BackReal Estate Capital Markets

The increasing complexity and regulation of the real estate capital markets demands an interdisciplinary approach to meet the needs of clients, whether they be owners, operators, lenders, or loan servicers.  Nelson Mullins’ Real Estate Financial Services group integrates and focuses the experience of attorneys from the firm’s Real Estate, Finance, Corporate, Tax, and Litigation practices.  Our attorneys regularly represent international, national, regional, state and community banks, insurance companies, mortgage brokers, and other institutional lenders, as well as master and special loan servicers, in a wide variety of matters on a national scale.  Additionally, the Real Estate Financial Services group provides services and counsel to owners and operators of commercial real estate from individuals and family companies to international hospitality chains and exchange-traded REITs. 

Our team is committed to providing all of our clients with the highest level of service.  We seek to accomplish this by not only delivering successful outcomes, but by partnering with clients to learn their businesses and objectives, by offering solutions to problems which have not yet arisen and by leveraging our experience in multiple areas to allow clients to grow and profit from our relationship.  We are also committed to providing all of our services in an efficient and cost effective manner, including offering flexible and fixed fee arrangements when necessary to meet the needs of our clients. 

Core areas of our practice include: 

Loan Origination, Loan Seller’s Counsel and REPO Facilities

  • Traditional balance-sheet loan originations, participations and loan syndications.
  • CMBS/Conduit loan origination programs.
  • Mezzanine and junior secured financing.
  • Alternative financing arrangements, joint ventures, preferred equity, and synthetic leasing.
  • Construction financing.
  • Master Repurchase Agreements.
  • Loan Seller’s Counsel for CMBS Securitizations

 Loan Servicing and Real Estate Asset Management 

  • CMBS Master and Special Servicer representation.
  • Traditional balance-sheet asset management.
  • Loan sales and acquisitions.
  • Loan modifications, extensions, workouts, and foreclosures. 

Real Estate Advisory Services 

  • Ownership structuring and restructuring.
  • Property sales, acquisitions, and exchanges.
  • Property financing.
  • Partnership, corporate, and related real estate tax advice.
  • Training and risk management.

 Transactional Support and Due Diligence 

  • Loan and property diligence relating to corporate and banking mergers and acquisitions.
  • Debt pool diligence and acquisition.
  • Property diligence and collateral documentation relating to corporate financing transactions.
  • Local counsel opinions and review of local security instruments. 

Loan Origination 

Over the past decade, our Real Estate Financial Services attorneys have closed more than $50 billion in real estate loans nationally, ranging in size from less than a million to nearly a billion dollars.  Our origination experience spans a broad range of finance transactions, including agency lending, interim, bridge and construction financing, as well as CMBS and balance-sheet fixed and floating rate financing on all property types and classes.  Our attorneys are also highly experienced in mezzanine loan originations, equity investments, tenancy-in-common and Delaware Statutory Trust structures, subscription facilities, loan syndications, participations, club lending, and synthetic leasing. 

Examples of transactions handled by our Real Estate Financial Services group include: 

  • Lender’s counsel on behalf of a national insurance company in the origination of fixed rate loan pools exceeding $200 million and secured by ten regional shopping centers in multiple states.
  • Lender’s counsel on behalf of a national bank in the origination of a fixed and floating rate loan pool exceeding $600 million and secured by over fifty hospitality properties in thirty-five states.
  • Representation of a private debt fund in connection with the participation of commercial real estate loans with a government sponsored entity (GSE) and negotiation of participation and third-party servicing agreements.
  • Lender’s counsel on behalf of a national bank in the origination of more than 300 separate fixed and floating rate loans with tenancy-in-common and Delaware Statutory Trust structures, representing more than $5 billion in debt.
  • Lender’s counsel on behalf of national private lender in connection with $550 million construction loan for movie and television production studio in Massachusetts.
  • Lender’s counsel on behalf of multiple clients in the origination of senior and mezzanine loans exceeding $100 million for the acquisition or trophy properties in Los Angeles, Chicago, New York City, Philadelphia, Cincinnati and other locations.
  • Lender’s counsel on behalf of multiple clients in securing advances under Master Repurchase Facilities for advances to purchase distressed debt and for table funding new loan originations.
  • Loan seller’s counsel on behalf of a national bank in connection with eighteen (18) securitizations since 2010, with an average pool size of more than $1 billion. 

Loan Servicing and Real Estate Asset Management 

The strength of our practice lies not only in our ability to close new loans, but to assist clients at every step in the life-cycle of a real estate secured loan.  Our Real Estate Financial Services group represents a cross-section of real estate loan servicers, including institutional lenders servicing their own portfolios, as well as CMBS Master and Special Servicers.  We regularly advise our servicing clients on compliance issues relating to CMBS and RMBS Pooling and Servicing Agreements, intercreditor and other participation agreements, and REMIC tax concerns associated with various securitized transactions.  Additionally, our attorneys have significant experience in acquiring, selling and splitting senior, subordinate, and mezzanine loans. 

Our attorneys also routinely handle loan modifications and extensions, full and partial loan assumptions, condemnation proceedings, defeasance transactions, cash management, covenant compliance, leasing and subordination agreement reviews and negotiations.  In addition, our Real Estate Financial Services group incorporates attorneys who have experience in bankruptcy, business reorganization, litigation, and construction and who have experience in working on distressed and defaulted real estate loans, including in and out-of-court restructurings, workouts, foreclosures, and bankruptcies. 

Examples of transactions handled by our Real Estate Financial Services group include: 

  • Representation of a national insurance company on the acquisition of an existing $100 million term loan facility secured by a trophy property in Washington D.C.
  • Representation of a private debt fund in connection with the sale of junior participation interests in commercial real estate loans to a borrower-affiliate and coordination with the senior participant and loan servicer on loan document, participation agreement, and loan servicing agreement amendments.
  • Representation of a national CMBS Master Servicer in connection with the implementation of over 100 separate springing cash management structures in over thirty states and including every property type.
  • Representation of a national CMBS Master Servicer in connection with the extension of a mezzanine loan included in a CDO transaction and coordination with the senior secured loan Master Servicer for the related CMBS loan extension.
  • Representation of national CMBS Special Servicer and national insurance company in connection with foreclosures, workouts, restructurings and bankruptcies in Georgia, South Carolina, North Carolina, Maryland, Virginia, District of Columbia, and Massachusetts. 

Real Estate Advisory Services 

The diverse experience in our Real Estate Financial Services group permits our attorneys to provide consultation, advice and other services to a wide range of clients on topics relating to real estate ownership, construction, operation, and finance.  These include entity formation, joint ventures, IRS Section 1031 transactions, tenancy-in-common and Delaware Statutory Trust structures, REIT and real estate fund formation and operation, property acquisition and disposition, property management and leasing, loan restructuring, and workouts.  In addition, our attorneys routinely provide in-house training materials, seminars, and procedural reviews for our clients as part of their internal risk management practices. 

Examples of advisory services handled by our Real Estate Financial Services group include: 

  • In-house training seminars provided to multiple clients on a wide range of topics including, tenancy-in-common and Delaware Statutory Trust structures, cash management structures, ground lease financing, condominium conversion financing, title and survey review, loan document negotiations and intercreditor agreement concerns.
  • Preparation of form commercial loan documents for out-of-state national commercial bank for use in South and North Carolina.
  • Preparation of CMBS form documents for both fixed and floating rate loan programs for a national lender.

 Transactional Support and Due Diligence 

Attorneys in the Real Estate Financial Services group routinely provide support to Nelson Mullins’ general Finance practices, including performing real estate diligence and preparation of real estate security instruments in connection with collateralized lines-of-credit and secured corporate financing transactions.  Additionally, our attorneys perform real estate diligence and loan reviews relating to the acquisition of existing loans and distressed-debt pools for many institutional lending clients.  The size, scope, and experience of our Real Estate Financial Services group permits us to engage in significant due diligence review and document production on large scale projects in a timely and cost-effective manner. 

Examples of support and diligence services handled by our Real Estate Financial Services group include: 

  • Representation of national lender in connection with the acquisition and restructuring of multiple distressed-debt loan portfolios, including on-site loan file review, and abstracting.
  • Representation of collateral agent and administrative agent banks as local enforceability counsel in Georgia, South Carolina, and North Carolina in secured bond and real estate finance transactions.
  • Review and abstracting of multiple General Services Administration (GSA) leases in connection with proposed acquisition of multi-state GSA asset pool.
  • Review and abstracting of loan portfolios in connection with proposed acquisition from the FDIC of failed banks.
  • Review and abstracting of portfolio of 60 loans secured by real estate across the country in connection with proposed acquisition from the FDIC of loans currently held by the FDIC.
  • Review and transfer of 120 assets held on master repo lending lines to new master repo lending lines in connection with acquisition of failed investment bank
  • Represented clients in Georgia in over 30 transactions last year in connection with the acquisition of distressed debt or REO property, and in connection with foreclosures, workouts, forbearances, bankruptcies, and dispositions related to those acquisition.