Why you should attend
Do you know the best negotiating strategies in the current real estate market? What are the “hot buttons” for seller, buyer and lender requirements? What are the factors and legal issues you should analyze with respect to investing in distressed real estate situations including purchasing defaulted loans. How do the characteristics of a property and the structuring of the acquisition fit with the current underwriting criteria of lenders? Which provisions in a sales contract are critical, and which ones are just nice to have? How do you manage your financing sources and your contractual obligations? This one-of-a-kind program will give you the answers to key questions such as these, plus offer a focus on workouts, both before and after the occurrence of the default, as well as look at the sources and the manner in which these deals are being recapitalized. Some of the best real estate lawyers in the country will be on hand to give you cutting-edge tips for our ever-changing marketplace. Make the most of this unique opportunity.
What you will learn
- Explore the best techniques for negotiating under current market conditions
- What you need to know about workouts and restructurings of loans
- What to agree to in a prenegotiation agreement without giving away the store
- Practical approaches to address defaulted loans, for both lenders and borrowers
- How special servicers view their role in dealing with distressed real estate
- How has special servicing changed with the new ownership of the special servicing platforms?
- Joint ventures, including the critical areas to address, and remedies and responses for when they fail
- Get tips on how to address the current concerns of financing sources
- What are the real risks of those “good guy” guaranties and how can you protect yourself?
- Learn which representations and warranties and covenants you really need in contracts
- Understand strategies and remedies for breach of contract
- Do these “binding” letters of intents really work?
- Assess what risk areas may be acceptable to an individual investor but not to an institutional fund
Who should attend
Real estate attorneys; investment bankers who acquire, finance, and sell real estate; real estate executives, asset managers and acquisition managers; and investment advisers, fund managers, bankers and real estate advisers and consultants.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 State of the Market and Representing Special Servicers
A. State of the Market
- Leasing Fundamentals
- Sales Trends
- Lending Environment
B. Representing Special Servicers
- What market trends are likely to affect CMBS workouts in 2012-2013.
- How are special servicers approaching defaulted loans? Has a change occurred since the 2008 downturn?
- External factors affecting CMBS defaults and workouts.
- Recent decisions including a discussion of the Galante and Kerzner cases.
- Are the challenges to special servicer standing and authority behind us.
Gregory A. Cross
10:15 Representing Lenders in a Changed Environment
- What did we learn from the largest real estate bankruptcies ever?
- Rating Agencies and the new world order.
- Borrower’s lament: but why can’t I use my 2007 loan documents?
- The future of mezzanine debt and multi-tier, multi-party intercreditor agreements.
- So those non-recourse guaranties really did work!
William P. McInerney, Harry R. Silvera
11:30 Successfully Closing Purchase and Sale Transactions in 2012
- Manage the due diligence process
- Shape Seller's representations and warranties
- Outline covenants of Purchaser and Seller to govern the contract period
- Establish conditions to the parties' obligations to close
- Manage the closing process
- Define default and provide for remedies
Ronald D. Sernau, Ross Z. Silver
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Distressed Loan Workouts and Lender Remedies
- Defaults and acceleration
- Election of remedies
- Borrower defenses and lender liability
- Pre-workout agreements
- Workout and restructuring objectives and strategies and alternative workout models
- Enforcement of Guarantees (including the Cherryland decision)
- Syndicated Loans: collective vs. individual actions and defaulting lender issues
- Mezzanine lender remedies vis a vis senior lenders
Richard S. Fries, James E. Hough
2:45 What Provisions do Joint Venture Partners Negotiate the Most?
- Governance - who runs the business day-to-day, major decision approval rights, micro-managing v macro-managing, SHIFTS IN CONTROL
- Dispute resolutions/deadlocks; buy-sell
- Capital Contributions; failures to fund additional capital and penalties therefor (dilution; loss of voting rights; member loans)
- Distributions - Straight by percentage interest; preferred returns; carried or promoted interest; tax distributions
- Exit - Transfer restrictions, permitted transferees, forced sale, drag along and tag along rights, ROFO (right of first offer) versus ROFR (right of first refusal), indirect transfers, minimum equity hold by sponsor, STABILIZATION THRESHOLD, ability to transfer management rights and affiliate agreements, restrictions on transfers to competitors
- Tax Provisions - Special allocations; Deferral of taxable gain for Seller
Steven G. Horowitz, Steven D. Klein
4:00 Ethical Issues in Real Estate Transactions
- Conflicts of interest
- Duty to disclose
Patricia A. Wilson
~ Senior Vce President, Institutional Group, Investment Properties, CBRE, Inc.
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 & Towers, 1335 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 N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field 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: firstname.lastname@example.org.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
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.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
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.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.