Case Studies

Deal Background

A long-time client, KeyBank turned to Polsinelli to help structure a highly complex transaction involving KeyBank’s purchase of approximately $92 billion of commercial mortgage loan servicing rights and $14 billion of named special servicing rights from Bank of America, N.A. Polsinelli also helped structure a related acquisition of approximately $9 billion of commercial loan special servicing rights from Berkadia Commercial Mortgage, LLC, a 2009 joint venture between Berkshire Hathaway and Leucadia National Corporation. KeyBank is a wholly-owned subsidiary of Cleveland-based KeyCorp. KeyCorp is one of the nation’s largest bank-based financial services companies.

Polsinelli helped KeyBank structure and negotiate the acquisition of the servicing rights, including preparing a long-term sub-servicing agreement between KeyBank and Berkadia. Under the sub-servicing agreement, Berkadia acts as a sub-servicer for Commercial Mortgage Backed Securities (CMBS) loans related to the servicing rights KeyBank acquired from Bank of America.

The combined transactions elevated KeyBank to the elite position as the third largest servicer of commercial/multi-family loans in the United States. Prior to this transaction, KeyBank was the eighth largest servicer of CMBS loans in the United States.

Matter Specifics

A core group of five Polsinelli attorneys served on the team that structured this multi-faceted transaction which was executed over an eight-month period. The successful completion of this transaction incorporated legal services from multiple Polsinelli practices, including: 

Key Success Factors

  • Polsinelli dedicated a team of lawyers with a deep understanding of KeyBank’s line of business that was purchasing the servicing rights. 
  • The team provided around-the-clock service when deal negotiations required immediate turns of complex documents and working group calls at all hours. 
  • Polsinelli attorneys located around the country provided counsel in multiple areas of law that impacted the transaction and provided the structures needed to complete the complex deal.

More on the Polsinelli-KeyBank Client Relationship
In an integral relationship that has lasted for more than 15 years, Polsinelli has represented KeyBank’s CMBS unit as a lender, loan seller, and loan servicer involving billions of dollars of commercial mortgage loans.