MSR Finance & Securitization

Our MSR Finance & Securitization Team has extensive experience structuring investment in mortgage servicing rights (MSRs) and excess servicing spread (ESS) across a wide spectrum, including purchase and sale transactions, warehouse financing, and securitization transactions. Our clients include bank and nonbank lenders, underwriters, investors, nondepository mortgage servicers, issuers, and borrowers. 

We have been involved in some of the mortgage industry’s most noteworthy and innovative servicing transfers and financings and have helped to create a variety of novel structures. When our client came to us looking for a master trust securitization platform for financing Ginnie Mae MSRs, our team dove in and created a first-of-its-kind structure, revolutionizing the business of financing Ginnie Mae servicing and servicing fees for Ginnie Mae issuers. Since that deal, agents, purchasers, underwriters, and issuers have come to us in numerous deals involving the issuances of variable funding notes and private placements of term notes backed by ESS and Ginnie Mae MSRs.

Together with our Consumer Regulatory Compliance Team, we assist mortgage servicers with obtaining state licenses and the qualifications necessary to facilitate a structured finance or securitization transaction. We also assist seasoned issuers with required filings under the securities laws and compliance with transaction requirements. 

Our Structured & Warehouse Finance platform draws from the firm’s experience in securities, bankruptcy, tax, UCC, ERISA, CFPB, the Investment Company Act, and derivatives, enabling us to address the full array of legal issues that arise in MSR and ESS transactions. We also routinely advise our clients on Regulation AB II compliance matters and the securitization-related aspects of the Dodd–Frank Act, including Regulation RR. 

• Represented the lender and underwriter in the creation of the first master trust securitization structure for the financing of Ginnie Mae MSRs. It was a first-of-its-kind structure that revolutionized the financing of Ginnie Mae servicing and of servicing fees in general for Ginnie Mae issuers. Since the inaugural deal, our lawyers have represented placement agents, initial purchasers, underwriters, and issuers in more than 10 issuances of variable funding notes and private placements of term notes backed by ESS and a pledge of Ginnie Mae MSRs ranging between $400 million and $3 billion. 
• Represented lenders and underwriters in the creation of a master trust securitization structure for the financing of Fannie Mae MSRs and the issuance of $1 billion in variable funding notes. 
• Represented initial purchasers and underwriters in the issuance of $100 million of term notes collateralized by ESS and a pledge of Fannie Mae MSRs. 
• Represented a mortgage servicer in structuring an MSR clearing platform that provides for private equity investment in MSRs exceeding $2 billion to date.
• Represented one of the country’s largest retail mortgage lenders and nonbank retail originators in a $500 million MSR financing of Freddie Mac MSRs and a $500 million MSR financing of Fannie Mae MSRs.
• Represented the lender in the establishment of an MSR financing platform and initial $200 million financing of Fannie Mae and Freddie Mac MSRs.
• Represented institutional lenders in structuring, negotiating, and documenting warehouse lending facilities involving MSRs, ESS, and other financial assets. 
• Representing servicers of mortgage loans in all facets of their business, including acquisitions and sales of servicing rights and loans, and financing MSRs through structured facilities and traditional credit facilities.
• Represented servicers and investors in the acquisition, sale, transfer, and financing of MSRs involving agency and private-label mortgage loan portfolios.
• Represented a mortgage service provider in change-of-control requirements, licensing matters, and due diligence during its acquisition by another mortgage service provider. 
• Counsel to several of the country’s largest nondepository mortgage lenders through various licensing and regulatory matters, including examination and enforcement matters.
• Represented one of the country’s largest retail mortgage lenders and nonbank retail originators in the issuance of $3 billion of variable funding notes backed by Ginnie Mae MSRs, ESS, P&I advances, and servicing advances.