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.

In this episode, 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.

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.

In this episode, we discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. Our guests 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.

In this episode, 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.

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.

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.