This is a webcast of the live New York session.Why you should attend
This seminar will explore advanced issues in commercial real estate financing in a market that continues to improve - in some cases very dramatically. We will focus on the use of multiple lenders and creative deal structures. We have also seen nontraditional lenders such as hedge funds enter the market, providing equity-flavored (and priced) financing through joint venture vehicles, which will be a focus of this year’s seminar. We will again look at CMBS 2.0 and try to understand whether there is such a thing and, if so, what it is. This year’s seminar will target commercial real estate finance lawyers with at least ten years of experience.
A faculty of seasoned practitioners will help you understand old principles that are new again, beef up your knowledge of how to structure and close real estate loans, and revisit legal principles for troubled loans that date back to law school or the last downturn. The speakers will offer some predictions about how commercial real estate financing might look in the next cycle, and problems to watch out for in today’s transactions.
What you will learn
- Who’s lending, and how?
- Special focus on joint ventures as a financing technique
- Securitization today – state of the market and projections
- Role of the rating agencies
- Advanced issues in loan enforcement
plus
- Capital stacks and intercreditor issues
- Interest rate protection – swaps, caps and security issues they create
- How to prevent malpractice in commercial real estate transactions
- Special issues of syndicated loans
- and much, much more . . .
Who should attend
Commercial real estate attorneys, executives, in-house counsel, investment bankers who acquire and sell real estate, asset managers and acquisition managers.
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.S.T.
Day One: 9:00 a.m. - 5:00 p.m. (E.S.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.S.T.)
9:00
Opening Remarks and Introduction
9:15
State of the Commercial Real Estate Finance Market; Overview of Securitization Today
A. State of the Market
- Who’s Lending Where?
- General Loan to Value Ratios and Loan Terms
- Use of Multiple Lender Structures
Robert J. Hellman
B. Overview of Securitization Today
- State of Securitization Market, Projections
- Role of Rating Agencies
- Ratings Process
Daniel B. Rubock
10:15 Evolving Deal Structures and Documentation for Securitized Loans
- Common Issues in Loan Structures
- Proliferation of SPE Covenants
- How Do CMBS 2.0 Loan Documents Differ from CMBS 1.0?
- Cash Management
- “Back to Basics” – What Does That Mean?
- Guarantors and Carveouts
Kevin Blauch, Daniel B. Rubock
11:15 Networking Break
11:30 Interest Rate Protection in Commercial Real Estate Loans
- Interest Rate Volatility and Indexes
- Swaps and Caps
- Security for Borrower Obligations
- Collateral Assignment of Swaps and Caps
- Pricing
- Closing and Documentation Process
Guy C. Dempsey, Jr.
12:30 Lunch
Afternoon Session: 1:45 p.m. - 5:00 p.m. (E.S.T.)
1:45 Joint Ventures as a Financing Vehicle
- Capital Contributions
- Waterfall and IRR
- Management and Control
- Transferability
- Exit Mechanisms (ROFO, ROFR, RTM, Forced Sale, Buy-Sell)
- Preferred Equity Investor vs Mortgage Lender
Steven G. Horowitz, Audrey L. Sokoloff
2:45 The Developing Law of Limited Liability Companies, Including Securities Law
- Recent Cases on LLC’s
- Fiduciary Duty and Minority Rights
- Limits on Freedom of Contract
- New York vs Delaware
- Drafting Suggestions
- How to Stay Out of Trouble Under the Securities Laws
Thomas D. Kearns
3:45 Networking Break
4:00 Opinions of Counsel
- Opinion Negotiations
- The Opinions Process
- Real Estate Finance Opinion Report of 2012 (ACREL/ABA/ACMA)
- Recent Cases on Opinions
- Exposure and Risks to Opinion Givers
- High-Risk vs Low-Risk Opinion Conclusions
Andrea A. Ascher; Andrew R. Berman
5:00 Adjourn
Day Two: 9:00 a.m. - 5:00 p.m. (E.S.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.S.T.)
9:00 Junior/Senior Participations (A/B Loans); Mezzanine Loans; Intercreditor Issues
- Market Conditions
- New Deal Structures
- Closing Issues
- Security Issues (UCC)
- Terms of Documents
- The “Standard” Intercreditor Agreement
- Appraisal Reductions
- Decision Making
- Purchase Options
Ellen M. Goodwin
10:15 Financing the Tenancy in Common
- What’s the Collateral?
- Documentation Requirements
- Lender Protections
- Closing Process
- Reviewing TIC Documents
Andrew L. Herz
11:15 Networking Break
11:30 Special Problems of Syndicated Loans
- Documentation and Closing Requirements
- Lender Decisionmaking
- Permitted Transfers
- Dealing with Defaults
- Syndicated Construction Loans
Gary Goodman
12:30 Lunch
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Insurance and Risk Management, Particularly for Construction Loans
- Documentation Requirements
- Common Mistakes
- Terrorism Insurance
- “Additional Insured” and Additional Flavors
- Bonds
Kevin Connolly
2:45 Advanced Issues in Loan Enforcement
- Litigation Strategies
- Enforcement vs Negotiation
- Role of Bankruptcy
- Problems and Solutions
- Deeds in Lieu – Are They Worth the Effort?
Richard Fries
3:45 Networking Break
4:00 Malpractice Prevention in Commercial Real Estate Financing (Legal Ethics)
- Getting the Documents Right
- Common Causes of Mistakes
- Malpractice Prevention Techniques
- What to Do When a Problem Hits
Robert Bergson
5:00 Adjourn
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.