Drafting & Negotiating Real Estate Finance Documentation

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.

• Learn how to identify the appropriate risk mitigation technique for a range of commonly encountered issues in the property due diligence report.
• Get an overview of the key parties and key documents involved in a typical real estate finance transaction.
• Obtain checklists of the common negotiating points when acting for the seller and the borrower along with a detailed review of all the clauses of the LMA Real Estate Finance Facility Agreement.
• Review the drafting and negotiating of the Security Documents in detail, along with issues related to taking security.
• Explore the main legal and commercial issues around Intercreditor Arrangements.
• Be apprised of the various aspects of documenting derivatives in Loan Transactions.
• An outline of the points that legal opinions should cover including any foreign legal opinions.
• Understand the FATCA issues involved in drafting a Real Estate Finance Facility Agreement.
• Sharpen up your drafting and negotiating abilities through participation in the group case study allowing you to apply in practice the concepts/theory covered in this training.

This Real Estate Finance Documentation training is a ‘must know’ for:

• In-house legal counsels at any level.
• Private practice lawyers at any level from paralegals, trainees and junior and senior associates to partners and heads of departments involved in, or likely to be involved in, structuring, documenting, reviewing and negotiating real estate finance transactions.
• Bankers and Structurers at all levels (Analysts, Associates, Vice Presidents, Directors and Managing Directors) who typically act as Originators, Lenders, Facility Agents and/or Trustees in real estate finance transactions.
• Transaction management/execution personnel at any level involved with real estate finance documentation and/or term sheets.
• Any professional at all levels involved in real estate finance including property asset management firms, borrowers, etc.

Our Real Estate Documentation course is also a ‘nice to know’ for:

• Investors who are involved in real estate finance.
• Developers who are involved in real estate finance.
• Accountants advising their clients on real estate finance transactions.
• Any professional at any level who wants to understand the ins and outs of real estate finance documentation

This 2-part course provides full coverage of the important aspects of drafting and negotiating real estate finance documentation. It covers topics from drafting or negotiating the REF Facility Agreement, the Security Documents, and the Hedging Documents, to an in-depth discussion around the issues related to Intercreditor Arrangements and Legal Opinions.

It is relevant for in-house lawyers and private practice lawyers alike and bankers involved in complex structuring involving real estate finance and real estate finance documentation, lending/banking documentation teams, structures, commercial real estate origination teams including originators, the sales team, commercial real estate investors, developers and borrowers as well as accountants who advise clients on real estate finance transactions.

Initially, we set the scene by going through the property-related issues around due diligence and covenant of title. We then explore the key parties and documents involved in a typical real estate finance transaction. We then assess the drafting and negotiating points involving the REF Facility Agreement, including the drawdown mechanics, conditions precedent, representations and warranties, covenants and events of default.

We go on to cover the Security Documents and discuss the issues around taking security, perfection and enforcement of security and cross-border security. The Intercreditor Arrangements are discussed including the key provisions for negotiation, cure rights etc. followed by the coverage of the ISDA Master Agreement provisions to be aware of when drafting and negotiating real estate finance documentation.

Additionally, we will explore legal opinions and discuss what banking lawyers should consider for specific FATCA drafting.

This real estate finance documentation training will have group exercises at various intervals on pertinent topics to allow you to practically apply the knowledge you learn.