Commercial Real Estate Capability

Real Estate Finance

Real estate finance transactions involve coordinating the loan documentation, title and diligence requirements, and closing deliverables required by lenders to fund commercial real estate purchases, construction, and refinancing. The firm advises borrowers and lenders on the documentation, structuring, and closing of real estate finance transactions across commercial property types and loan structures.

This practice handles acquisition, construction, bridge, permanent, and refinancing transactions and has experience with conventional, agency, and construction financing structures across a range of commercial property types.

Representation Includes

  • Acquisition and permanent loan documentation
  • Construction loan documentation and draw procedures
  • Bridge and interim financing
  • Refinancing and recapitalization
  • Mezzanine financing and preferred equity documentation
  • Intercreditor and subordination agreements
  • Loan modifications, extensions, and workouts
  • CMBS and agency lending documentation and title requirements

Transaction Considerations

Real estate finance closings require precise coordination between the loan documents, the title and survey requirements, the diligence deliverables, and the seller’s or construction lender’s closing conditions. The firm manages the closing process for borrowers and lenders, coordinating with title companies, co-counsel, and other transaction parties to meet lender requirements and maintain the funding schedule.

Issues That Recur in Finance Transactions

  • Intercreditor and subordination. Where a transaction carries senior, mezzanine, and subordinate or public debt, the intercreditor and subordination agreements govern payment priority, standstill and cure rights, and control on default, and are negotiated alongside the loan documents rather than after them.
  • Cash management. Lockbox, springing cash management, and waterfall provisions determine how revenue is applied among operating expenses, debt service, reserves, and equity distributions, and how control shifts on a trigger event.
  • Reserves. Replacement, tax and insurance, tenant-improvement, and debt-service reserves are sized and documented to satisfy lender underwriting while preserving workable operating cash flow.
  • Single-purpose-entity covenants. SPE and separateness covenants, and any independent-director or non-consolidation requirements, are structured to meet lender and rating-agency conditions without impairing ordinary operations.
  • Guaranties. Payment, completion, carry, and non-recourse carve-out guaranties are negotiated to define the scope of recourse and the events that trigger it.
  • Environmental indemnities. A separate environmental indemnity may allocate environmental risk outside the non-recourse structure and commonly survives repayment or termination of the loan for the period and to the extent stated in the governing documents.

Contact Snow LLP

To discuss a commercial real estate matter, contact Snow LLP directly.

Contact Snow LLP