Structured & Real Estate Finance

The Structured and Real Estate Finance Group (SREF) of Seyfarth Shaw LLP represents lenders across a broad spectrum of real estate finance transactions. SREF’s attorneys are located in our offices across the country. Operating as a national, integrated team, we are able to draw upon our lawyers’ broad real estate finance backgrounds and practical regional knowledge to provide innovative and comprehensive legal services. Working with a wide array of financial institutions and companies, SREF attorneys structure and negotiate loans and other credit facilities, handle loan administration and servicing issues, and through our Distressed Asset Resolution Team (DART), represent the interests of our clients in loan defaults, workouts, foreclosures, UCC sales, and borrower bankruptcies.

Our knowledge of the lending and capital markets, industry trends, and lending principles further enhances our ability to assist clients with their real estate finance issues. When structuring transactions and drafting loan documentation, our collective background uniquely positions us to meet the needs of our clients, mitigate their potential risks, and augment their customer relationships.

SREF emphasizes knowledgeable, focused, and efficient services that help clients keep up with a rapidly changing financial marketplace. We are committed to the delivery of practical, result-oriented service through appropriate staffing, consistent points of contact, and clear and effective leadership.

Transaction Experience

We work with our lending clients on a full range of real estate financing matters involving properties located throughout the United States , employing creative strategies to attain our clients’ objectives. Our experience includes the following types of transactions:

• Permanent and bridge loans
• Commercial and multi-family construction financing
• Mezzanine and A/B tiered structures
• Participations and other syndicated arrangements
• Capital Markets loans (including conduit financings)
• Preferred equity structures
• Loan acquisitions and sales
• Servicer representations (master and special)
• Issuer representation in loan securitizations
• Financing of environmentally impaired properties
• Lease financings
• Land acquisitions
• Health care facilities
• Commercial and multi-family condominium and planned-unit development financings
• Like-kind exchanges
• Sale/leaseback arrangements
• Letter of credit enhanced transactions
• International transactions

We also have extensive knowledge of community-revitalization programs and other government-sponsored initiatives that allows us to couple these alternatives with conventional financing arrangements. Representative programs include:

• Empowerment zone grants
• Historic preservation tax credits
• Local government grants and loans
• Low-income housing tax credits
• Tax increment financing (TIF)

We have represented numerous not-for-profit clients and we have extensive experience with various forms of tax-exempt real estate and project financing for industrial development and 501(c)(3) organizations, including those in the healthcare industry. We also assist clients in obtaining letter rulings from the IRS and procuring credit enhancements secured by pledges of payments under intergovernmental grant agreements.

Loan Origination

SREF has experience with varied types of collateral including the fee, leasehold, and construction financing of multi-family, office, retail (including shopping centers), warehouse, and hotel properties, mobile-home parks, golf courses, and health care facilities. Our attorneys have closed numerous multi-property transactions and loans ranging in size up to several hundred million dollars. We have substantial experience with TIC and 1031 exchange transactions and, in the capital markets arena, are accustomed to structuring borrowers and loans to be REMIC compliant and are called upon to assist borrowers in meeting our clients’ and the market’s structure requirements. We also have represented lenders on Shar’ia-compliant mortgage loans. Additionally, SREF attorneys are knowledgeable on all aspects of construction lending and floating rate transactions (including rate cap and other swap products).

Our work includes all legal due diligence aspects, including review of title, survey, public record searches, zoning reports, opinions, borrower structures and organizational documents, lease reviews, estoppels, and SNDAs (including preparation and negotiation), as well as document preparation and negotiation. In addition, our attorney teams include ERISA and REMIC counsel who provide opinions or structure or document guidance.

Structured Loan Origination, Syndications, Participations, and Purchases/Sales

We have experience in a wide range of co-lending (club), syndication, and participation transactions, senior/subordinate and pari passu structures, and other structural variations. Our attorneys have represented the originators of B Notes, participations, and mezzanine loans and have represented both buyers and sellers of whole loans and various junior interests. We also have participated in transactions involving, on the origination and seller side, both portfolio and securitized lenders, and on the purchaser side, private equity and hedge funds, insurance companies, and major banks. Our attorneys have drafted and negotiated purchase and sale agreements, co-lender and participation agreements, intercreditor agreements, and servicing agreements. We complete all post-closing delivery tasks (including transaction descriptions and fulfillment of portfolio or securitization requirements, as applicable) in a timely fashion.

Capital Markets

Seyfarth Shaw’s attorneys are experienced in structuring mortgage and mezzanine borrowers and loans to be in compliance with rating agency and general market requirements. As a group, we have 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. Moreover, our attorneys assist borrowers in establishing ownership structures that satisfy securitization requirements while addressing the borrowers’ other business goals (including minimizing adverse transfer and mortgage recording tax consequences).

Our REMIC tax lawyers assist in more complicated deal structures and provide assurance of tax compliance necessary to securitize loans in CMBS pools (e.g., incorporating property substitutions into deal structures, providing for material construction work, and addressing non-real estate collateral issues). The firm’s bankruptcy attorneys aid in formulating certain bankruptcy remote structures as well as reviewing non-consolidation opinions and addressing potential fraudulent conveyance issues, where appropriate. We have closed loans ranging from small conduit deals to multi-property/multi-state large loan “securitizable” transactions on most property types and are experienced in structuring multi-layer transactions, including B Notes, mezzanine loans, and equity participations, as well as syndicated TIC deals, Shar’ia-compliant structures, 1031 exchange and reverse 1031 transactions, and earn-out and other future funding facilities. We are familiar with all legal aspects involved in capital markets loan closings, from the application phase (including assisting with drafting certain provisions and addressing borrower, REMIC, or other structure or collateral matters) through post-closing matters.

Rating Agencies

Our attorneys maintain ongoing relationships with the rating agencies and their counsel, as well as with major market servicers. Among other things, we have worked with the rating agencies in structuring certain loan programs, which has helped to build trusted relationships between the agencies and our lawyers.

Loan Servicing

Our attorneys are experienced in loan servicing matters, including construction, new and amended leases, SNDAs, property and owner interest transfers (including in TIC structures), loan and partial loan defeasances, and, for certain capital markets facilities, REMIC opinions. In our role as master servicers’ counsel, we are keenly aware of issues that need to be vetted with rating agencies and special servicers. We have successfully worked with borrowers and their counsel in structuring assumptions, change-in-control transactions, and other servicing matters that accommodate the borrowers’ needs while complying with all applicable servicing standards and, where applicable, REMIC tax rules and rating agency requirements. Through DART, we have extensive distressed asset experience, including pre-negotiation letters, workout meetings, loan and borrower restructures, bankruptcies, UCC sales, foreclosures, intercreditor issues, tax matters, management and leasing issues, REMIC pool/PSA matters, and REO lender structures.