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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Real Property - Finance

Date & Time
  • event Date

    Wednesday, July 27, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course 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.

Faculty

Steven Coury
Miscellaneous

Mr. Coury concentrates on highly structured real estate finance and capital markets transactions, general real estate law and corporate matters. His real estate finance practice includes representing lenders and borrowers in CMBS origination and securitization, balance sheet lending, mezzanine lending, preferred equity investments, hard money lending, EB-5 lending, agency loans, and real estate debt secondary markets transactions (loan and participation sales and purchases) and debt syndications. In connection with real estate financing, Mr. Coury routinely represents clients in negotiating intercreditor agreements, co-lender agreements and participation agreements, as well as workouts, foreclosures and restructurings.

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Brooks S. Clark
Shareholder
Polsinelli

Mr. Clark focuses his practice on commercial lending, real estate and structured finance, leveraged leasing, building and construction loans, and mezzanine lending and preferred equity. He has significant experience handling loans secured by LLC interests (mezzanine loans) and deposit accounts.

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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 is each lender's ability to exercise essential rights and enforce or challenge the deal 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 and future agreements. Borrowers need to understand how these agreements and tiered lending structures impact borrowers' ability to negotiate a workout, extension, or discounted payoff.

Listen as our panel of experienced practitioners outlines critical 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 contracts, 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. Critical 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 priority issues:

  • What are the typical provisions in an intercreditor agreement or a co-lender agreement?
  • What lessons from recent years influence the drafting of these agreements?
  • How does the securitization of the senior loan impact 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, including a mezzanine loan or B note?
  • What are the payment priorities under tiered financing structures?