From first notice of default to final conveyance of property or loan resolution, complex transactions related to real property secured loans, such as real estate workouts and commercial mortgage-backed securities (CMBS) lending, require experienced representation.
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From first notice of default to final conveyance of property or loan resolution, complex transactions related to real property secured loans, such as real estate workouts and commercial mortgage-backed securities (CMBS) lending, require experienced representation.
Perkins Coie Solution
The Perkins Coie Real Estate Workouts practice represents lenders, loan servicers, and receivers in a variety of transactions relating to commercial loans secured by real property and/or business assets. The team has worked on thousands of real estate workouts located throughout the country involving billions of dollars of financing, including single asset workouts, multi-asset workouts, and multistate transactions.
Counseling clients since the advent of CMBS, the firm’s lending and real estate teams possess a plethora of experience in the vagaries of CMBS lending. Our commercial real estate lending team works with all aspects of income-producing commercial real estate, bringing to bear the extensive knowledge of our national team in the retail, hospitality, office, multifamily, mixed-use, and industrial and mobile home project spaces.
Our team knows the intricacies of dealing with single-purpose and bankruptcy-remote entities, cash management, structured reserves, nonconsolidation opinions, and real estate mortgage investment conduit (REMIC) issues, among a variety of other concerns that may arise in a real estate workout transaction. As members of our team have also acted as “program counsel,” we understand the role of various players in the CMBS industry, from the rating agencies to piece buyers. We also possess a deep understanding of the “capital stack” and the rights and liabilities of various parties under pooling and servicing agreements that undergird the world of CMBS.
Areas of Focus
Perkins Coie Solution
The Perkins Coie Real Estate Workouts practice represents lenders, loan servicers, and receivers in a variety of transactions relating to commercial loans secured by real property and/or business assets. The team has worked on thousands of real estate workouts located throughout the country involving billions of dollars of financing, including single asset workouts, multi-asset workouts, and multistate transactions.
Counseling clients since the advent of CMBS, the firm’s lending and real estate teams possess a plethora of experience in the vagaries of CMBS lending. Our commercial real estate lending team works with all aspects of income-producing commercial real estate, bringing to bear the extensive knowledge of our national team in the retail, hospitality, office, multifamily, mixed-use, and industrial and mobile home project spaces.
Our team knows the intricacies of dealing with single-purpose and bankruptcy-remote entities, cash management, structured reserves, nonconsolidation opinions, and real estate mortgage investment conduit (REMIC) issues, among a variety of other concerns that may arise in a real estate workout transaction. As members of our team have also acted as “program counsel,” we understand the role of various players in the CMBS industry, from the rating agencies to piece buyers. We also possess a deep understanding of the “capital stack” and the rights and liabilities of various parties under pooling and servicing agreements that undergird the world of CMBS.
Areas of Focus
Commercial Mortgage-Backed Securities (CMBS)
Our team possesses deep experience in a variety of asset classes, including: retail—from strip centers to regional malls; hospitality—from limited service hotels to resorts and golf course properties; office—from suburban and tertiary market small office buildings to 50-story office projects in downtown markets; multifamily—from Class C projects to new, state-of-the-art, 700-plus-unit projects; mixed-use—from small residential with limited retail to large residential, retail, office, and hotel projects; and industrial and mobile home projects.
Representative experience includes:
- Representation of a CMBS noteholder in the full recovery, including yield maintenance, of a $23 million defaulted loan secured by a manufacturing facility in Chicago.
- Representation of a CMBS special servicer to obtain dismissal of an action by one certificate holder to contest the special servicer’s decision to sell a mortgage loan for maximum value as determined by the special servicer.
Modifications
Perkins Coie attorneys have represented lenders and borrowers in loan modifications, restructuring, and workouts on office buildings, shopping centers, hotels, multifamily projects, mixed-use projects, and residential subdivisions.
Representative experience includes:
- Representation of a CMBS special servicer in connection with the restructuring of loans secured by office buildings in Southern California.
- Representation of ownership in the restructuring of real estate loans secured by hotels throughout the United States.
- Representation of CMBS special servicers in workouts of mortgage loans secured by various classes of properties in connection with pandemic-related defaults, with emphasis on resolution of complex cash management structures.
- Representation of a CMBS special servicer in the restructuring of three cross-collateralized loans secured by boutique hotels in Chicago.
- Represented lenders and borrowers in restructuring and working out loans on office buildings, shopping centers, hotels, multifamily projects, mixed-use projects and residential subdivisions in Washington, D.C., Virginia, Maryland, Washington, and Oregon.
Judicial and Nonjudicial Foreclosures
The Perkins Coie team has represented servicers and lenders in judicial and nonjudicial foreclosures on commercial properties across the United States.
Representative experience includes:
- Representation of a CMBS special servicer in appointing receiver for and foreclosing on commercial properties in Washington, California, Nevada, Arizona, Oregon, Utah and New Mexico.
- Representation of lenders in appointing receivers for and foreclosing on hotels, apartment complexes, and retail properties.
- Representation of mezzanine lenders in conducting UCC Article 9 secured party sales of equity interests in real estate entities.
Receiverships and Interim Property Management
Our attorneys have represented secured lenders in real estate receiverships, as well as receivers in the construction and sale of commercial and residential projects.
Representative experience includes:
- Representation of secured lenders in more than 75 real estate receiverships throughout Washington, with loan balances ranging up to $35 million.
- Representation of receivers in landlord/tenant lease modifications and litigation, including collection matters.
- Representation of a general receiver in successful completion of constructions and full sell-out of condominium project.
Deeds in Lieu of Foreclosure
Our team has represented servicers and financial institutions in deeds in lieu of foreclosure transactions involving commercial, residential, and office properties throughout the United States.
Representative experience includes:
- Represented a CMBS special servicer in the negotiation of deed-in-lieu transactions involving hotels in Deerfield and Lincolnshire, IL.
- Represented a CMBS loan servicer in its negotiation of a deed-in-lieu transaction for a portfolio of 79 hotels, including the negotiation of new franchise agreements and new management agreements.
- Represented a commercial bank in taking title to a large suburban residential, retail, and office development in Northern Virginia and a regional shopping center in Washington state through deed-in-lieu transactions. In each, the representation continued through the banks’ efforts to reposition the properties for sale.
Bankruptcy
Our team has represented servicers and financial institutions in numerous bankruptcy proceedings of CMBS borrowers involving commercial, residential, hospitality, and office properties throughout the United States. We have particular knowledge in resolving bankruptcy cases through lender plans of reorganization that facilitate lender control of liquidation of properties while exempting the properties from substantial transfer taxes.
Representative experience includes:
- Represented a CMBS special servicer in pushing a competing plan of reorganization to lead to the liquidation of a commercial property in New York City in the midst of the pandemic (including obtaining a court order to authorize alternative execution of documents in the face of borrower resistance).
- Representation of CMBS special servicers and purchasers of CMBS loans in resolutions of complex real estate workouts facilitated by lender plans of reorganization.
Bad Boy Guaranties
Our team has represented servicers and financial institutions in pursuing judgments against “bad boy” guarantors who trigger full recourse while breaching CMBS loan requirements.
Representative experience includes:
- Represented a CMBS special servicer in obtaining a $25 million deficiency judgment against a bad boy guarantor in a Connecticut litigation after the guarantor purported to put in place two “insider” leases post-default without lender consent.
- Represented a CMBS special servicer in obtaining a $14 million deficiency judgment in a New York litigation against a bad boy guarantor who placed junior financing on the property without lender consent.
Additional Areas of Focus
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