Warehouse and Structured Lending, Gestation Finance and Early Buyout (EBO) Facilities

Our lawyers have broad experience advising clients in the structuring and negotiation of warehouse lending transactions, gestation finance and early buyout (EBO) facilities for commercial and residential mortgage loans, mortgage-backed securities (MBS), commercial mortgage-backed securities (CMBS), asset-backed securities (ABS), servicing rights, advance receivables and other financial assets. These transactions include repurchase and gestation purchase agreements, credit facilities, participation structures, syndicated facilities and asset-backed commercial paper programs. 

We have substantial experience structuring and negotiating financing facilities involving a wide array of mortgage assets, loans, servicing advances, securities, receivables, participation interests and servicing rights. We also have a deep understanding of warehouse lending and gestation purchase agreements in connection with collateral sold to Fannie Mae, Freddie Mac, Ginnie Mae and the Federal Home Loan Banks, as well as private-sector market participants. We are pioneers in financings involving digital assets, including eNotes.

Hunton Andrews Kurth has played a key role in developing tools that blend the discipline of bank lending documentation with the more standardized Securities Industry and Financial Markets Association (SIFMA) forms. Our efforts have helped facilitate efficient warehouse lending in the form of repurchase (also known as “repo”) transactions.

Our group of more than 45 full-time structured finance lawyers draws on our extensive experience with securitization and other finance transactions involving a wide range of asset classes. Our team regularly represents issuers, underwriters, lenders, asset managers, trustees, rating agencies, credit enhancers and investors in all aspects of privately placed and publicly offered securitization transactions, including fintech and direct lending transactions.

We earn top rankings from clients, peers and media and are recognized, particularly, for our facility in handling innovative transactions. Our structured finance and securitization practice is ranked nationally in Band 1 by Chambers USA and also ranked nationally in Tier 1 by Legal 500 USA. Additionally, in Asset-Backed Alert’s 2021 league table rankings, Hunton Andrews Kurth ranked first place for underwriters’ counsel and second place for issuer’s counsel for US asset-backed securities and mortgage-backed securities. 

To ensure a smooth closing, we help coordinate the work of lenders, borrowers, buyers, sellers, servicers, swap counterparties, trustees, account banks, MERS, custodians and other participants. We are not strictly a lender-side defender of the form.  Our representation of both borrowers and lenders provides us with a unique perspective for understanding intricate situations and devising appropriate solutions.  In the event that a transaction doesn’t proceed as planned, we work closely with our litigators to protect the interests of our clients.  Our experience includes:

• Regularly representing major money-center banks in repurchase arrangements and other warehouse finance transactions, including non-performing loans (NPLs), re-performing loans (RPLs) and real-estate-owned (REO) properties. 
• Representing sellers and buyers in the financing of non-performing mortgage-backed securities.
• Developing form mortgage loan repurchase documentation for a recent warehouse financing initiative and closing multiple transactions.
• Preparing form documentation for an RMBS financing program and closing multiple transactions.
• Advising new market entrants in navigating the operational and legal aspects of inaugural warehouse finance and securitization platforms.
• Serving as financial restructuring counsel for real estate investment trusts, private funds and other investors requiring the workout of numerous separate financing agreements with different counterparties.
• Representing money-center buyers in insolvency-related advice, workouts and restructurings of multiple facilities.

Our Team

We adopt a multidisciplinary approach to offer clients the best possible service, working with our finance and restructuring lawyers to insulate transactions as much as possible from the insolvency of the borrowers, consulting with our tax lawyers to develop and implement tax-efficient structures, and partnering with our litigation team to help guide borrowers and lenders through available strategic alternatives when defaults, waivers and modifications arise. We have included brief biographies of our core warehouse financing team below. We have a deep bench of additional partners, as well as counsel and associates at all levels of seniority who support the transactions.