Distressed Commercial Real Estate Debt: New Opportunities and Legal Risks

Strategies for Buying and Selling Loans Facing Default

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

Conducted on Thursday, March 11, 2010

Recorded event now available

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Course Materials

This CLE course will discuss best practices for counsel to investors and lenders in negotiating and structuring distressed real estate deals to take advantage of the opportunities currently available while mitigating inherent legal and financial risks.


The depressed credit market and economic downturn are pushing more real estate loans into default, forcing lenders to either take back properties, restructure debt, or sell loans at current market values.

In this environment, real estate investors are identifying new opportunities to purchase distressed real estate loans at bargain prices. However, these opportunities present a myriad of legal and financial risks for developers, purchasers of debt and/or foreclosed properties, and lenders.

Counsel for investors and lenders must act strategically to negotiate a deal that maximizes the value of the purchase and sale to their clients’ respective benefits.

Listen as our panel of real estate and finance attorneys discusses the new opportunities available in distressed real estate and offers best practices for investors and lenders for negotiating and structuring deals.



  1. Overview — impact of economic forces on real estate loans
  2. Opportunities for investors/buyers and lenders
    1. Note and REO sales
    2. Sales of assets in foreclosure
    3. Role of the special servicer
    4. Impact of bank takeovers
  3. Negotiating and structuring the deal
    1. Debt pricing
    2. Due diligence
    3. Representations and warranties
    4. Closing conditions
    5. Intercreditor rights
    6. Third-party rights
    7. Alternative structures (deed in lieu of foreclosure, receiver)


The panel will review these and other key questions:

  • What are the key factors driving the increase in distressed real estate deals?
  • What are the potential legal pitfalls in negotiating distressed real estate deals?
  • What are best practices for counsel on both sides of the deal to tailor terms in distressed transactions?
  • How has the U.S. Treasury Department's Public-Private Investment Program impacted investors' opportunities to purchase distressed real estate?


George E. Covucci
George E. Covucci

Arnold & Porter

He serves as counsel to creditors' committees of lenders, developers, and limited partners in foreclosures and real...  |  Read More

Ren R. Hayhurst
Ren R. Hayhurst

Bryan Cave

He represents lenders in real estate and commercial loan documentation, real estate loan workouts and foreclosure,...  |  Read More

Thomas O'Connor
Thomas O'Connor


He chairs the firm's Real Estate Group. He focuses on commercial real estate transactions, with an emphasis on real...  |  Read More

Amy B. Rifkind
Amy B. Rifkind

Arnold & Porter

She has experience in all aspects of commercial real estate transactions and financings including construction, term...  |  Read More

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