Mayer Brown’s mortgage M&A team has led more mortgage M&A transactions than any other firm in the US and has worked with every conceivable deal structure in this space. We manage the most complex, innovative and market-leading transactions in the mortgage space. Our mortgage M&A team works together seamlessly with our lawyers in numerous other practices – including mortgage regulatory and licensing, public company governance, tax, executive compensation, intellectual property and regulatory areas such as antitrust - to provide a multidisciplinary approach to dispositions, acquisitions, mergers and investments in the full range of businesses within the mortgage industry. Our team regularly advises private equity clients, sponsors and other mortgage investors in connection with residential mortgage transactions, complex stock and asset-based transactions, full equity deals, PE investments, JV arrangements and transfers of consumer assets such as residential mortgage loans, consumer loans, business purpose loans, and mortgage servicing rights.
Key Transactions:
- Representing Lone Star Funds in the $1.675 billion sale of its portfolio company, Caliber Home Loans, Inc., to New Residential Investment Corp., combining two leading non-bank originators and servicers of mortgage loans.
- Representing Redwood Trust, Inc., a leader in expanding access to housing for homebuyers and renters, in their $750 million strategic capital partnership with Canada Pension Plan Investment Board, through subsidiaries of CPPIB Credit Investments Inc.
- Representing Lower Holding Company in the merger of its mortgage subsidiary, Lower, LLC with Thrive Mortgage, LLC.
- Representing Guild Mortgage in its acquisition of Waterton Insurance Enterprises, LLC, a comprehensive, client-focused provider of home insurance solutions.
- Representing AmWest Funding Corporation in its joint venture with funds managed by Ares Management Corporation to invest in Non-QM mortgage loans originated and serviced by AmWest.
Closing Preparation and Communications
Cultural elements to consider when identifying a potential closing team
The importance of collaboration to determine the inner circle best positioned to bring the companies together
The importance of managing employee expectations and concerns
Conducting pulse checks and identifying early wins that reflect the bright future of the company
Third Party Consents – Warehouse Facilities and Regulatory Approvals
How best to approach warehouse lenders with respect to the consent process
Outreach efforts and what essential points the parties should be prepared to address
Strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms
The consent process pertaining to a "change of control" in an equity transaction and obtaining branch office approvals for a platform sale
Definitive Agreement Terms and Negotiations
Common deal structures
Overview of the material terms in the agreements
Considerations for originators and servicers
How bankers can be helpful if there are sticking points in negotiations
Predictions for the evolving landscape in 2024
Fair Lending Due Diligence
Key fair lending legal risks to consider when conducting mortgage due diligence
How companies can employ statistical testing methods to assess these risks
The inherent nature of these risks and how to determine their materiality
What acquirers should look for in terms of controls and monitoring
Due Diligence Trends: Corporate, Employment and Benefits Matters
What are key considerations for diligence in equity and asset transactions
Corporate and employment matters such as employee classification
Complexities with respect to retention and compensation arrangements
Important decisions for parties as they enter the post-closing transition phase
Term Sheet Negotiations
What key deal points should be addressed during the LOI stage and in the term sheet?
What is the importance of framing key economic issues and retention arrangements early in the negotiations?
What are the differences between sell-side and buy-side investment banking engagements?
Fixing to Get Ready: Financial Preparation
What are the essential considerations for owners and sponsors contemplating the sale of their companies?
Intricacies of asset sales
Financial and accounting prerequisites for successful negotiations
Which key stakeholders should be informed when a deal is in progress?
Deal Trends and Market Cycles
What are the key elements of a successful transaction? How do you identify deal breakers? What does 2024 have in store?