Key Takeaways
- Define the population, cutoff date, exclusions, and transfer restrictions.
- Reconcile balances, performance fields, documents, servicing, and exceptions.
- Compare price, conditions, timing, representations, and post-close work.
- Reconcile the final schedule to the signed transfer documents.
1. Define the whole-loan sale perimeter
A whole-loan sale transfers an agreed loan or receivable position rather than only a selected stream of future payments. The perimeter may include performing, delinquent, non-performing, commercial, mortgage, auto, or specialty-finance loans, but the asset class and transfer rights must be explicit.
Start with the reporting basis, as-of date, included and excluded accounts, balance definition, geography, product, performance status, collateral or guaranty context, and accounts requiring special handling. The internal balance sheet, servicing system, and proposed sale schedule should reconcile to the same population.
For the broader seller route, use the sell a portfolio hub. For mortgage-note positions, continue to the mortgage-note seller review.
2. Prepare a buyer-ready data tape
A buyer needs stable field definitions, an as-of date, segment-level balances, payment and delinquency history, charge-off or workout status where applicable, servicing information, collateral or legal records, and a clear list of unavailable fields. Make exceptions visible rather than burying them in a data room.
| Area | Include | Why it matters |
|---|---|---|
| Population | Count, balance basis, cutoff, inclusions, exclusions | Creates a stable sale perimeter. |
| Performance | Payment status, delinquency, modifications, recoveries | Supports segmentation and underwriting. |
| Documents | Note, security, guaranty, assignment, collateral inventory | Surfaces diligence gaps. |
| Servicing | Provider, system, reporting, complaints, transition needs | Clarifies operating work after closing. |
3. Run staged diligence
Initial materials should establish fit without releasing unnecessary account-level information. After qualified counterparty screening and confidentiality controls, selected buyers can review records needed to validate ownership, payment history, collateral, legal position, servicing, and exclusions.
Maintain a question log and exception register. Record which answers change the pool, pricing assumptions, transfer conditions, or seller obligations. A controlled process makes corrections auditable and prevents late-stage surprises.
4. Compare proposals on net economics
Compare consideration, funding date, conditions to close, holdbacks, deferred amounts, fees, representations, indemnities, servicing transition, retained accounts, and delivery requirements together. A higher nominal bid may produce a weaker result if it carries heavy conditions or extensive seller work.
Do not use a universal whole-loan price percentage. Economics depend on product, payment history, collateral, geography, documentation, servicing cost, timing, buyer mandate, and negotiated transfer terms.
5. Plan the transfer as an operating project
Assign owners for approvals, data delivery, notices, servicing instructions, payment redirection, records retention, complaints, and exception escalation. Reconcile the final schedule to the definitive agreement and document what happens to payments or inquiries received during transition.
Frequently Asked Questions
Is a whole-loan sale the same as a debt portfolio sale?
They can overlap, but whole-loan language usually emphasizes defined loan positions while a debt portfolio may include a broader receivables population. The actual perimeter and documents control.
Does Fitzgerald buy whole loans directly?
Fitzgerald is a broker-led desk and does not represent itself as the direct buyer of every whole loan. A qualified mandate review determines whether a controlled counterparty process is appropriate.
Discuss a whole-loan sale mandate
Share the asset type, approximate scale, data condition, servicing context, and timing for a confidential first review.
Confidential review form
Educational disclaimer: This article is general information, not legal, tax, accounting, valuation, investment, servicing, or transaction-specific advice.