Commercial Real Estate Financing 2010: How to Handle Defaults, Distress, Maturities, and Stacks of Debt

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

Commercial real estate financing has remained extremely troubled since the boom ended in late 2007.  This seminar will explore how new lower valuations, reduced cash flow, hints of governmentally sponsored salvation, and distress throughout the economy continue to affect commercial real estate borrowers and lenders, and the legal issues their counsel must handle.  A faculty of seasoned practitioners will help you beef up legal knowledge that dates back to law school or the last downturn.  The speakers will explore categories of distress, and how borrowers and lenders might respond.  They’ll look at techniques for resolving that distress, both consensual and nonconsensual.  And they’ll offer some predictions about how commercial real estate financing might look in the next cycle.

What You Will Learn

MANY NEW TOPICS!

• Lender's due diligence and strategy for troubled loans
• What should a borrower do when they see a loan heading toward trouble?
• Intercreditor issues (how to deal with lots of lenders)
• How do you sell a loan, and how does the process change when a loan encounters distress or default?
• Now that LLC's have been the vehicle of choice for over a decade, what can we learn from the reported cases?
• Important bankruptcy and loan enforcement cases decided in the current downturn - and the deal structures and documents you need to know about

plus

• Focus on workouts and defaults - before and after acceleration
• Foreclosures, receiverships, and guaranty enforcement
• Coverage and documentation requirements of insurance
• How construction loans go wrong
• The special problems and issues of syndicated loans
• Analyze an ethics case study - and receive an hour for your CLE requirements

Who Should Attend

Real Estate Attorneys, executives, in-house counsel, investment bankers who acquire and sell real estate, asset managers and acquisition managers.

Special Features

Live Webcast - Simultaneous live webcast of the San Francisco session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.
 
For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: San Francisco webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

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.

Schedule

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  Introduction

Joshua Stein

9:15  Insurance After the Closing

• State of the insurance market
• Insurance problems in defaults, workouts, and foreclosures
• Managing insurance renewals
• Hurricanes and other problems 
• Special insurance problems for CMBS loans
• This segment will not cover insurance for ordinary commercial real estate loan closings.

Philipp J. Bischoff, James E. Branigan

10:15  When Will Commercial Real Estate Lending Come Back, and What Will It Look Like?

• Prerequisites for Lending to Return
• The Future of Securitization
• Likely Deal Terms and Structures

Fredric L. Altschuler, Paul M. Fried, Robert J. Hellman, Daniel B. Rubock

11:15  Networking Break

11:30  How a Troubled Borrower Should Manage Its Lender

• Strategies to deal with lenders and other investors when a property gets into trouble
• Understanding the lender’s agendas
• Common deal structures and how to present them
• What to say and what not to say and why
• Finding someone to talk to

Jonathan L. Mechanic

12:30  Lunch

Afternoon Session: 1:45 p.m. - 5:00 p.m.

1:45  Judicial Responses to SPE Structures

• Implications of the General Growth case
• Other recent cases testing SPE covenants and structures
• Other bankruptcy issues in the current wave of real estate defaults

Daniel Huffenus

2:45  Networking Break

3:00  Title Insurance in the New World

• Deed in lieu transactions
• Loan modifications
• Recent regulatory initiatives and how they might affect title insurance pricing and service
• Industry capacity and financial strength of remaining carriers
• Tales from the trenches in the claims department

Marvin N. Bagwell

4:00  Intercreditor Disputes and Strategies

• Common issues under intercreditor agreements
• Practicalities of notices to cure
• Mezzanine lender strategies
• Syndicated loan decisionmaking procedures and issues
• Exercising remedies under a syndicated loan
• This segment will not cover UCC enforcement procedures and issues

Warren Bernstein, Ellen M. Goodwin

5:00  Adjourn

DAY TWO: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00  Limited Liability Company Disputes

• Where the problems have arisen with limited liability companies
  -Pitfalls in drafting operating Agreements, and how to avoid them
• How courts have responded to LLC disputes and interpreted LLC agreements
  -Lessons learned for the next LLC you form

Anthony Q. Fletcher

10:00  A Visit to the Courthouse

• How the courts have responded to today’s wave of foreclosures
• Recent residential foreclosure cases with lessons for commercial mortgage lenders
• Enforcement of nonrecourse carveouts
• “Waste” is back: Borrower beware
• This segment will not cover issues involving SPE’s or bankruptcy

Patrick A. Randolph, Jr.

11:00  Networking Break

11:15  Troubled Mortgage Loans and Workouts - Before Acceleration

• Pre-workout agreements
• Due diligence
• Lender liability risks
• Common deal terms in mortgage loan workouts and the legal issues they raise
• Deeds in lieu; Deeds in escrow
• Cash flow mortgages
• Expedited sales of collateral
• Changes in management
• Lockboxes
• Timing and how to get the deal closed

Nicole Levin Mesard

12:15  Lunch

Afternoon Session:  1:45 p.m. - 5.00 p.m.

1:45  Troubled Mortgage and Mezzanine Loans and Workouts - After Acceleration

A. Mortgage Loans

• Acceleration and enforcement of mortgage remedies
• Appointment of a receiver
• Mortgage foreclosure process
• Recourse and personal liability

Richard S. Fries

B. Mezzanine Loans

• How a UCC foreclosure works
• Alternatives to foreclosure; other remedies
• Special risks and issues of acquiring equity interests

SH Spencer Compton

2:45  Special Issues in Defaulted Loans

A. How Hotel Projects and Other Development Projects Go Wrong, and How to Fix Them

• Identifying the exit strategy
  -Maintain, renegotiate or terminate the brand and management agreements?
  -Working with nondisturbance agreements
  -Disentangling condominium projects
  -Issues in incomplete projects
• Is bankruptcy the exit?
  -Treatment of hotel revenues
  -Rejection of agreements
  -363 Sales

K.C. McDaniel

B. Buying and Selling a Loan in Default

• Due diligence issues
• Major contract issues
• Effect of borrower bankruptcy

Andrea Mattei

3:45  Networking Break

4:00  Ethics in Commercial Mortgage Practice

• Analysis of case study by Devika Kewalramani

Please read case study (in Course Handbook) in advance

SH Spencer Compton, Devika Kewalramani, Andrea Mattei

5:00  Adjourn

Faculty

Chairperson(s)

Joshua Stein, Joshua Stein PLLC

Speaker(s)

Fredric L. Altschuler, Cadwalader, Wickersham & Taft LLP
Marvin N. Bagwell, President and Chief Counsel, Bagwell & Associates Title Agency LLC
Warren J. Bernstein, Kaye Scholer LLP
Philipp J. Bischoff, CPCU, Executive Vice President, Omega Risk Management, LLC
James E. Branigan, President & CEO, Omega Risk Management, LLC
SH Spencer Compton, Senior Vice President, Special Counsel, First American Title Insurance Company of New York
Anthony Q. Fletcher, Anthony Q. Fletcher, P.C.
Paul M. Fried, I&L Holding Co.
Richard S. Fries, Bingham McCutchen LLP
Ellen M. Goodwin, Alston & Bird LLP
Robert J. Hellman, Managing Director, Real Estate, David Landau & Associated, LLC
Daniel S. Huffenus, Katten Muchin Rosenman LLP
Devika Kewalramani, Moses & Singer LLP
Andrea Mattei, Vice President - Legal, Wyndham Worldwide Corporation
K.C. McDaniel, KC McDaniel PLLC
Jonathan L. Mechanic, Fried, Frank, Harris, Shriver & Jacobson LLP
Nicole Levin Mesard, Debevoise & Plimpton LLP
Patrick A. Randolph, Jr., Professor of Law, Husch Blackwell Sanders, University of Missouri School of Law
Daniel B. Rubock, Senior Vice President, Moody's Investors Service

Program Attorney(s)

Meghan C. Forgione, Practising Law Institute

CLE Credit

Travel Information

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: res.ny@warwickhotels.com.