Advanced Real Estate Finance: Capital Structures, Private Credit & Term Sheet Negotiation

The trainer is a specialist lawyer and senior adviser with over 25 years of transactional experience across magic circle law firms, bulge bracket investment banks and City practice, most recently as a partner heading a structured finance and derivatives team in Europe. She has been actively involved in the creation of innovative structured transactions, structuring, drafting and negotiating complex financings across multiple jurisdictions and asset classes.

Her core expertise spans securitisation, derivatives, structured finance, real estate finance, repos, debt capital markets and financial regulation. She has advised some of the world's leading financial institutions including Credit Suisse, Citigroup and HSBC, and has practised across London, New York, Hong Kong and Singapore, giving her both a global perspective and deep experience of cross-border transaction structures.

At A&O Shearman she advised on CMBS and RMBS securitisations, real estate finance, Opco/Propco structures, LMA documentation and US 144A deals with secondments to the Real Estate Finance trading desk at Credit Suisse and to Citibank advising on structured real estate finance, acquisition finance and syndication. She subsequently moved in-house at Credit Suisse advising on structured products, derivatives, CDOs, CLOs, repos and regulatory capital transactions through and after the global financial crisis.

Her consulting career spans complex, high-profile projects for major banks and financial institutions including HSBC, Linklaters, Barclays and others, covering derivatives, securitisation, regulatory compliance and large-scale remediation.

Since 2015, she has been a subject matter expert trainer, designing and leading courses globally for senior lawyers and partners in private practice and in-house, bankers, asset managers, accountants and C-suite executives. Her courses cover derivatives and ISDA documentation, securitisation, real estate finance, repos, structured products, debt capital markets, bond documentation, CLOs and FATCA.

She holds an LLB (Hons) from University College London.

By the end of this course participants will be able to:

• Identify and compare the main real estate finance structures including investment finance, development finance, flexible financing arrangements, Opco/Propco, REITs, sale and leaseback and property derivatives.
• Understand how private credit and debt funds operate as real estate lenders, how they structure their lending vehicles and the key features of whole loan, mezzanine, preferred equity and back leverage structures.
• Explain the legal standing and enforceability of term sheets and navigate the key negotiation dynamics from both lender and borrower perspectives.
• Analyse the key provisions of the LMA Real Estate Finance Term Sheet across senior, mezzanine and intercreditor agreement terms.
• Understand the loan portfolio sale and bidding process including commitment letters, due diligence, MAC, market flex and clear market provisions.
• Identify the main exit strategies available in real estate finance including syndication, securitisation and tap issues

Legal

• In-house lawyers at banks, investment banks and financial institutions involved in real estate finance transactions
• In-house lawyers at debt funds, private credit funds and alternative lenders
• In-house lawyers at property funds, REITs and real estate investment managers
• Private practice lawyers in real estate finance, banking and finance or structured finance seeking a commercial and structuring perspective
• Private practice lawyers going on secondment to a bank, fund or corporate and wanting to understand the deal process behind the documentation

Banking and Finance

• Transaction managers and analysts at commercial banks and investment banks originating or structuring real estate finance deals
• Relationship managers and credit officers at banks involved in real estate lending
• Structurers at banks and financial institutions working on complex real estate finance transactions
• Debt capital markets professionals involved in real estate finance origination or distribution

Funds and Asset Management

• Transaction managers and analysts at real estate debt funds and private credit funds
• Asset managers and portfolio managers at real estate investment funds and property funds
• Professionals at private equity firms with real estate finance exposure
• Professionals at insurance companies and pension funds with real estate debt allocations
• Fund finance professionals at alternative asset managers

Real Estate

• Commercial real estate investors and developers seeking to understand the financing structures available to them
• Real estate borrowers and sponsors involved in leveraged real estate transactions
• Real estate advisers and consultants involved in structuring or advising on financing transactions

Other

• Accountants and financial advisers advising clients on real estate finance transactions or structured transactions with a real estate finance element

This course provides a comprehensive and practical guide to real estate finance from a legal structuring and deal dynamics perspective. It is designed and delivered by a lawyer with over 25 years of transactional experience across magic circle law firms and bulge bracket investment banks and covers the full spectrum of real estate finance from origination and structuring through to term sheet negotiation and exit.

Part One covers the methods of investing in real estate finance and the range of financing structures available, from investment and development finance through to flexible arrangements including stretched senior loans, mezzanine, preferred equity and Islamic finance structures. It also covers sale and leaseback, Opco/Propco, REITs and property derivatives.

A dedicated section on private credit and debt funds addresses one of the most significant structural shifts in the real estate finance market, covering how debt funds operate as lenders, how they are structured as lending vehicles including SPV and fund architecture and the key back leverage structures including loan-on-loan and repo under the GMRA.

Part Two moves to the deal negotiation stage, covering the legal standing and enforceability of term sheets, the duty to negotiate in good faith and practical negotiation guidelines from both lender and borrower perspectives. Participants then work through the key provisions of the LMA Real Estate Finance Term Sheet across senior facility, mezzanine facility and intercreditor agreement terms. A group case study gives participants the opportunity to negotiate a real estate finance term sheet in a live exercise, taking on the roles of lender, borrower, sponsor and adviser.

The course concludes with a practical overview of loan portfolio sales and the bidding process including commitment letters, due diligence, MAC, market flex and clear market provisions, and the main exit strategies available including syndication, securitisation and tap issues.

It is aimed at private practice lawyers and in-house lawyers, real estate investors and borrowers, transaction managers, originators, structurers and analysts at banks and debt funds, asset managers, property funds, private equity firms and private fund professionals — all seeking a commercial and structuring perspective on real estate finance transactions. It is also relevant to wealth fund managers, hedge funds and commercial banks involved in loan portfolio sales, leveraged deals and the acquisition of distressed real estate assets.