Drafting & Negotiating Real Estate Finance Documentation

£695.00 +VAT

This course can also be presented face to face in-house or via live in-house webinar.

Real Estate Finance Documentation Course Objectives:

Participants will:

  • Learn about the key documents including security documents, certificates of title, the property documentation and an environment report.
  • Master how to draft or negotiate REF facility agreement and security agreements
  • Gain an understanding of intercreditor arrangements
  • Be appraised of how to document derivatives in loan transactions.
  • Obtain on the legal opinions including the foreign legal opinions.

Real Estate Finance Documentation Course Content:

Property Due Diligence

  • Purpose
  • Scope – Materiality
  • Investigation of Title
  • Certificate of Title
  • Warranties, Indemnities & Disclosure
  • Due Diligence Questionnaire
  • Due Diligence Report

Covenant of Title

  • Full Title Guarantees
  • Limited Title Guarantees
  • Subject to and actual knowledge

Key Parties Involved

  • Borrower entities
  • Syndicate of Lenders
  • Other Parties:
    • Investment Finance
    • Development Finance

Key Documents

  • Facility Agreement
  • Duty of Care Agreement
  • Property Documentation
  • Report on Title
  • Certificate of Title
  • Security Documents
  • Valuation Report
  • Insurance Report
  • Environment Report

Drafting or Negotiating a REF Facility Agreement

  • Conditions Precedent
    • For Investment Finance
      • Valuation & Survey
      • Insurance
      • Title
      • Security
      • Management
      • Tax
    • Additional CPs for Development Finance
      • Insurance – for additional parties
      • Development Documentation
      • Security
    • Prepayments & Cancellations
      • Mandatory Prepayments
      • Change of Control
      • Break costs
    • Interest Provisions
      • Interest Periods
      • Hedging
      • Calculation of Interest
      • Default Interest
    • Valuation Provisions
      • Definitions
      • Costs
      • Representations
    • Bank Account Provisions
      • Rent Account
      • Deposit Account
      • Disposal Account
      • VAT Account
      • General Account
      • Retention Account
    • Representations & Warranties
      • For Investment Facilities
        • Title
        • Legislation
        • Security
        • Use & Condition
        • Reports
      • For Development Facilities
        • On the Development
        • On the Development Documentation
      • When made and by whom
      • Qualifications
      • Common Negotiating Points
        • For Lender
        • For Borrower
      • Covenants
        • Information Covenants
        • Financial Covenants
        • Property Covenants
        • Development Covenants
        • General Covenants
        • Common Negotiating Points
          • For Lender
          • For Borrower
        • Events of Default
          • Standard Events of Default
          • Compulsory Purchase
          • Major Damage
          • Headlease
          • Insolvency of Significant Tenant
          • Abandonment
          • Completion
          • Step-in Agreements
          • Common Negotiating Points
            • Material Adverse Effect
            • Thresholds – Cross Defaults etc.
            • Qualifications

Drafting or Negotiating the Security Documents

  • The Security Package
  • Covenants
  • Taking Security
    • Land
    • Shares
    • Bank Accounts
    • Fixed vs Floating Charge
    • Contractual Rights
    • Insurance Policies
    • Development contracts and collateral warranties
  • Perfection of Security
  • Enforcement
  • Cross Border Security

Intercreditor Arrangements

  • Key Provisions for Negotiation
  • Priority of Payments
  • Other Rights

Documenting Derivatives in Loan Transactions

  • ISDA Master Agreement and Schedule
  • Events of Defaults
  • Additional Termination Events
  • Specified Entities
  • Notional Reductions
  • Collateral

Legal Opinions

  • What legal opinions should cover
  • Foreign Legal Opinions

Background of the trainer:

Trained as a lawyer, the trainer has over 19 years experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance, debt capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance. She has been actively involved in the creation of innovative award winning structured transactions and negotiating complex financings.

She has advised global institutions such as Credit Suisse, Citigroup and Goldman Sachs and spent many years practicing law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions including London, New York, Hong Kong, Singapore etc.

She holds a Law LL.B (Hons) degree from University College London and has worked in the Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy.

Real Estate Finance Documentation Course Summary:

THIS COURSE IS PART 2 OF A TWO PART COURSE, THE FIRST PART IS TITLED “ADVANCED NEGOTIATIONS & STRUCTURING ISSUES IN REAL ESTATE FINANCE TERM SHEETS”. It is highly recommended that participants attend Part 1 of this course prior to attending Part 2 as the content is a follow up from Part 1 and will not be repeated or summarised again in Part 2 due to time constraints.

This 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, the Hedging Documents to a 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, structurers, 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 go through the key parties and documents involved in a typical real estate finance transaction. We then cover 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 then 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 negotiation real estate finance documentation.

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

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18 Oct 2018, 26 March 2019, 8 October 2019