GSE & HUD

The GSE & HUD team at Miles & Stockbridge specializes in financings involving loans originated through programs of government-sponsored enterprises (GSE), such as Fannie Mae and Freddie Mac, and federal agencies, such as the U.S. Department of Housing and Urban Development (HUD).

This national real estate finance practice is made up of seasoned lender's counsel, who have been trusted advisers for decades to top Federal Housing Administration (FHA) lenders in the industry, with numerous clients that are preeminent Fannie Mae, Freddie Mac and FHA banking firms. A significant portion of our time is spent representing lenders in the development, financing, servicing and asset management of projects insured under the National Housing Act, including Sections 221(d)(4), 223(a)(7), 223(f), 232, 236, 241, and 242.

Our team has achieved national recognition in its transactional practice through extensive involvement in conventional, government-assisted and insured commercial and mixed-use real estate projects. Clients are nationally based and include institutional investors, mortgage and investment bankers, national banks, municipal bond insurers, developers and contractors, health care sponsors, public authorities, syndicators, trade associations, nonprofit corporations and housing condominiums and cooperatives.

We assist in all stages of complex real estate transactions, including:

• the acquisition, sale and development of real estate projects
• structuring and closing of related financial transactions
• secondary market transactions involving Ginnie Mae, Fannie Mae, Freddie Mac and other private investors
• private securitization and mortgage investment vehicles including mortgage conduit programs
• issuance of tax-exempt revenue bonds
• loan refinancings and restructurings

We also represent clients in the transfers of physical assets sales/change in ownership of FHA projects, change of operators, accounts receivable financing, foreclosures, defaults, workouts, processing of FHA insurance claims and prepayment of FHA insured mortgage loans. 

Bringing deep experience with HUD and its programs, we frequently serve as special counsel for FHA matters in business transactions, FHA and Government National Mortgage Association (GNMA) licensure applications, implementation of procedures and policies related to FHA in the normal course of business, as well as for “troubled” projects. We continue to work closely with HUD and industry leaders in the implementation of policy, drafting of handbooks, comments on proposed rules and loan documents, and legislative and policy changes related to FHA programs.

Affordable Housing & Tax Credits

We have specific expertise in transactions involving Low Income Housing Tax Credits (LIHTC) and historic tax credits, including approval of borrower entity and the structuring of the financing, such as permanent, construction and mezzanine loans, as well as transactions using tax-exempt or taxable bonds. In addition, the Krooth & Altman team has represented both mortgage lenders and developers utilizing FHA’s Section 8 rental assistance program, including initial application, renewal, termination and modification of Section 8 HAP Contracts, and has assisted in the development and implementation of FHA’s “mark-to-market” program that reduces above-mark Section 8 rents on FHA-insured mortgage loans to comparable market rent levels.

Bridge Lending

Over the years, our team has represented a number of lenders that provide bridge financing for borrowers, working with several of the Delegated Underwriting and Servicing (DUS) lenders and Optigo lenders in creating the necessary loan documentation and diligence requirements to document their bridge loan programs. Many of these bridge loan programs are specifically created with an eye toward a GSE/FHA take-out loan, and we are uniquely positioned to counsel our clients in the various risks associated with bridge loans in this regard.

Fannie Mae & Freddie Mac

The team has extensive experience representing most of the Fannie Mae DUS Lenders and Freddie Mac Optigo Lenders, assisting them in closing transactions originated under their respective product lines, including conventional housing, manufactured housing, senior housing, student housing, affordable housing, taxable and tax-exempt bond credit enhancements, forward fundings, and negotiated transactions. Our lawyers understand the various features that add complexity to transactions closed within these product lines, including:

• DST structures
• ground leases
• Shari’ah-compliant lending
• reverse 1031 exchanges
• tenancies in common
• low-income housing tax credits
• historic tax credits
• tax abatements
• preferred equity and mezzanine financing
• cross-collateralization and cross-default features

Our breadth and depth of experience enables us to provide high-quality feedback on various “waiver” issues so that all parties have a more efficient closing process. Similarly, our long history of closing Fannie Mae and Freddie Mac loans has allowed us to establish strong lines of communication with our respective Fannie Mae and Freddie Mac in-house counsel peers.

Our team continues to assist clients with servicing matters that arise after loans have closed. These matters include straightforward loan assumption and easement requests, as well as more complicated matters involving ownership interest transfers, partial releases, collateral swaps and other modifications to performing loans.