Real Estate Mezzanine and A/B Loans: Structuring and Enforcing Intercreditor and Co-Lender Agreements

Reconciling the Demands and Objectives of Senior and Junior Lenders

A live 90-minute CLE webinar with interactive Q&A


Thursday, September 28, 2017 (in 6 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will prepare real estate finance counsel to structure intercreditor agreements between senior/mezzanine and A/B lenders. The panel will discuss the most frequently negotiated provisions, and the challenges to enforcing intercreditor agreements in distressed loan scenarios.

Description

Whether analyzing, negotiating or drafting an intercreditor agreement, counsel for lenders and borrowers must understand the key provisions and their potential impact. Counsel must also incorporate the lessons from past defaults, workouts and bankruptcies.

The critical question in most intercreditor agreements relates to each lender’s respective ability to exercise key rights under, and enforce or challenge the agreement when a real estate loan defaults or a dispute between lenders arises. Loan workouts and bankruptcies complicate the enforcement and remedies available.

Lenders involved with tranched loans, including mezzanine loans and A/B structured loans, must be vigilant about protecting their rights and remedies under existing, as well as future, agreements. Borrowers need to understand how these agreements and tiered lending structures affect a borrower’s ability to negotiate a workout, extension or discounted payoff.

Listen as our panel of experienced practitioners outlines key legal issues facing parties to tiered real estate financing transactions involving mezzanine intercreditor agreements and co-lender agreements. The panel will discuss the key terms in the agreements, the implications of real estate workouts and bankruptcies, the concerns of the borrower, and lender strategies for enforcement of remedies.

Outline

  1. Key provisions of mezzanine loan intercreditor agreements
  2. Key provisions of co-lender agreements, including control rights of B Note holders
  3. Participation agreements as a variation of co-lender agreements
  4. The role of the servicer under co-lender agreements and tensions with B Note holders
  5. Borrower concerns and considerations
  6. Lender strategies for dealing with a defaulted loan
  7. Lessons from workouts and bankruptcies on structure, enforceability and remedies

Benefits

The panel will review these and other key issues:

  • What provisions are typically included in an intercreditor agreement or a co-lender agreement?
  • What are the lessons from recent years that influence how these agreements are drafted?
  • How does the securitization of the senior loan affect the workings of these agreements and the workout of troubled loans?
  • What challenges have senior and junior lenders faced when working out loans on transactions that include a mezzanine loan or B Note?
  • What are the payment priorities under tiered financing structures?

Faculty

Bruce E. Prigoff, Partner
Cox Castle & Nicholson, San Francisco

Mr. Prigoff represents real estate capital markets lenders and investors in bridge and mezzanine financing, A/B structured loan transactions, equity investment and discounted acquisitions of mortgage loans, mezzanine loans and B Notes. He possesses extraordinary expertise in the purchase and sale of distressed performing and non-performing loans, loan portfolios and properties.

Michael J. Waters, Of Counsel
Wachtel Missry, New York

Mr. Waters’ practice involves counseling institutional investors and lenders, real estate opportunity funds, and private developers on all aspects of their real estate-related business, with an emphasis on complex debt restructurings and workouts of senior and mezzanine loans and equity investments, including the acquisition and disposition of distressed loans and real estate assets. He has particular expertise in the negotiation of intercreditor and participation agreements and the complex inter-lender issues arising in distressed real estate projects.


Live Webinar

Live Webinar $297.00

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00
Available 48 hours after the live event

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

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Recorded Audio Download (MP3) $297.00
Available 24 hours after the live event

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DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo


Webinar

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Program Materials

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Program Materials

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Customer Reviews

I appreciated that Strafford's program focused a specific kind of intercreditor agreement rather than approach the subject generically.

Mark Berman

Nixon Peabody

The speakers were very experienced.

Cal Johnson

BDP

I appreciated that the presenter was well organized and had thoroughly researched the subject matter. I found the materials and presentation informative thought provoking.

Toni Morlas

Kelly Law Registry

Length was ideal and the topic was timely. Excellent!

Jeanette Henderson

University of Washington

The program covered a fair amount of material in a short time period.

Dawn Sharff

Bradley Arant Boult Cummings

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Real Estate Law Advisory Board

David A. Barksdale

Partner

Ballard Spahr

Jacob Bart

Partner

Stroock & Stroock & Lavan

Brian W. Blaesser

Partner

Robinson & Cole

Ronald B. Grais

Counsel

Sugar Felsenthal Grais & Hammer

Ren R. Hayhurst

Partner

Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower

Counsel

Kilpatrick Townsend & Stockton

Clark T. Thiel

Partner

Pillsbury Winthrop Shaw Pittman

or call 1-800-926-7926

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