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Managing and Structuring CRE-CLOs in Today's Economy: Servicing, Re-investment, Tax and Eligible Assets

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, April 18, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the life cycle of commercial real estate collateralized loan obligations (CRE-CLOs). The panel will discuss entity formation, entity-level tax treatment, types of loan collateral, loan origination, the reinvestment timeline, and loan servicing.


CRE-CLOs allow REITs and other mortgage loan funds to finance their loan portfolios with match term funding via the capital markets as an alternative to bank provided repurchase facilities or lines of credit. Unlike traditional CMBS, CRE-CLOs may hold and reinvest principal proceeds, which makes it an attractive vehicle for financing short-term bridge loans.

CRE-CLOs are typically structured as either a qualified REIT subsidiary (QRS) or a foreign corporation.

CRE-CLOs have a limited reinvestment period (typically two years) in which the CLO can reinvest any funds received from repayment or refinancing of portfolio loans into new debt instruments. After that, the CLO manager must revert to receiving and distributing funds to investors as the portfolio amortizes down for the remainder of the life of the CLO.

SPE covenants, recourse carveouts, reserves, cash management, and independent directors are some of the features that may be prerequisite to a loan's inclusion in a CRE-CLO pool.

Listen as our authoritative panel discusses the various nuances of CRE-CLOs, including tax structuring, CLO administration, and loan origination concerns.



  1. Purpose and characteristics of CRE-CLOs
  2. Avoiding entity-level tax by using a QRS or offshore corporation
  3. Management of the CRE-CLO portfolio
    1. Reinvestment period
    2. Loan servicing, modifications, forbearances
  4. Loan structuring features
    1. Eligible loans
    2. SPE borrower
    3. Cash management/reserves
    4. Recourse carveouts


The panel will review these and other vital issues:

  • What are the key servicing differences between a CRE-CLO and traditional CMBS?
  • How are borrowers and servicers navigating the rising interest rate environment?
  • How should the CRE-CLO be structured to avoid entity-level taxation?
  • What kinds of reinvestment are permitted during the reinvestment period?
  • What types of loans are eligible, and what are the structuring features of loans that typically go into CRE-CLOs?


Pawling, Matthew
Matthew P. Pawling

Special Counsel
Cadwalader Wickersham & Taft

Mr. Pawling is a special counsel in the Capital Markets Group. His practice is concentrated in the area of structured...  |  Read More

Rotblat, Y. Jeffrey
Y. Jeffrey Rotblat

Cadwalader Wickersham & Taft

Mr. Rotblat practices primarily in commercial real estate securities representing major Wall Street investment banks...  |  Read More

Silverstein, Gary
Gary T. Silverstein

Cadwalader Wickersham & Taft

Mr. Silverstein represents issuers, underwriters, insurers and other parties in connection with the tax aspects of...  |  Read More

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