Special Purpose Entities in Real Estate Transactions: Structuring and Documentation
Mastering Separateness Provisions, Single Member LLCs, Recycled Entities, Independent Directors, and Non-Consolidation Opinions
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will prepare real estate counsel to structure special purpose, bankruptcy-remote entities that satisfy commercial mortgage-backed securities and portfolio lenders' requirements. The panel will discuss current separateness provisions, the conditions and documentation for independent directors, single-member LLCs and special member provisions, and the components of an acceptable non-consolidation option.
Outline
- Structuring a special purpose entity
- Single-purpose provisions
- Separateness provisions
- Barriers to filing for bankruptcy or insolvency
- The recycled entity: requirements to qualify
- Single-member LLCs
- Requirements of Delaware entity laws
- Special or "springing member" provisions
- Independent directors
- When required
- Qualifications: ID providers
- Independent director documents
- Non-consolidation opinions
- When required
- Case law analysis
- Determination of pairings
Benefits
The panel will review these and other noteworthy issues:
- What kind of entity is acceptable, and what provisions should be included in the entity documents for an entity to qualify as an SPE?
- What is a recycled SPE, and what are its additional requirements?
- What are the additional drafting considerations for single-member LLCs?
- What are the current requirements relating to independent directors, and how is the hiring of the independent director documented?
- What are the components of a non-consolidation opinion, and what are the proper pairings to be considered in the opinion?
Faculty
Matthew K. Kelsey
Partner
Gibson Dunn & Crutcher
Mr. Kelsey is a partner in the New York office of Gibson, Dunn & Crutcher and a member of Gibson Dunn’s... | Read More
Mr. Kelsey is a partner in the New York office of Gibson, Dunn & Crutcher and a member of Gibson Dunn’s Business Restructuring and Reorganization Practice Group. Mr. Kelsey’s practice focuses on representing companies, financial institutions and creditor groups inside and outside of Chapter 11 in numerous industries, including the real estate, retail, pharmaceutical, infrastructure, finance, shipping, and construction sectors. Heis recognized as a leading restructuring lawyer by the International Financial Law Review and, in 2011, was recognized as one of 12 “Outstanding Young Restructuring Lawyers” in the nation by Turnaround & Workouts Magazine. The Brookstone Holdings Chapter 11 case, which was led by Mr. Kelsey, was recognized as “Restructuring Deal of the Year” by The Deal on March 26, 2019.
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Allison H. Kidd
Partner
Gibson Dunn & Crutcher
Ms. Kidd is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm’s... | Read More
Ms. Kidd is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm’s Real Estate and Land Use Groups. Her practice encompasses a wide variety of commercial real estate transactions and land use matters. She represents institutional and private investors in acquisitions and dispositions, construction and permanent financings, joint ventures and processing of entitlements. Her transactions cover a variety of asset classes including office, residential, industrial and mixed-use. In addition, Ms. Kidd has particular experience representing developers in structuring and implementing public-private partnerships.
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J. Eric Wise
Partner
Gibson Dunn & Crutcher
Mr. Wise is a member of the Firm's Global Finance and Business Restructuring and Reorganization Practice Groups. He... | Read More
Mr. Wise is a member of the Firm's Global Finance and Business Restructuring and Reorganization Practice Groups. He is an expert in intercreditor relationships and complex debt structuring issues, and is frequently asked to advise in financial transactions involving complex intercreditor and debt structuring issues. He advises agent banks in complex leveraged financings. He has extensive experience in complex special situations transactions, involving financial institutions, debtors and corporate issuers in second lien and subordinated financings, mezzanine structures, debtor-in-possession financings, Chapter 11 exit financings, rights offerings, recapitalizations, restructurings, work-outs, Chapter 11 cases, pre-packaged Chapter 11 cases and distressed debt purchases and sales.
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