledge of the business” and “is a kind but firm person to negotiate against” (Chambers Global 2015).

    Experience

    • Led the Kramer Levin team securing a precedent-setting “yes” decision from the External Review Panel in the landmark Sears CDS case, allowing the inclusion of a syndicated leveraged loan in the list of instruments that could be used to settle the Sears CDS contracts in the March 2019 CDS auction and impacting both settlement of CDS contracts going forward and the usefulness of CDS contracts as a true hedging tool for participants in the leveraged loan market.

    • Negotiated three 5-year self-referencing total return swaps with Citibank, Credit Suisse and HSBC on behalf of Türkiye Vakiflar Bankasi T.A.O. (VakifBank), for an aggregate amount of approximately $1 billion, providing the bank with derivatives financing on covered bonds issued by the bank in connection with the bank’s global covered bond program.

    • Represented VICI Properties Inc., a New York Stock Exchange-listed public real estate investment trust, in connection with the hedging of its interest rate exposure under approximately $2 billion of the company’s outstanding variable rate debt through simultaneous interest rate swaps with Citibank, Goldman Sachs, Morgan Stanley and Citizens Bank for an aggregate notional amount of $1.5 billion.

    • Advised the trustee of HSBC Group’s UK pension scheme on U.S. insurance law and commercial law issues in a longevity risk transfer transaction with Prudential Insurance Company of America, the flagship company of Prudential Financial.

    • Represented Brevan Howard funds in negotiating several committed structured credit product/total return swap facilities providing synthetic exposure, on an unfunded and leveraged basis, to a portfolio of fixed-income instruments or other assets while maintaining most of the attributes of ownership.

    • Advised a large credit hedge fund on the application of the ISDA Credit Derivatives Definitions to first-of-their-kind failure-to-pay issues arising out of ongoing litigation regarding debt principal acceleration, providing novel strategic advice on the application of market-standard definitions to new circumstances, drafting of submissions and argumentation to the ISDA Credit Derivatives Determinations Committee.

    • Advised an ad hoc group of bondholders and CDS protection buyers on the consequences of a proposed refinancing of McClatchy Co. on the CDS contracts involving possible orphan CDS issues and similar consequences following the repayment and subordination of certain debt obligations, to protect the value of the group’s $70 million of CDS notional amount.

    • Negotiated a deal-contingent back-to-back commodity swap transaction providing exposure to commodity derivatives trades written by swap dealer Natixis in the context of an M&A deal involving oil-generating assets provided downside protection in the event the underlying M&A deal was not completed.

    • Represented VakifBank, a leading Turkish bank, in the issuance of $930 million in asset-backed notes under its DPR future-flow securitization program and a $428 million total return swap with JPMorgan, providing VakifBank with synthetic exposure to a corresponding amount of asset-backed notes, together with a $300 million swap financing over a five-year period.

    • Represented York Capital Management in connection with the structuring and negotiation of complex, synthetic back-to-back swap structures providing exposure to various interest rate swaps entered into by distressed project finance entities.

    • Represented various Lehman Brothers entities, including Lehman Brothers Treasury Co. B.V. (the Dutch Lehman Brothers entity) and Lehman Brothers Securities N.V. (the Netherlands Antilles Lehman Brothers entity), on a wide range of derivatives and structured products issues (including valuations issues) in connection with their substantial swap portfolio hedging approximately $47 billion of structured notes issued by our clients.

    • Structured and negotiated a series of parallel loan total return swap financing transactions for Marblegate Asset Management, facing both Deutsche Bank and Goldman Sachs, extending financing for a $216 million portfolio of par and distressed loans.

    • Structured and negotiated on behalf of Corbin Capital Partners a loan warehouse total return swap transaction providing $150 million of pre-CLO financing from Citibank that was utilized to enable Corbin to acquire a portfolio of corporate loans that were ultimately packaged into a CLO.

    • Assisted a major European swap dealer in drafting and negotiating credit support arrangements with its priority swap counterparties primarily located in the U.S., EU and Canada in connection with implementation of global non-cleared swap margin regulations,

    • Advised Natixis on the treatment of certain FX contracts as deliverable and non-deliverable FX forwards based on applicable trading practices of the FX business and our assessment of the regulatory treatment of those products and prepared a compliance policy centered on avoiding undesired regulatory burdens.

    • Represented one of the largest international accountancy and professional services firms in structuring and negotiating a bespoke fund-linked put option designed to enable the accountancy firm to exit any hedge fund investment on very short notice upon the occurrence of certain independence events affecting the accountancy firm’s ability to maintain such hedge fund investments.

    • Advised a large European bank on the structuring of an FX nondeliverable quanto forward, seeking to enable the bank’s U.S. employees who were eligible for deferred compensation to protect against adverse exchange rate movements in connection with deferred compensation payments denominated in a foreign currency.

    Credentials

    Education

    • LL.M., University of Chicago Law School, 2004
    • Master in Criminal Law and Criminology, magna cum laude, University of Lausanne School of Forensic Science and Criminology, Switzerland, 1999
    • J.D., magna cum laude, University of Lausanne Law School, Switzerland, 1997

    Bar Admissions

    • New York, 2005
    • Zurich (Switzerland), 2004
    • Geneva (Switzerland), 2001

    Professional Affiliations

    • American Bar Association, Business Law Section
    • Association of the Bar of the City of New York
    • Geneva Bar Association

    Languages

    • English
    • French
    • Italian
    • German