Real Estate Mezzanine Financing: Structuring and Documentation, Due Diligence, Key Provisions
Drafting the Loan Agreement, Pledge Agreement, and Intercreditor; Entity Considerations
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will examine the structuring and documentation of a mezzanine loan in the real estate context. The panel will discuss the borrower's entity structure, key loan provisions, documentation, including the pledge agreement and the intercreditor agreement, and due diligence issues unique to mezzanine lending. The panel will also discuss special issues associated with construction mezzanine loans.
Outline
- Threshold issues with mezzanine financing
- Borrowing entity structure: SPE mortgage borrower/SPE mezzanine borrower
- Due diligence of mortgage borrower: claims, contracts, licenses
- Loan agreement
- Pledge agreement
- Intercreditor agreement
- Special considerations with construction loans
Benefits
The panel will review these and other critical issues:
- How should the mortgage borrower and mezzanine borrower be structured to accommodate both a mortgage and mezzanine loan?
- What consent rights should the mezzanine lender have regarding the actions of the mortgage borrower?
- What is the Article 8 opt-in process, and how is certification of the mezz borrower's interest in the mortgage borrower documented?
- What provisions should be included in the intercreditor agreement to allow the mezzanine lender to protect its position?
Faculty
Matthew A. Gibbons
Partner
Gibson Dunn & Crutcher
Mr. Gibbons’ practice focuses on representing major financial institutions, private equity funds and other... | Read More
Mr. Gibbons’ practice focuses on representing major financial institutions, private equity funds and other institutional lenders in connection with complex real estate transactions across all real estate asset classes, including originations of acquisition financings, mortgage financings, mezzanine financings and other subordinate debt, construction financings, refinancings, acquisitions and dispositions of loans and financing of loans. His practice also includes representing institutional investors in connection with acquisitions and dispositions of real estate, joint venture agreements and developments.
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Kirti Sarkar
Attorney
Gibson Dunn & Crutcher
Ms. Sarkar’s practice is principally focused on representing lenders and borrowers in the origination of mortgage... | Read More
Ms. Sarkar’s practice is principally focused on representing lenders and borrowers in the origination of mortgage and mezzanine loans secured by all types of real estate collateral. She also represents balance sheet lenders, CMBS servicers and borrowers in connection with workouts, loan assumptions, equity transfers, and other loan modifications and requests. Ms. Sarkar also represents lenders buying and selling whole loans, notes and participations.
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Victoria Shusterman
Partner
Gibson Dunn & Crutcher
Ms. Shusterman focuses her practice on commercial real estate finance. She represents commercial banks, REITs,... | Read More
Ms. Shusterman focuses her practice on commercial real estate finance. She represents commercial banks, REITs, insurance companies and private equity investors in commercial real estate financing transactions, including balance sheet financings; permanent and bridge loan originations; mezzanine financing and other subordinate financings; construction loans; loan participation, syndications and other co-lender arrangements; and work-outs and restructurings. Ms. Shusterman has represented clients in financing transactions across the United States, Mexico and the Caribbean that involve a variety of asset types, including hotel, multi-family, retail and office properties.
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Kahlil T. Yearwood
Partner
Gibson Dunn & Crutcher
Mr. Yearwood is a partner in the San Francisco office of Gibson, Dunn & Crutcher, where he serves as a member of... | Read More
Mr. Yearwood is a partner in the San Francisco office of Gibson, Dunn & Crutcher, where he serves as a member of the firm’s Real Estate Department, with a practice focused on commercial real estate finance and capital markets. He represents various portfolio lenders (including specialty finance companies, life insurance companies, hedge funds, and banks), debt fund managers, private equity firms, CMBS lenders, and loan servicers in transactions involving loan origination, loan purchases and sales, subordinate debt financing and acquisition, post-closing modifications, and work-outs. Mr. Yearwood has been ranked as a leading lawyer for Real Estate in California by legal directory Chambers USA 2018, where he is recognized as having a “celebrated lender-side practice, advising on high-value transactions involving properties across the US,” and noted by clients as being “great at coming up with flexible and creative solutions in situations that require something outside the box.”
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