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The Banking and Corporate Finance Training Specialist Advanced Negotiation & Structuring Issues in Real Estate Finance Term Sheets This course is presented in London on: 17 October 2018, 7 March 2019, 10 October 2019 This course can also be presented in-house for your company or via live on-line webinar

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The Banking and Corporate Finance Training Specialist

Advanced Negotiation & Structuring

Issues in Real Estate Finance Term

Sheets

This course is presented in London on:

17 October 2018, 7 March 2019, 10 October 2019

This course can also be presented in-house for your company

or via live on-line webinar

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

Course Overview

Participants will: Be introduced to the methods of investing in real estate Understand the difference financing structures such as those involved with REITs,

Opco/Propco and Islamic Finance Get an overview of the LMA Term Sheet (Real Estate Specific).

Have explained to them the property due diligence including issues warranties, indemnities and disclosure.

Learn about covenant of title including full title and limited title guarantees. Be appraised of the loan portfolio sale and the bidding process. Be taught about the exit strategies and bridge take-out.

Participants will: Be introduced to the methods of investing in real estate

Understand the difference financing structures such as those involved with REITs, Opco/Propco and Islamic Finance

Get an overview of the LMA Term Sheet (Real Estate Specific).

Have explained to them the property due diligence including issues warranties, indemnities and disclosure.

Learn about covenant of title including full title and limited title guarantees. Be appraised of the loan portfolio sale and the bidding process. Be taught about the exit strategies and bridge take-out.

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

Course Content

Course Objectives

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

Breach Ringfence Property Rental Business

Tax treatment Property Derivatives Term Sheets

What is a Term Sheet 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 & 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 Market Flex clause Clear Market provision

Reliance Letters

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

Legal Opinions Reports and Audits

Timeline China Real Estate Market Compared to the US

Acquiring Distressed Portfolios

Exit Strategies/Bridge Take-out

Syndication Securitisation

Trained as a lawyer, the trainer has over 19 years of 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.

THIS COURSE IS PART 1 OF A TWO PART COURSE, THE SECOND PART IS TITLED

“DRAFTING & NEGOTIATING ISSUES IN REAL ESTATE FINANCE DOCUMENTATION”. It is highly recommended that participants attend Part 2 of this

course after attending this Part 1 as the content in Part 2 is a follow up from Part 1 and covers all the salient issues related to real estate finance documentation that can not be covered in Part 1 due to time constraints.

This course covers the various methods of investing in Real Estate Finance including the

various structures used and negotiating the real estate finance term sheets including discussions relating 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 finance term sheets, complex structuring involving real estate finance, leverage finance or acquisition finance, securitisation particularly CMBS,

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.

Course Summary

Background of the trainer

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

Whilst this is not a fully fledged course on Leverage Finance or Acquisition Finance, this

course 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 including sale and purchase of distressed assets.

We start off this course 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, Investment Finance and Development Finance. We discuss 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 version. For those of you likely to be involved in submission of bids for 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.

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.

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

What Redcliffe’s clients are saying about the course and our trainer

“Encouraged dialogue and participation between attendees” -- Partner, Maples and Calder Solicitors

“The more technical elements – SPU structures” -- Chief Commercial Officer, Gatehouse Bank

“Good high level overview of real estate finance”

-- Co-Chief Investment Officer, Carin Capital

“Presented in an interesting and engaging manner” --Senior Underwriter, Shawbrook Bank

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

09:30-17:00

London

Standard Price: £695 + VAT Membership Price: £556 + VAT

09:30-17:00

London

£695 +VAT (£834)

In-House Training

Delivering this course in-house for a number of participants could be very cost effective.

The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the

precise contents of the seminar.

Tailored Learning

All of our training courses can be tailored to suit your company’s exact training needs.

We will work closely with you to help develop a training programme with content that is unique for your

organisation.

Please email us on [email protected] for more information

E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact

requirements.