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Drafting & Negotiation Real Estate Finance Term Sheets

Learn the technical, legal, commercial, and practical aspects to consider when reviewing, drafting, and negotiating term sheets as well as the structuring aspects

Restructuring High Yield Bonds Workshop

A half-day course

  • This is the only course on the market that covers the most detailed content on drafting and negotiation issues relating to term sheets and the accompanying documentation together with a discussion on the purchase of large loan portfolios and the bid process, all in one half-day course.
  • Covers the technical legal, commercial and practical aspects to be considered when reviewing, drafting, and negotiating term sheets as well as the structuring aspects including a role-play case study on negotiating term sheets.
  • The trainer has a rare combination of experience that enables her to cover the legal, commercial, regulatory and structuring aspects of this subject matter hence participants will benefit a great deal from her hands-on experience, particularly during the discussions during the webinar.
  • The trainer is a lawyer with a background from the magic circle law firms, the bulge bracket investment banks as well as an accountancy practice, hence she comes with a wide array of experience ranging from working on complex innovative transactions to the more straightforward real estate finance transactions.

  • Review in detail the LMA Real Estate Finance Term Sheet, section by section.
  • Understand the legal nature and purpose of a term sheet.
  • Learn the term sheet negotiation guidelines from the borrower's and lender's perspectives.
  • Review and discussion of various clauses such as MAC clauses, Market Flex clauses etc. along with the negotiating points and standard market practices.
  • Explore the main legal and commercial real estate finance issues around commitment letters and highly interested/confident letters.
  • Get a synopsis of the due diligence, legal opinions, reliance letters and reports and audits required.
  • Sharpen up your negotiating abilities through participation in the group case study giving you the opportunity to apply in practice the concepts/theory covered in this webinar.

Term Sheets

  • What is Term Sheet Real Estate
  • 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 clause real estate & 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 (material adverse change clause)
  • Market Flex clause
  • Clear Market provision
    • Reliance Letters
    • Legal Opinions
    • Reports and Audits
  • Timeline

The trainer is an expert in structured finance specialising in securitisation, real estate finance, banking, capital markets, derivatives, structured products and financial regulation.

She is a consultant, keynote speaker, business adviser, author and trainer and has practised law for nearly 20 years in the banking & finance industry. She has spent her career advising some of the most prestigious global financial institutions such as Goldman Sachs, Morgan Stanley, Citigroup & Credit Suisse. Her primary role was to manage the legal risk globally across the various businesses within an investment bank. As a trainer, she now designs and leads training workshops for senior lawyers, law firm partners, accountants, bankers and various senior executives.

She has been actively involved in the creation of innovative structured transactions; structuring, drafting and negotiating complex financial negotiations including complex repo facilities, hybrid structured products with multiple embedded derivatives, repackaging’s, synthetic CLOs and regulatory-driven structured transactions; all types of securitisation transactions and restructuring them; supervision of large scale remediation project involving the mis-selling of interest rate swaps, financial regulatory projects and financial litigation.

She holds a Law LL.B (Hons) degree from University College London (UCL) and has worked in the Finance Know-how team at Clifford Chance. She trained at Sidley Austin Brown & Wood LLP and worked on a number of award winning transactions involving repackaging’s, securitisations and US corporate securities. She practised as a solicitor at Linklaters LLP in Singapore and has also worked in New York and Hong Kong.

Returning to London, she spent around 5 years at Allen & Overy LLP. She advised on a wide range of issues including swaps, insolvencies, disclosure matters under the Prospectus Directive, US 144A SEC-registered deals, real estate finance, master trust, CMBS and RMBS securitisations and Opco/Propco structures for loan securitisations. She was seconded to Credit Suisse to work on the Real Estate Finance trading desk where she worked on loan origination, leverage finance and acquisition finance deals. Later she was seconded to Citibank where she advised on LMA loans, highly structured real estate finance transactions, risk mitigation and syndication.

She started working as a specialist consultant in 2009 advising her clients on complex projects involving legal, operational, regulatory and compliance matters on derivatives, structured products.

This half-day course covers the drafting and negotiating of real estate finance term sheets including discussions relating to commitment letters, MAC clauses, Market Flex clauses etc.

It is relevant for in-house lawyers and private practice lawyers alike and bankers involved in negotiating real estate finance term sheets, 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.

We start off this course by discussing 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 term sheet version.

For those of you likely to be involved in the submission of bids for the 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.

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.


Have this course presented In-House

  • On a date, time and in a location of your choice
  • Topics expanded or deleted to your bespoke requirements

Have this course pre-recorded

  • Full course recording edited exclusively for your company
  • Files converted to enable housing on your LMS

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