Tom is a versatile lawyer with broad corporate finance experience, having represented financial institutions for over 35 years in structured finance, asset-based finance, investments in and financing of emerging assets and asset securitization transactions. Bespoke transactions require creativity in addition to technical know-how. His career has been highlighted by innovative transactions and esoteric and novel asset-based financings based in a deep-rooted background in the fundamentals of traditional structured finance, capital markets, and real estate finance and asset securitization.

Clients know that an effective structured finance lawyer must understand how the financing fits within the larger context of the client’s overall business objectives, and they appreciate Tom’s transaction experience because it consists of financings that engage an entire business. Tom frequently works side by side with lawyers from our M&A, business lending, private equity, tax and bankruptcy teams in structuring and executing transactions, providing clients with a comprehensive approach to their structured finance transactions in a complex and constantly changing market. According to Chambers USA, 2021, Tom’s clients say “he is a leading expert in the MSR excess servicing space who has served us well in timeliness of his response, the depth of his understanding and in mitigating our risk through legal document negotiations.”

In recent years, Tom has emerged as a notable figure in investments in and financing mortgage servicing rights and contract receivables. The financing structures range from revolving loans to master securitization trusts that combine revolving variable funding notes with term asset-backed securities placed with institutional investors. Since interest rates began rising off of historic lows, his practice has entailed more joint ventures and investment fund structures for investments in financial and real estate related assets, in addition to the financing of these investments.

Tom was instrumental in several of the leading transactions following the 2008 financial crisis, and in structured investments in distressed companies, comprehensive debt restructuring transactions for companies in distress as a result of the devastating market dislocations in the early months of the COVID-19 pandemic, our troubled bank task force formed in 2023 in response to the bank runs on SVB and other banks in early 2023, and numerous private joint ventures and funds formed to invest in MSRs and other financial assets. Tom also led numerous transactions by value seeking investors in 2020 and 2021, many involving new takes on structuring the equity and debt components of these investments. Tom has also been deeply involved in the development of structures for emerging assets such as securitization of revolving warehouse lines of credit, providing capital relief for lenders and an opportunity for private equity investors to participate in this segment of the asset-based debt market; securitization of triple net leases to facilitate repurposing of commercial properties for new economy purposes; and securitization of receivables generated in the energy industry, working closely with our lawyers in Houston.

Tom serves as a co-head of the firm’s Corporate Team, with oversight not only of our structured finance and securitization practice, but also M&A, private equity, capital markets and other corporate practice areas.

Bar Admissions

Education
JD, Duke University School of Law, with honors, 1989

BA, English, University of Virginia, with high distinction, Phi Beta Kappa, 1986

• Representation of servicers of mortgage loans with respect to all facets of their business, including acquisitions and sales of servicing rights, and financing servicing advance receivables and servicing rights both through structured facilities and in traditional revolving lines of credit; including design of master trust structure combining revolving notes and term notes to maximize borrowing efficiency.
• Representation of financial center banks and hedge fund investors in asset acquisitions, including design and implementation of structured asset-backed components of acquisition financing packages, representing sellers, lenders, buyers and borrowers.
• Industry-leading representation of sponsors and placement agents in issuances of term and revolving asset-backed securities collateralized by servicer advance receivables in over 60 transactions for this unique asset type since 2001.
• Representation of money-center financial institutions and consumer finance companies on "warehouse" lines of credit with respect to residential and commercial mortgage loans, manufactured housing contracts, and construction loans.
• Industry-leading representation of manufactured housing financing companies in all aspects of their businesses, including devising skin-in-the-game origination practices, warehouse financing, and securitization of manufactured housing contracts.
• Represented a major monoline insurer in a total restructuring in the wake of the economic crisis of 2008.
• Advising clients on new Dodd-Frank rulemaking on risk retention, Rule 17g-5 credit rating agency regulations, Regulation ABII, including assistance with SEC comment letters on various aspects of the reform initiatives.
• Advising mortgage servicers, banks and credit enhancers in connection with private commercial litigation and regulatory and attorney general actions concerning loan origination and servicing practices, contract disputes and loan modifications.
• Representation of several financial guaranty insurers on numerous public asset-backed securities transactions backed by closed-end and revolving home equity lines of credit and sub-prime mortgage loans.
• Representation of consumer finance companies in start-up, development of lending operations, initial public offerings, working capital financing arrangements, venture capital equity and debt financing, acquisition of finance companies, warehouse lines of credit with "table-funding" features to facilitate lending operations, design of underwriting guidelines and implementing them with financing partners, loan sales and purchase and securitization arrangements, public equity offerings.
• Representation of lenders and borrowers on secured mezzanine financing of real estate development projects.
• Represented several issuers in connection with development of mortgage loan and consumer finance contract securitization programs and in offerings of mortgage-backed and asset-backed securities, including design and implementation of first government-guaranteed REMIC mortgage-backed securities program.
• Representation of ABS issuers on establishment of shelf registration statements.
• Represented inventor in connection with three sales of marketing business and technology rights.
• Representation of venture capital investors in negotiating a wide variety of debt and equity investments.
• Seller representations on sales of stock in tax-credit generating business lines.
• General counsel to The Train Foundation, an international philanthropic organization and sponsor of the Civil Courage Prize.
• Serves as counsel to legal aid society for 18 years, litigating and settling landlord/tenant disputes and eviction proceedings on behalf of low-income tenants.

• Board of Directors, Virginia Center for Creative Arts, Amherst, Virginia
• Member, Committee on Developments in Business Financing, Committee on Federal Regulation of Securities, UCC Committee, Committee on Developments in Business Financing, American Bar Association

• Recognized as a Leader in Capital Markets: Securitization, Nationwide, Chambers USA, 2011–2017
• Listed for Structured Finance, Legal 500 United States, 2016-2017
• Selected as a Super Lawyer for Securities and Corporate Finance, New York Super Lawyers magazine, 2010-2016. A description of the selection methodology can be found on Super Lawyers’ webpage.

• Structured Finance and Securitization – 2023 Year in Review
• Summary of Key Differences Among PDP Securitizations, RBLs, VPPs, and High Yield Debt, Thomson Reuters Practical Law
• Oil & Gas Asset-Backed Securitizations, Thomson Reuters Practical Law
• Structured Finance and Securitization – 2021 Year in Review
• Structured Finance and Securitization – 2022 Year in Review