Finance and Real Estate Practice

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Finance and
Real Estate Practice
Commercial Real Estate                      Creating innovative strategies for
                                            market makers
Mortgage and Mezzanine Lending
Portfolio Loan Purchases and Sales
Purchase/Sale of Subordinate Debt
Participations, B-Notes
and High-Yield Debt                           Dechert’s Finance and Real Estate          Dechert lawyers collaborated to
Syndicated Loans                              Group is experienced in all aspects        draft the industry standard CRE
Loan Workouts                                 of real estate finance, structured         Finance Council “Form of Mezzanine
Equity Financing
                                              finance and securitization, loan           Intercreditor Agreement” and, more
                                              administration, investment,                recently, the Mortgage Bankers
STRUCTURED FINANCE AND                        acquisition, leasing and development.      Association (MBA) “Model Whole
SECURITIZATION                                With more than 80 lawyers in               Loan Sale and Servicing Agreement.”
Mortgage-Backed Securitization                offices across the United States and       We offer valuable insights into
Warehouse Financing/Repurchase Agreements     Europe, our Group is the choice of         industry issues that give our clients a
Structured Financing                          many market makers for innovative          competitive advantage—both now and
Derivatives and Swaps                         structures, creative strategies and        in the future.
Asset-Backed Securitization                   complex transactions.
                                              We operate as a “geographically            Commercial Real Estate
                                              transparent” practice. International       Finance
Loan Servicing Issues                         breadth means that we can handle           Dechert is recognized as a leading
Loan Workouts/Modifications/Bankruptcies      cross-border transactions as easily        firm in the area of commercial real
Mortgage and Mezzanine Loan Enforcement       as U.S. domestic transactions. As a        estate finance. One of our core
                                              result, we are able to deploy our full     practices, both in the U.S. and UK/
INVESTMENT                                    resources effectively and efficiently      European markets, involves the
Investment Funds                              to achieve our clients’ business           purchase and sale of all types
Joint Ventures                                objectives around the world.               of commercial real estate debt
Limited Partnerships, Limited Liability                                                  products, including whole mortgage
Companies and other Investment Vehicles       Our finance and real estate lawyers
                                              work closely with our tax, securities,     loans; senior, subordinate and pari
Equity Investments
                                              ERISA, environmental and business          passu notes and participations;
                                              reorganization and restructuring           mezzanine loans (including senior/
               ,                              lawyers to provide clients with            subordinate/pari passu mezzanine
CONSTRUCTION                                  full service on all aspects of a           notes and participations); preferred
Site Acquisition                              transaction. This breadth, coupled         equity; programmatic co-lending
Development Financing                         with our proven ability to manage          arrangements; syndicated loans and
Construction Lending                          large, multi-jurisdictional transactions   below investment grade CMBS bonds
Building Contracts                            (including the local counsel               (“B-pieces”).
Leasing                                       component), makes us a powerful            Our lawyers handle not only the
                                              choice on transactions requiring           purchase and sale of commercial
                                              sophisticated, top-flight experience.      real estate debt products, but also
Infrastructure Finance
Sale/Leasebacks                               Our lawyers are widely recognized          the origination of the commercial
Credit Tenant Leasing                         by the industry as being among the         real estate loans that occurs prior to
Synthetic Leasing                             best in the field. Many play significant   purchase/sale as well as in the full life
                                              roles within industry organizations        cycle of commercial real estate loans
Net Leasing
                                              and make important contributions           after origination.
Equipment Leasing
                                              to industry practices. For example,


      Recognition for Dechert’s Finance                                   Our Group is experienced with         servicers of securitized loans
      and Real Estate Practice                                            all aspects of disposition of         and the holders and servicers of
                                                                          commercial real estate loans,         portfolio loans forms a substantial
      •	Ranked	a	National	Tier	1	firm	for	both	                           including CMBS, and the related       part of the Group’s practice.
        Real Estate Law and Structured Finance                            rating agency criteria. In addition   We have extensive experience
        and Securitization.                                               to loan splitting and loan            representing the owners and
         U.S. News – Best Lawyers, 2011-2012                              portfolio sales and purchases,        servicers of commercial mortgage
                                                                          Dechert is a leading firm for         and mezzanine loans across a
                                                                          loan origination for the balance      broad range of transactions,
      •	Ranked	a	New	York	City	Tier	1	firm	for	
                                                                          sheet and securitization, rating      including:
        Structured Finance and Securitization.
                                                                          agency representation, servicing,
         U.S. News – Best Lawyers, 2011-2012
                                                                          tax and derivatives. Few firms, if    •	 Loan	modifications	and	
                                                                          any, maintain top practices in all       extensions
      •	“[Dechert’s]	‘knowledgeable,	creative	                            of these areas as they relate to      •	 Assumptions	and	borrower	
        and business-friendly’ team is praised for                        commercial real estate finance.          equity transfers
        its high level of professionalism.”
         The Legal 500, 2011                                              Structured Finance and                •	 Collateral	releases	and	
                                                                          Securitization                           substitutions
      •	“Dechert’s	structured	finance	group	
                                                                          With one of the preeminent            •	 Defeasances	and	prepayments
        is	commended	for	‘absolutely	best-in-
        class service, in-depth knowledge of the                          structured finance and                •	 Mezzanine	financing	requests
        industry and the ability to pull together                         securitization practices in the
        experts in all areas quickly.’”                                   United States (as recognized          •	 Modification	of 	intercreditor	
                                                                          by Chambers USA, U.S. News –             agreements
         The Legal 500, 2011
                                                                          Best Lawyers and The Legal 500),
                                                                          Dechert has been a central player     •	 “Qualified	institutional	lender”	
      •	“More	like	a	business	partner	than	legal	                         in innumerable high-visibility           exception requests
        counsel;	[Dechert]	presents	the	options	                          transactions. Our work spans          •	 Casualty	and	condemnation	
        very clearly.”                                                    multi-jurisdictional mortgage- and       issues
         Chambers USA, 2010                                               asset-backed securitizations,
                                                                          warehouse financings and              •	 Cash	management	issues
      •	“The	Finance	and	Real	Estate	group	                               repurchase agreements, derivatives
                                                                                                                •	 Transactions	involving	“Propco/
        stands out for its combination of up-to-                          and swaps, and collateralized loan
                                                                                                                   Opco” borrower structures
        date knowledge and market presence.”                              obligations.
                                                                                                                •	 Review	of 	complex	leases	and	
         Chambers USA, 2010                                               Our structured finance and
                                                                                                                   negotiation of SNDAs with large
                                                                          securitization practice, based
      •	“Offering	‘the	most	complete	command	                                                                      tenants
                                                                          in major financial centers in the
        and knowledge of cutting-edge legal                               United States and Europe, is          •	 Review	of 	hotel	management	
        information,’ the firm has worked on                              a key area of focus for us. Our          and franchise agreements and
        some of the largest recent restructuring                          size, global capabilities and deal       negotiation of comfort letters
        transactions.”                                                    flow gives us the resources and
                                                                          experience needed to master           •	 Review	of 	environmental	
         The Legal 500, 2010
                                                                          complex deals and manage the             issues arising with respect to
                                                                          areas—securities, tax, real estate       mortgaged properties
      •	“Widely	recognized	as	an	authority	on	
                                                                          and bankruptcy, for example—that
        structured finance and securitization.”
         Chambers USA, 2009
                                                                          may affect the creditworthiness       Servicing of Distressed
                                                                          and attractiveness of our clients’    Loans
                                                                                                                The Group has substantial
                                                                                                                experience in the workout and
                                                                          Commercial Mortgage
                                                                                                                enforcement of defaulted real
                                                                          Loan Servicing
                                                                                                                estate loans, including distressed
                                                                          The representation of CMBS            CMBS loans. We have represented
                                                                          master, primary and special           financial institutions in workout

Attorney Advertising. Prior results do not guarantee a similar outcome.
and restructuring transactions           provide ongoing advice regarding         Lease Finance
worth billions of dollars, including     governance, operations,
loan modifications, workouts,            restructurings and regulatory            Dechert has negotiated,
restructurings, bankruptcies and         compliance.                              documented and closed some of
enforcement proceedings.                                                          the most significant equipment,
                                         Our funds experience includes debt       real estate and structured lease
We regularly represent the owners        and equity funds and embraces all        finance transactions in the
and servicers of distressed loans.       types of real estate—commercial,         marketplace on behalf of lenders,
Our lawyers:                             industrial, residential and mixed-       equity investors, lessees and
                                         use properties—and all stages of         investment banks. We provide
•	 Commence	enforcement	                 real estate projects—development,        comprehensive advice, both
   proceedings, such as foreclosure      construction, acquisition of             domestically and for cross-border
   actions and suits on guarantees       stabilized properties and                transactions, on the business, legal,
•	 Participate	in	bankruptcy	            disposition of properties.               tax and accounting issues driving
   proceedings of borrowers and                                                   these transactions. Our experience
   significant tenants                   Real Estate Investment,                  in capital markets transactions
                                         Acquisition, Sale and                    makes us uniquely positioned for
•	 Identify	and	address	potential	                                                debt transactions offered in the
   intercreditor issues
                                                                                  144A market. In addition, our lease
                                         The Group’s lawyers are                  finance attorneys team up with
•	 Defend	litigation	commenced	
                                         experienced in all aspects of real       our creditors’ rights attorneys to
   against lenders and loan
                                         estate investment, from initial          provide workout and bankruptcy
   servicers, including lender
                                         acquisition to asset management          advice to lessors and lenders.
   liability and insurance proceeds
                                         to sale. We help our clients
   interpleader actions
                                         achieve value through tax-
                                         effective structuring and efficient
                                                                                  Residential Mortgage-
•	 Conduct	negotiations	with	                                                     Backed Experience
   borrowers, including the drafting     transactional work.
   and negotiation of pre-workout                                                 With one of the leading practices
                                         The investment vehicles on which
   letters, forbearance agreements,                                               in the United States in RMBS,
                                         we advise include limited liability
   distressed loan assumptions and                                                we represent both issuers and
                                         companies, limited partnerships,
   modification agreements                                                        underwriters in transactions backed
                                         offshore trusts and joint ventures.
                                                                                  by a variety of assets, including:
•	 Advise	clients	with	respect	to	       We work closely with clients to
   strategy, preparing default and       identify and develop the optimum         •	 Prime	mortgage	loans
   acceleration letters, conducting      borrowing structures and to resolve
                                         all relevant legal, regulatory and tax   •	 Alt	A	mortgage	loans
   litigation and supervising local
   counsel                               issues early on.
                                                                                  •	 Subprime	mortgage	loans
•	 Assist	hedge	funds	and	other	         We handle leasing matters for
                                                                                  •	 Negative	amortization	mortgage	
   investment vehicles in the            retailers and office and industrial
   workout of their structured           tenants. Our team is highly
   investment holdings                   regarded for its services to the         •	 Second	lien	mortgage	loans
                                         owners and occupiers of some of
                                         the largest and most prestigious         •	 Non-performing	mortgage	loans
Real Estate Fund Formation               shopping centers and retail              •	 Home	equity	lines	of 	credit
Our comprehensive real estate            developments, particularly complex
funds practice spans North               mixed-use developments, and for          •	 Reperforming	mortgage	loans
America, Europe and the Middle           its work with local authorities,
                                         governments, and other public            •	 Manufactured	housing	contracts	
East, advising investment fund
sponsors and managers on the             bodies on retail, residential and        These transactions involve virtually
formation of real estate funds           public use developments.                 every tax and cash flow structure
and REITs. We assist investment                                                   and form of credit enhancement.
managers with capital-raising                                                     We have also been engaged as
efforts (including initial fundraising                                            counsel in a number of “re-REMIC,”
and follow-on offerings) and                                                      or resecuritization transactions.


      Our lawyers have substantial             pharmaceutical patent royalties,         ABOUT DECHERT LLP
      experience representing both buyers      lottery awards and commercial
                                                                                        With offices throughout the United States,
      and sellers of pools of performing       aircraft leases.
                                                                                        Europe and Asia, Dechert LLP is an
      mortgage loans,                                                                   international law firm focused on corporate
      non-performing mortgage loans            Collateralized Loan                      and securities, business restructuring and
      and REO. As counsel to mortgage          Obligations (CLOs)                       reorganization, real estate finance, complex
      servicers, we have advised                                                        litigation and international arbitration, financial
      extensively on a wide variety of         Dechert has achieved a leading           services and asset management, labor and
      matters, including compliance            market position in the CLO market,       employment, intellectual property and tax law.
      with Regulation AB requirements          in both middle market balance
      and the establishment of                 sheet CLOs and broadly syndicated        Visit Dechert on the web at
      procedures necessary to comply           arbitrage CLOs. We represent lenders,
      with securitization servicing            borrowers, issuers, placement agents,    Almaty
      standards. In addition, we have          collateral managers and equity           Austin
                                               investors in warehouse facilities,       Beijing
      represented financial institutions
                                               term facilities, collateralized loan     Boston
      and asset purchasers in structuring
                                               and collateralized debt transactions.    Brussels
      the disposition and financing
      of distressed financial assets           Our team includes specialists in
      through the use of joint ventures,       securitization, ’40 Act (including
      participations and various fund          BDCs), investment advisory, real
      structures.                              estate capital markets, private funds,   Hong Kong
                                               banking, tax and ERISA.                  London
      Most recently, we advised various
                                                                                        Los Angeles
      mortgage loan due diligence              We have been involved in the middle
      providers in connection with             market CLO space since its inception.
      assessing their potential                Dechert advised on the first rated
      liability and minimizing their legal     middle market CLO involving              New York
      exposure in light of the many            mezzanine and subordinated middle        Orange County
      changes to the securities laws related   market loans and a majority of the       Paris
      to asset-backed securities and           middle market deals since that time.     Philadelphia
      related regulations. Likewise, Dechert   Our practice is equally familiar with    Princeton
      regularly provides comprehensive         both cash-flow and market value CLO      San Francisco
      services in securities law matters       structures.                              Silicon Valley
      to leading industry trade groups,                                                 Washington, D.C.
      particularly as they relate to
      securitizations, including Regulation
      AB and Securities Offering Reform.

      Asset-Backed Securitization
      Dechert’s ABS team has handled a
      significant number of large, complex
      securitization and structured
      finance transactions involving a
      wide variety of asset classes and
      complex securitization structures. We
      represent issuers, underwriters and
      other ABS participants in structuring
      offerings of both traditional debt
      obligations (such as credit card
      receivables and auto, consumer
      and commercial loans) and novel
      securities such as life settlements,
      structured settlements, future flows,

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