advanced negotiation & structuring issues in real estate ... · covers all the salient issues...
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The Banking and Corporate Finance Training Specialist
Advanced Negotiation & Structuring
Issues in Real Estate Finance Term
Sheets
This course is presented in London on:
17 October 2018, 7 March 2019, 10 October 2019
This course can also be presented in-house for your company
or via live on-line webinar
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Course Overview
Participants will: Be introduced to the methods of investing in real estate Understand the difference financing structures such as those involved with REITs,
Opco/Propco and Islamic Finance Get an overview of the LMA Term Sheet (Real Estate Specific).
Have explained to them the property due diligence including issues warranties, indemnities and disclosure.
Learn about covenant of title including full title and limited title guarantees. Be appraised of the loan portfolio sale and the bidding process. Be taught about the exit strategies and bridge take-out.
Participants will: Be introduced to the methods of investing in real estate
Understand the difference financing structures such as those involved with REITs, Opco/Propco and Islamic Finance
Get an overview of the LMA Term Sheet (Real Estate Specific).
Have explained to them the property due diligence including issues warranties, indemnities and disclosure.
Learn about covenant of title including full title and limited title guarantees. Be appraised of the loan portfolio sale and the bidding process. Be taught about the exit strategies and bridge take-out.
Methods of Investing in Real Estate
Real Estate Investment Structures – Types of Finance The Lending Structure
Investment Finance
Structure & Key Features Security Package & Guarantees
Drawdown, Repayment & Prepayment Interest Bank accounts
Development Finance Structure & Key Features
Security Package Collateral Warranties and Guarantees Drawdown, Repayment & Prepayment
Interest Bank accounts
Flexible Financing Arrangements Islamic Finance Structures
Sale and Leaseback Opco/Propco Structures
Ring fencing
Syndication Bridge take-out
REITs Form of a UK REIT The conditions
Course Content
Course Objectives
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Breach Ringfence Property Rental Business
Tax treatment Property Derivatives Term Sheets
What is a Term Sheet Reasons for having a Term Sheet
Process and Timing Duty to negotiate in good faith
Case law
Binding terms Negotiation Guidelines
Borrower's perspective Lender's perspective General points to bear in mind
Real Estate Finance Term Sheet - LMA
Section 1 – Senior Facility Terms Security Repayment, Prepayment & Cancellation
Bank Accounts Representations & Warranties
Undertakings Events of Default Conditions Precedent
Section 2 – Mezzanine Facility Terms Bank Accounts
Cross Defaults Costs and Expenses
Section 3 – Intercreditor Agreement Terms
Security Ranking Payments & Cure Periods
Security Enforcement Waterfall
Group Case Study: Participants will work together to negotiate the terms of
financing and a term sheet for a real estate finance transaction. Groups will be assigned different roles e.g. banker, sponsor, lender, seller). What's the best
deal you can negotiate?
Loan Portfolio Sale The Bidding Process
Commitment Letters Highly Interested/Confident Letters Due Diligence
Documents Negotiations
MAC clause Market Flex clause Clear Market provision
Reliance Letters
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Legal Opinions Reports and Audits
Timeline China Real Estate Market Compared to the US
Acquiring Distressed Portfolios
Exit Strategies/Bridge Take-out
Syndication Securitisation
Trained as a lawyer, the trainer has over 19 years of experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance,
debt capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance.
She has been actively involved in the creation of innovative award winning structured transactions and negotiating complex financings. She has advised global institutions such
as Credit Suisse, Citigroup and Goldman Sachs and spent many years practicing law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions
including London, New York, Hong Kong, Singapore etc.
She holds a Law LL.B (Hons) degree from University College London and has worked in the Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy.
THIS COURSE IS PART 1 OF A TWO PART COURSE, THE SECOND PART IS TITLED
“DRAFTING & NEGOTIATING ISSUES IN REAL ESTATE FINANCE DOCUMENTATION”. It is highly recommended that participants attend Part 2 of this
course after attending this Part 1 as the content in Part 2 is a follow up from Part 1 and covers all the salient issues related to real estate finance documentation that can not be covered in Part 1 due to time constraints.
This course covers the various methods of investing in Real Estate Finance including the
various structures used and negotiating the real estate finance term sheets including discussions relating the bidding process and issues to consider relating to leveraged deals, large loan portfolio sales and/or acquisition of distressed assets including exit strategies
and/or bridge take-outs.
It is relevant for in-house lawyers and private practice lawyers alike and bankers involved in negotiating real estate finance term sheets, complex structuring involving real estate finance, leverage finance or acquisition finance, securitisation particularly CMBS,
lending/banking documentation teams, structurers, commercial real estate origination teams including originators, the sales team, commercial real estate investors and
borrowers as well as accountants who advise clients on real estate finance transactions or structured transactions with an element of commercial real estate finance.
Course Summary
Background of the trainer
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Whilst this is not a fully fledged course on Leverage Finance or Acquisition Finance, this
course is also relevant to private equity houses, investors, commercial banks, wealth fund managers and hedge funds involved in loan portfolio sales backed by commercial real estate including sale and purchase of distressed assets.
We start off this course setting the scene by discussing the various methods of investing
in real estate finance and go on to cover the various typical structures including the key features of the Opco/Propco structure, REITs, Investment Finance and Development Finance. We discuss term sheets in general, the binding and non-binding terms and the
points of negotiation from a lender's perspective, a borrower's perspective and some general points to bear in mind when drafting. We cover the key elements of a real estate
finance term sheet – LMA version. For those of you likely to be involved in submission of bids for purchase of loan portfolios
backed by real estate, we cover aspects of the bidding process in detail including commitment letters/mandate letters or the softer highly interest/confident letters, the
heavily negotiated clauses and points, due diligence and the various documents and ancillary documents to be agreed. We map out the timeline and finish off this section by discussing distressed assets sale and acquisition.
Additionally, we will cover the various exit strategies used for bridge finance take-out
and/or to get further financing including full syndication, securitisation and tap issues to raise more financing.
We will undertake an Interactive Group Case Study during this course whereby participants will be placed into various groups to negotiate the terms of financing and a term sheet for
a real estate finance transaction. Complimentary materials will be provided to all participants.
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
What Redcliffe’s clients are saying about the course and our trainer
“Encouraged dialogue and participation between attendees” -- Partner, Maples and Calder Solicitors
“The more technical elements – SPU structures” -- Chief Commercial Officer, Gatehouse Bank
“Good high level overview of real estate finance”
-- Co-Chief Investment Officer, Carin Capital
“Presented in an interesting and engaging manner” --Senior Underwriter, Shawbrook Bank
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
09:30-17:00
London
Standard Price: £695 + VAT Membership Price: £556 + VAT
09:30-17:00
London
£695 +VAT (£834)
In-House Training
Delivering this course in-house for a number of participants could be very cost effective.
The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the
precise contents of the seminar.
Tailored Learning
All of our training courses can be tailored to suit your company’s exact training needs.
We will work closely with you to help develop a training programme with content that is unique for your
organisation.
Please email us on [email protected] for more information
E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact
requirements.