Structured & Real Estate Finance
Lenders from across the spectrum of the real estate finance industry look to the attorneys in Seyfarth Shaw’s Structured and Real Estate Finance group (“SREF”) to help them structure, negotiate and manage complex transactions.
The SREF practice is an integral part of Seyfarth’s real estate department which in total has more than 100 attorneys across the firm’s national offices. SREF lawyers draw on their deep experience in the real estate industry as well as the firm’s companion practice areas in tax, construction, litigation, bankruptcy, corporate and environmental law to arrive at optimal solutions for its clients. The SREF team works with its lender clients to structure, negotiate and close loans as well as to advise clients in loan workouts, purchases and sales and enforcement matters.
Seyfarth’s knowledge of the lending and capital markets, regulatory changes and lending principles enhances its ability to assist clients with their real estate finance issues. When structuring transactions, SREF applies its experience and knowledge resources to meet the business needs of its clients while mitigating potential risks.
In a rapidly evolving financial landscape, SREF lawyers assist its clients in meeting developments and challenges in the industry while achieving practical, effective and cost-conscious results. SREF applies the firm’s innovative and industry-leading approach to managing matters—known as SeyfarthLean—to control costs, identify best practices, address inefficiencies, provide transparency and responsiveness, and establish appropriate staffing.
Included among the matters handled by SREF are mortgage (permanent, bridge and leasehold) and mezzanine loan originations, loan administration and servicing issues, loan and loan interest purchases and sales, and loan-related defaults, workouts, foreclosures, UCC sales and bankruptcies. SREF lawyers have closed loans in varying sizes on most property types and are experienced in structuring multi-layer transactions, including mezzanine loans.
A key differentiator that sets SREF apart from many other firms’ real estate finance groups is SREF’s highly integrated national platform which facilitates SREF’s ability to staff matters taking into consideration the specific matter characteristics. Our local practices have a strong local presence, and our collective critical mass supports client’s national and diverse needs. Assisted by the resources and organization of a strong national department, our local teams work seamlessly with colleagues in other offices to manage our national relationships.
The SREF team represents various capital sources, including banks, insurance companies, CMBS lenders and real estate and pension funds. Transactions include varied types of collateral, including the fee, leasehold, and construction financing of multi-family, office, retail (including shopping center), warehouse, and hotel properties, mobile-home parks, golf courses, and health care facilities. Our attorneys have closed numerous multi-property transactions. As described below, SREF attorneys also have substantial capital markets experience, including with respect to SPE and REMIC requirements. SREF counsel also has experience with Shariah-compliant mortgage loans.
Seyfarth attorneys counsel loan servicers on new and amended leases, SNDAs, property and owner interest transfers, loan and partial loan defeasances and REMIC opinions.
We have successfully worked with borrowers and their counsel in structuring assumptions, change-in-control transactions, and other consent requests and servicing matters that accommodate borrowers’ needs while complying with applicable servicing standards and, where applicable, REMIC tax rules and rating agency requirements.
In the recent volatile credit markets, our attorneys have applied their distressed asset experience to current defaulted loan situations, including with respect to pre-negotiation letters, workout meetings, loan restructures, bankruptcies, UCC sales, foreclosures, intercreditor issues, tax matters, management and leasing issues, REMIC pool/PSA matters, and REO matters.
SREF is familiar with the legal aspects involved in capital markets loan closings, from the application phase (including assisting with drafting commitments and addressing borrower, REMIC, and other structural and collateral matters) through post-closing matters. Seyfarth’s attorneys are experienced in reviewing the structure of mortgage and mezzanine borrowers and loans to comply with rating agency and general market requirements. As a group, SREF has deep knowledge in special purpose entity (SPE) and bankruptcy remote requirements as well as general documentation and due diligence requirements necessary for capital markets transactions.
Syndicated and Structured Loans
Our experience includes working with originators, sellers and purchasers of B Notes, participations, co-lending interests and mezzanine loans, and have closed with both portfolio and securitized lenders. SREF attorneys have drafted and negotiated loan purchase and sale agreements, co-lender and participation agreements, intercreditor agreements, and servicing agreements.
SREF attorneys work with an interdepartmental team to handle real estate loan workouts, bankruptcy matters and enforcement actions. Our workout experience includes the drafting and negotiation of pre-negotiation letters, forbearance agreements, and loan modifications. Our team also has considerable experience in the sale of loans, the negotiation of discounted payoffs and the enforcement of remedies, including foreclosures, deeds in lieu of foreclosure, receiverships, and other remedies in law and equity. Additionally, our lawyers are experienced in responding to the claims of borrower-related parties and “debt stack” members, and in connection therewith, address lender liability issues and defenses, and work with clients on avoiding exposure to, and limiting, third party claims. Seyfarth attorneys with a creditors’ rights focus have years of experience representing secured lenders in bankruptcy matters, including handling cash collateral matters, relief from stay actions, prepackaged bankruptcies, plan confirmations and opposition, and other matters that arise in real estate bankruptcy cases. Such experience, when combined with our capital markets knowledge, leads to our ability to provide comprehensive coverage and results for clients faced with distressed asset situations. SREF attorneys employ the firm’s matter management process to deliver their services in an efficient manner that focuses on appropriate staffing and value to the client.
Our covered bonds team is led by one of our partners who served as legal counsel to the mortgage bond trustee in the sale of EUR 4 billion of euro-denominated covered bonds in September 2006 and represented the first U.S.-based bank to complete a transaction in the European covered bond market. Seyfarth attorneys remain focused on recent developments in proposed covered bonds legislation.
Our securitization attorneys bring deep experience in securitization that is concentrated on representing trustees spanning a wide variety of asset types and debt structures including Covered Bonds, CDOs, CLOs, and CMBS.