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Alternative Financing Structures for Real Estate Deals Alternative Financing Structures for Real Estate Deals presents Leveraging New Opportunities and Minimizing Legal Risks With Sale-Leasebacks, Seller Financing and Ground Leases A Live 90-Minute Teleconference/Webinar with Interactive Q&A Today's panel features: Thomas C. Homburger, Partner, K&L Gates, Chicago Jeffrey A. Usow, Partner, Mayer Brown, Chicago Jade E. Newburn, Mayer Brown, Chicago Thursday, October 8, 2009 The conference begins at: 1 pm Eastern 12 pm Central 11 am Mountain 10 am Pacific The audio portion of this conference will be accessible by telephone only. Please refer to the dial in instructions emailed to registrants to access the audio portion of the conference. CLICK ON EACH FILE IN THE LEFT HAND COLUMN TO SEE INDIVIDUAL PRESENTATIONS. If no column is present: click Bookmarks or Pages on the left side of the window. If no icons are present: Click View, select Navigational Panels, and chose either Bookmarks or Pages. If you need assistance or to register for the audio portion, please call Strafford customer service at 800-926-7926 ext. 10 Alternative Financing Structures for Real Estate Deals Leveraging New Opportunities and Minimizing Legal Risks With Sale‐ Leasebacks, Seller Financing and Ground Leases Thomas C. Homburger K&L Gates Chicago, IL Sale and Leaseback Transactions • Introduction • Advantages and Disadvantages to Seller- Tenant • Advantages and Disadvantages to Buyer- Landlord 2 Sale and Leaseback Transactions • Agreement of Purchase and Sale • Basic Terms of Commitment and/or Contract • Equitable Mortgages; Disguised Joint Ventures 3 Sale and Leaseback Transactions • The Lease • Net Lease • Term of Lease •Rent • Insurance and Tenant’s Indemnification • Rebuilding and Termination • Condemnation • Non-Abatement of Rent • Fixtures and Improvements • Non-Disturbance, Subordination, and Mortgaging of Fee and Leasehold 4 Sale and Leaseback Transactions • The Lease (cont’d) • Covenant and Quiet Enjoyment • Assignments and Subleases • Seller-Tenant’s Repurchase Options • Buyer-Landlord’s Purchase Options • Estoppel Certificates • Maintenance, Repairs and Alterations • Tenant’s Payment of Taxes and Other Impositions • Remedies upon Default - Arbitration 5 Sale and Leaseback Transactions • The Risk of Recharacterization in Bankruptcy Proceedings • Bankruptcy Code • Leases in Bankruptcy • Loans in Bankruptcy • Joint Ventures in Bankruptcy • Effects of Recharacterization • Relevant Cases • Preventing Recharacterization 6 Sale and Leaseback Transactions • Environmental Considerations • Planning Considerations • Preparation of Documents • Environmental Provisions in Lease 7 Alternative Financing Structures for Real Estate Transactions Seller Financing Mayer Brown LLP October 8, 2009 Jeffrey A. Usow and Jade E. Newburn Seller Financing Seller financing may provide a means to bridge the financing gap facing commercial real estate buyers and sellers in the near term • Seller Financing: A transaction in which the seller of a commercial real estate asset makes a secured loan to the buyer to finance a portion of the purchase price • Two common types: – Traditional mortgage loans secured by a lien on the property – Mezzanine loans secured by a pledge of ownership interests in the borrowing entity • Contracts for deed, in which the seller conveys title after receiving the purchase price over time, are generally not utilized in commercial real estate transactions 2 Seller Financing (cont’d) Seller financing allows for flexibility in deal making • Buyer and seller may negotiate the interest rate, term of the loan and other loan terms, in addition to the purchase price and other deal terms • Transactions may be able to close more quickly, as the seller should not need to conduct extensive property‐level due diligence • There may be greater potential for “win‐win” outcomes 3 Seller Financing (cont’d) A seller should consider several questions when considering whether to engage in seller financing • What are the seller’s reasons for becoming a lender? • What are potential deal structures? • Which asset(s) should be sold? • Can the seller monetize its interest in the loan? • How should the loan be documented? • What are the applicable legal considerations? • What tax issues should be analyzed? • Is a short sale strategy applicable? 4 Whether to Become a Lender Each seller must consider its reasons for becoming a lender • Why is the asset • To discharge property level debt it being sold now? cannot refinance? • To generate portfolio liquidity? • To develop a portfolio of secured loans? Each seller must address certain threshold issues • Is the seller able and • Organizing documents prepared to become • Joint venture documents a lender with respect • Fund agreements to each of the • Upper-tier credit agreements following? • Statutory and regulatory obligations • Lending laws, including licensing • Servicing capability 5 Seller Financing Structure –Key considerations • From an economic perspective, the key variables in determining the appropriate structure of a seller financing transaction are: – The amount of the purchase price that the seller must receive in cash at closing – The amount of the purchase price that the buyer can pay in cash at closing • Example #1: Buyer’s 100 – Buyer pays: Cash 50 Seller • 50% of purchase price in cash Financing • 50% of purchase price in first priority seller financing – This structure is most likely to be utilized by funds or other entities which own real estate assets that are subject to little, if any, debt – If, however, the seller needs cash in excess of 50% of the purchase price (e.g. to discharge its existing debt) or if a buyer cannot contribute 50% of the purchase price in cash without access to other financing sources, then the percentages must either be revised or this structure may not be successful 6 Seller Financing Structure –Alternative Scenario The seller may also lend in second position 100 • Example #2: Buyer’s Cash 80 – Buyer pays 20% of purchase price in cash Seller Financing – Buyer borrows 50% of purchase price from 50 Third Party third party lender in first position Loan – Seller lends the remaining 30% in second position • Advantages: – Buyer achieves greater leverage and reduced equity requirement – Seller may receive increased interest rate • Additional considerations: – Sellers may set up a program with third party lenders that agree to lend in first position • The intercreditor agreement may be negotiated in advance • The seller may be able to offer a complete financing solution 7 Choice of Asset A seller should consider several variables in selecting the asset which is subject to seller financing •Both parties want the asset to be strongly‐performing – Buyer: equity returns – Seller/lender: debt repayment •Economic considerations – Is there a prepayment penalty on the existing property level debt? – Are the cash proceeds of a sale sufficient to discharge the existing property level debt? • If not, the seller must either contribute cash at closing or sell part of the seller financed loan at closing or • The existing lender would need to allow a partial repayment or assumption by the new buyer •Major advantage: a seller has broad latitude to choose its collateral 8 Monetization A seller must consider how it will monetize its interest in the seller financed loan • Two basic options: – Hold loan to maturity, which may be acceptable if: • The loan has a short term with limited extension rights • The seller can wait to be repaid • The seller is not able to sell the loan on the secondary market – Sell all or part of the loan • The seller will wish to structure the loan to maximize its value on the secondary market 9 Monetization A seller has at least four potential options to monetize all or a part of its interests in a seller financed loan •Sell the entire loan •Syndicate the loan (at least one additional lender originates the loan with the seller and receives its own note from the buyer) • Form a joint venture with a third party to originate the loan •Sell participation interests in the loan (the right to receive certain payments received by the seller) 10 Monetization (cont’d) • The value of the interests sold by the seller depends upon the type of “sale” and other market conditions • Sell entire loan • Value should be based upon buyer’s credit risk and the condition of the property • Syndicate loan • To the extent the syndicate or joint venture originated the loan, value should be based upon buyer’s credit risk and the • Form joint venture condition of the property • Sell participation interests • Buyers of participation interests own a contractual right which is derivative of the seller’s rights. Accordingly, the value of a participation interest also may include the risk of seller default – Other factors determining value in secondary market • Extent to which a loan must have a “seasoned” payment history • Changes in economic conditions of the asset and the buyer – The extent to which seller financed loans may be resold on the secondary market is fact driven • Buyers of loans may still be looking for bargains/distressed loans • Accordingly, sellers may need to hold their loans in the near term or sell at a discount 11 Loan Documentation • In general, a seller should document a seller financed loan on the same terms as a third party lender • Standard Documentation: If the seller does not expect to market its – Promissory note interests, it may be able to accept less – Mortgage/Deed of Trust than the full set of loan documents – Title insurance policy –
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