We are delighted to introduce our latest miniseries: "Navigating Mortgage M&A," a partnership between Mayer Brown and Mortgage Advisory Partners. This series promises engaging interviews, thought-provoking discussions, and valuable insights from leading professionals in mortgage M&A. Join hosts Lauren Pryor and Brian Hale as they delve into market trends, deal structures, and the critical business and legal matters affecting the industry. Thought leaders will join the conversation to tackle key topics relevant to both buyers and sellers.
Episode 1: Deal Trends and Market Cycles
In the first episode, "Deal Trends and Market Cycles," Lauren and Brian are joined by Laurence Platt, senior counsel in Mayer Brown's Financial Services practice, a seasoned legal advisor to the mortgage banking industry for many years. These three delve into key elements of successful transactions, identify deal breakers they've encountered, and offer insights on M&A predictions for 2024.
Episode 2: Fixing to Get Ready: Financial Preparation
In this episode, "Fixing to Get Ready: Financial Preparation," we discuss the critical aspects of financial readiness. Hosts Lauren and Brian are joined by Ken Richey and Steve Smith, seasoned professionals with extensive experience advising clients in the industry. Ken, the founder of Richey May & Co., specializes in creating customized business and tax planning strategies for clients. Steve is an industry consultant with over 35 years of experience in financial services and mortgage banking. Together, they address essential considerations for owners and sponsors who are contemplating the sale of their companies. They explore the intricacies of asset sales, outline the financial and accounting prerequisites for successful negotiations, and discuss which key stakeholders within the company should be informed when a deal is in progress.
Episode 3: Term Sheet Negotiations
In this episode, “Term Sheet Negotiations,” Lauren, Brian and Jay will discuss the key deal points that should be addressed during the LOI stage and in the term sheet. They emphasize the importance of framing key economic issues and retention arrangements early in the negotiations. Additionally, the hosts will touch on the differences between sell-side and buy-side investment banking engagements, as well as those between a strategic buyer and a financial sponsor in these negotiations.
Episode 4: Due Diligence Trends: Corporate, Employment and Benefits Matters
In this episode, hosts Lauren Pryor and Brian Hale are joined by three seasoned Mayer Brown attorneys: Stephanie Vasconcellos, Kim Leffert, and Peter Kim. They discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. They will also consider the complexities that arise with respect to retention and compensation arrangements and highlight important decisions for parties as they enter the post-closing transition phase.
Episode 5: Fair Lending Due Diligence
In this episode, “Fair Lending Due Diligence,” hosts Lauren and Brian are joined by David Skanderson, Vice President at Charles River Associates, and Tori Shinohara, a partner at Mayer Brown and a member of the Consumer Financial Services practice. We discuss key fair lending legal risks to consider when conducting mortgage due diligence, including how companies can employ statistical testing methods to assess these risks. We also explore the inherent nature of these risks and how to determine their materiality, while highlighting what acquirers should look for in terms of controls and monitoring when conducting due diligence on target companies for fair lending risk.
Episode 6: Definitive Agreement Terms and Negotiations
In this episode, "Definitive Agreement Terms and Negotiations," hosts Lauren and Brian are joined by Jennifer Fuller and Michael Linger of Houlihan Lokey and Michael Serafini of Mayer Brown. We begin by reminding our listeners of common deal structures prevalent in mortgage M&A and provide an overview of the material terms in the agreements. Our guests from Houlihan Lokey then delve into considerations for originators and servicers, explore how bankers can be helpful if there are sticking points in negotiations, and we conclude the episode by sharing our predictions for the evolving landscape in 2024.
Episode 7: Third Party Consents – Warehouse Facilities and Regulatory Approvals
In this episode, "Third Party Consents – Warehouse Facilities and Regulatory Approvals," hosts Lauren and Brian are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid. We discuss how best to approach warehouse lenders with respect to the consent process. This discussion includes outreach efforts and what essential points the parties should be prepared to address. Our guests also share some strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms. We conclude the episode by discussing the consent process pertaining to a "change of control" in an equity transaction and obtaining branch office approvals for a platform sale.
Episode 8: Closing Preparation and Communications
In this episode, “Closing Preparation and Communications,” hosts Lauren and Brian are pleased to welcome Mike Baynes, an accomplished entrepreneur and co-founding partner of Lower.com. They discuss cultural elements to consider when identifying a potential closing team, emphasizing the importance of collaboration to determine the inner circle best positioned to bring the companies together. As emotions heighten nearing the closing, we stress the importance of managing employee expectations and concerns to conducting pulse checks and identifying early wins that reflect the bright future of the company.