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Debt Financing
Troutman Sanders recognizes that every real estate financing transaction is unique and that each situation offers its own opportunities and difficulties for both capital providers and capital users. The Firm’s experience and breadth of practice allow attorneys to anticipate problems and to propose creative solutions. These attorneys believe in a problem-solving approach, an approach that has contributed to the satisfaction and success of clients in periods of growth, as well as, periods of decline in the general economy.
The Troutman Sanders Real Estate Capital Markets Group is composed of lawyers who are engaged in the representation of lenders in securitized real estate financing transactions. Members of the Group are not only knowledgeable in securitization procedures and requirements but also have experience in real estate law, lending law, bankruptcy law, environmental law, corporate and partnership law, and tax law.
The Group currently represents clients in connection with mortgage loans (including term loans, permanent loans, construction loans, bridge loans, revolving lines of credit, and other credit arrangements secured by real estate) and mezzanine loans.
The real estate secured by these loans include office buildings, hotels, shopping centers, multi-family residential rental buildings, condominiums (both commercial and residential), industrial and warehouse facilities, self-storage facilities, and health care facilities, as well as mixed-use properties. The Group has closed loans secured by one to more than fifty properties located in one or more states.
Members of the Group have represented many of the lenders who are active in closing and securitizing mortgage and mezzanine loans.
Approach
- Quality of Advice and Work Product — The Group strives to provide clients with the highest quality legal services in structuring, documenting and closing real estate financing transactions, in manner intended both to protect the client’s interests and to consummate each transaction in accordance with the fundamental business arrangements between the parties.
- Responsiveness — Group members pride themselves on their accessibility to clients and other parties to a transaction and on their ability to meet the deadlines of the parties in consummating the transaction.
- Efficiency and Cost Effectiveness — Group members are aware of the sensitive nature of the cost of legal services, and they endeavor to render services in a cost-efficient manner.
- Analyzing environmental issues and environmental site assessments, with the assistance of members of the Firm’s Environmental Practice Group.
- Reviewing contracts with architects, engineers and other third party professionals and obtaining certifications and confirmations from those parties as to compliance of the existing or proposed improvements with building codes, permitting and licensing requirements, and similar matters.
- Analyzing compliance of the existing or proposed improvements with applicable zoning ordinances.
- Reviewing construction contracts and dual-obligee performance and payment bonds.
- Analyzing existing and proposed leases and preparing and negotiating subordination, non-disturbance and attornment agreements, and tenant estoppel certificates.
- Reviewing the organizational, authority and qualification documents of the borrowing entity and other parties to the transaction, and addressing any ERISA issues, with the assistance of members of the Firm’s ERISA Practice Group.
- Preparing and negotiating intercreditor agreements, such as tri-party and buy-sell agreements.
- Negotiating and documenting loan participations and agency arrangements.
- Assisting in loan administration following a closing.
- Modifying and restructuring loan transactions.
- Enforcing clients’ rights and remedies under loan documents.
- Assisting in the management and disposition of properties acquired through foreclosure or deeds in lieu of foreclosure.
In rendering these services, Group members call upon, when appropriate, the extensive resources of the Firm in other areas, such as the Environmental Practice Group, Asset-Based Financing Group, Commercial Real Estate Leasing Practice Group, Corporate and Banking Practice Group, Tax Practice Group, ERISA Practice Group and Litigation Section, including the Bankruptcy Practice Group and the Alternative Dispute Resolution Group. Services The services that the Group typically provides to clients include: - Assisting clients with respect to underwriting and structuring proposed transactions, addressing matters, such as the perfection of liens and security interests, creditors’ rights issues, questions regarding ground leases and tenant leases, and transaction costs, including mortgage or recording taxes, title insurance premiums and the cost of legal services.
- Preparing and negotiating applications, term sheets and financing commitments.
- Preparing and negotiating transaction documents, such as promissory notes, security deeds, mortgages, deeds of trust, assignments of rents and leases, pledge or security agreements, guaranties, environmental and other indemnity agreements, construction loan agreements, term loan agreements, revolving loan agreements and opinions of counsel.
- Arranging for and analyzing plats of survey and title insurance commitments, including analyzing title exceptions and appurtenant easements, negotiating and obtaining special coverages and endorsements and obtaining, where necessary, reinsurance with direct access clauses or co-insurance.
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