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Structuring Issues in Real Estate Finance

Learn the technical, legal, commercial, and practical aspects to be considered when reviewing and negotiating the various structuring aspects in Real Estate Finance

MiFID II Knowledge and Competency Course

A half-day course

  • This is the only webinar on the market that covers the most detailed content on structuring issues covering securitisations, bridge loans, loan portfolio sales etc. along with detailed discussions on REITS and exit strategies, all in one half-day webinar.
  • Covers the technical legal, commercial and practical aspects to be considered when reviewing and negotiating the various structuring aspects of Real Estate Finance.
  • 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 commercial real estate finance transactions.

  • Review in detail the lending structures and features relating to Investment Finance and Development Finance.
  • Understand the various other methods of investing in Real Estate such as flexible financing arrangements, REITs and Sale and Leaseback structures.
  • Get a synopsis of the different types of real estate finance structures such as CMBS (commercial mortgage-backed securities), RMBS (residential mortgage-backed securities), RMBS, CDS and Loan Portfolio sales.
  • Sharpen up your structuring abilities through participation in the group case study giving you the opportunity to apply in practice the concepts/theory covered in this webinar.

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
    • Breach
    • Ringfence
    • Property Rental Business
    • Tax treatment
  • Property Derivatives

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
    • Legal Opinions
    • Reports and Audits
  • Timeline
  • Acquiring Distressed Portfolios

Exit Strategies/Bridge Take-out

  • Syndication
  • Securitisation

The trainer is an expert in structured finance specialising in securitisation, real estate finance, banking, capital markets, property 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 financings including complex repo facilities, hybrid structured products with multiple embedded derivatives, repackagings, 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 repackagings, 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 real estate syndication structure.

In 2007 she moved to Credit Suisse as in-house legal counsel advising on structured capital markets, derivatives and structured products including fund-linked products, a range of exotic trades, CDOs, CLOs, repos and other highly structured financing transactions conducted during and post credit crunch. She structured and documented trades that achieved the required regulatory capital and balance sheet treatment using a combination of techniques such as credit default swaps, call options or unfunded loan participations.

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

This half-day webinar covers the various methods of investing in Real Estate Finance certificate including discussions relating to 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 development finance term sheets, complex structuring involving property finance and investment, leveraged finance or acquisition finance, securitisation particularly CMBS, structured lending/banking documentation teams, structures, commercial real estate origination teams including originators, the sales team, commercial real estate investing 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.

Whilst this is not a fully-fledged webinar on Leveraged Finance or Acquisition Finance, this webinar 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 investment structures including sale and purchase of distressed assets.

We start this webinar 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, Real Estate Investment and Development Finance.

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.

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.


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