Real Estate Finance - Lenders

Arent Fox offers a range of services to our lender clients who are regularly involved in large, complex financial transactions.

Our Focus

We represent banks, insurance companies, savings and loan institutions, private debt funds, REIT's and public pension funds on a variety of single asset transactions and large multijurisdictional portfolio financings. We provide counsel to several lenders in the making of numerous and varied senior and mezzanine loans, preferred equity investments and B-Note purchases covering a wide range of projects, including multifamily projects, retail, fractured condominiums, hotels, industrial and other commercial properties.

Services include:

  • Structuring of project transactions
  • Generating documents
  • Reviewing and analyzing due diligence
  • Negotiating loans
  • Advising on collateral and credit enhancement, letters of credit, guarantees, swap agreements, caps, debentures, warrants, participating interests, inter-creditor, co-lender, and subordination agreements

Senior Debt

With strength in representing financial institutions, debt-side funds and other investors making loans to finance real estate projects, our attorneys have significant lender-side experience in the origination, purchase, disposition and restructuring of complex senior debt loans including non-recourse loans and CMBS securitized loans.

Mezzanine Financing and Preferred Equity

Representing lenders, we have created mezzanine loan programs and transaction documents for numerous mezzanine lending clients. Our documents were developed with specific attention to the exercise of remedies in the mezzanine transaction and the relationship of those remedies to the rights and remedies of the senior lenders to provide for the greatest rights and flexibility for the mezzanine lender or borrower.

In negotiating the intercreditor agreements between senior lenders and mezzanine lenders, our lawyers are trained to address a wide array of intercreditor issues, the scope of different mezzanine lenders' collateral packages, a diverse array of creative mezzanine structures, the tax implication of preferred equity structures, and the underlying mezzanine structure documents.

Tax-Exempt Bond Financing

We represent banks on variety of nonprofit municipal financing and commercial lending matters ranging from financing improvements at private schools to providing non-profits with funding to execute on their missions.

Our Work

  • CapitalSource Bank in connection with a $48 million senior mortgage loan to a real estate investment fund secured by a portfolio of 19 industrial buildings comprising 4.5 million square feet.
  • Bank of America in connection with a dormitory financing for The College of Staten Island (CSI) and the City University of New York (CUNY), which involved a ground lease from the Dormitory Authority of the State of New York, tax-exempt bonds issued by the New York City Housing Development Corporation to a non-profit borrower, and a for-profit developer and operator.
  • JP Morgan Chase in the development of a Queen’s Courthouse, a $120 million project in New York that includes multi-family, retail, commercial, parking and community space, utilizing separate condominium units.
  • Fannie Mae in its capacity as senior lender in connection with numerous loan transactions, some involving mezzanine loans.
  • HCC Indemnity in its capacity as the insurer of certificates issued by a trust, whose assets consist of a pool of mezzanine notes with a security interest in the underlying notes.
  • An investment bank in the largest pooled bond mortgage program in the nation (approximately $1.8 billion) related to multifamily housing projects financed on behalf of real estate developers and secured by various security and subsidy programs (including FHA, REMIC, and SONYMA mortgage insurance; GNMA securities; and payments through Section 8 and Section 236 programs) and a pledge of New York City’s interests in a pool of mortgages as well as various interests under REMIC trusts.
  • Federal Capital Partners in connection with a $4 million mezzanine loan secured by all of the ownership interests in a large multi-family property located in North Carolina.
  • MBIA, Inc. in structuring and preparing initial documentation for the securitization of mortgage loans and Real Estate Mortgage Investment Conduits (REMICs), including various forward delivery structures utilizing specially modeled swaps, and large programs involving the securitization of unrated bonds secured by mortgage loans.
  • Terra Capital in connection with a variety of mezzanine loan, B-Note and preferred equity financings.