Sale of servicing assets to Nationstar Mortgage
Our attorneys represented Aurora Bank, FSB in the sale of residential servicing assets, including the residential mortgage servicing rights, servicing advance receivables and certain servicing platform assets, to Nationstar Mortgage. Total consideration paid by Nationstar at the closing was US$ 1.9 billion.
The sale of the assets was part of a broad competitive bidding process involving all of the bank's assets. As part of a broad bankruptcy settlement involving the bank and its bankrupt top tier parent company, Lehman Brothers Holdings, Inc., the bank was required to sell all of its equity or substantially all of its assets and deposits by a stated deadline. Since the bankruptcy settlement, we first assisted Aurora in readying itself to be marketed for sale by among other things, reorganizing and consolidating its servicing operations, and undertaking an extensive operational and document due diligence to understand all of the bank's businesses and determine the risks of its operations. We then assisted in all aspects of the sale, the interviewing and selection by the bank's Board of Directors of the two investment banking firms, the design of the bid process, the creation of the marketing materials and virtual data room, the preparation and negotiation of non-disclosure agreements with all interested bidders, the preparation of all definitive agreements and the evaluation of all bids received. As a result of this process, we successfully negotiated the definitive sale agreements and related parent company guaranty agreements with respect to the bank's indemnification obligations. We also prepared relevant application materials that resulted in the receipt of OCC approval of the sale and managed the closing process for each transaction. We advised the bank on all required third party approvals, including approvals of securitization trustees and other securitization counterparties, landlords for the leased real estate, third party vendors and other counterparties The sale was completed on June 28, 2012.