Why you should attend
This seminar will explore major issues and problems, and recent changes, in how lenders and borrowers negotiate commercial real estate loans in the still-lingering shadow of the recent financial crisis. Speakers will show how today’s lower valuations and the renewed conservatism of lenders will shape the terms, legal negotiations, and closing process of commercial real estate financing in 2013. This year’s program will turn back toward the basics, such as loan document negotiations, rental income, leases, nondisturbance agreements, and drilling down on the documents. 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 earlier downturns. The speakers will explore categories of financing and categories of distress, and how borrowers and lenders might respond. And they’ll offer some predictions about how commercial real estate financing might look in the next cycle, and lessons to be learned from today’s transactions and continuing workouts.
What you will learn
- Who’s lending - and how?
- How a lender looks at a lease, and the relationship between tenant and lender
- Securitization today - state of the market and projections
- The art of getting a loan closed, and what to do next
- Role of the rating agencies
- Lender’s due diligence and strategy for troubled loans
plus
- Interest rate protection - swaps, caps, and security issues they create
- Fannie and Freddie multifamily financing
- Workouts, defaults, and enforcement
- How ground leases can go wrong
- Analyze an ethics case study, and receive an hour of CLE Ethics credit
Who should attend
Commercial real estate attorneys, executives, in-house counsel, investment bankers who acquire and sell real estate loans, asset managers, and acquisition managers.
Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
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
Daniel B. Rubock, David Stewart
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.
1:45
Leasehold Mortgages; Ground Lease Issues
- What Does a Lender Care About Most?
- Rent Resets
- What Can You Live With and How?
- Fee vs. Leasehold Issues
- Condemnation Proceeds
Joshua Stein
2:45
How Lenders Look at Leases; Nondisturbance Agreements
- Due Diligence Process for Leases
- Top Ten Killer Lease Clauses
- Special Issues of Dealing With High-End Retail Tenants
- Nondisturbance Agreements - The Hot Button Issues and How to Resolve Them
Andrea D. Ascher
3:45
Networking Break
4:00
Drilling Down on the Documents - The Ten Easiest Ways to Mess Up
- Term Sheets and the Role of Counsel
- How to Approach Preparation of a Set of Loan Documents
- Problem Areas in the Documentation Package
- Crucial Clauses on Pricing and What They Mean
- Special Security Documents and the Issues They Create
- What the Documents Should Say About Defaults and Remedies
- Strategies for the Negotiation and Redrafting Process
James M. Carolan
5:00
Adjourn
Day Two: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00
Junior/Senior Participations (A/B Loans); Mezzanine Loans; Intercreditor Issues
A. Mezzanine Loans and Intercreditor Issues
- Market Conditions
- New Deal Structures
- Closing Issues
- Security Issues (UCC)
- Terms of Documents
- The “Standard” Intercreditor Agreement
- Preferred Equity and Its Special Issues
Robert J. Ivanhoe
B. Junior/Senior Participations (A/B Loans)
- Agendas of the Parties
- The “Standard” Intercreditor Agreement; Typical Negotiations
- Appraisal Reductions
- Decision Making
- Purchase Options
- Bankruptcy Issues
Joseph Philip Forte
10:15
Getting the Deal Closed
- Different Approaches to Loan Document Negotiations
- Secret Techniques for Developing and Using Closing Checklists
- Opinions of Counsel
- Dealing With Third Parties
- Keeping It Moving
- The Day of the Closing and Getting the Loan Funded
- After the Closing
Michelle V. Kelban
11:15
Networking Break
11:30
Borrower’s Agenda
- Pushing Back Against Lender’s Loan Documents
- Carveout Liability
- New Pitfalls and Problems in Loan Documents and Structures
Joseph Philip Forte, Andrew L. Herz, Robert J. Ivanhoe
12:30 Lunch
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Getting to Know Your New Best Friends Fannie and Freddie
- Special Issues of Agency Financing
- Documentation Requirements
- Deal Structures
- Opinions
Kenneth G. Lore
2:45
Working Out the Troubled Loan
- Common Deal Structures
- The Players - Borrowers, Sponsors, Servicers, Other Lenders
- Closing Issues - Timing and Tactics
- “Amend and Extend”
- Cash Flow Mortgages, Kickers, and Cash Flow Participations
- Deeds in Lieu - Are They Worth the Effort?
Steven L. Wilner
3:45
Networking Break
4:00
Ethics in Commercial Real Estate Financing
- Representation of Multiple Parties
- Ethics Walls
- Common Escrow Problems
- Direct Communications with Represented Parties
Pery D. Krinsky
5:00
Adjourn
Chairperson(s)
Speaker(s)
Robert J. Hellman ~ Managing Director - Head of Asset Management, Pembrook Capital Management, LLC
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also
make reservations online to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com
Sheraton New York Hotel & Towers, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book
online.
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Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
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