Real Estate Finance

Our indirect real estate team complements the mainstream real estate work undertaken by Gowling WLG and various of our team are active on finance mandates on such transactions.

Bilateral and syndicated property secured lending transactions in the UK and Europe, including:

• commercial real estate loans
• commercial and residential development facilities
• loans originated for securitisation
• loans to operating companies

We have a particular sector focus on offices, shopping centres, high end residential, private sector rental/BTR, industrial, distribution centres, investment and development properties, and portfolio transactions.

We are active advising UK and European financial institutions, loan servicers and overseas investors, on the debt financing, sale and purchase of prime and City offices and other trophy assets.

We act for traditional and debt fund providers of development finance for:

• commercial real estate and hotel development
• residential development including private rental sector/BTR

We act for senior and junior/mezzanine lenders on:

• senior whole loans and senior bridge facilities
• AB loans
• mezzanine lending
• preferred equity investments
• related intercreditor arrangements and mezzanine priority arrangements
• equity buy-out rights, equity control and profit share/exit fee arrangements

Healthcare

Our healthcare finance practice acts for lenders, borrowers and investors on care home, learning disability, domiciliary care, and specialist unit acquisitions and developments, on capital expenditure programmes, and on the financing and development of hospital assets.

Hotels

Our dedicated hotel finance practice advises all stakeholders on UK, EU and international transactions, including:

• acquisition and development financing facilities for full service luxury hotels and other trophy/strategic assets
• financing of hotel portfolios
• mezzanine financing and equity JV arrangements for hotel projects

We are specialists in restructuring debt finance arrangements secured on hotel assets, and advise on loan-to-own, non-disturbance and direct agreements, franchise and management arrangements, and on formal enforcement assignments.

Student accommodation

We act for lenders and borrowers on the acquisition and development financing of campus, out-of-town, and city student accommodation schemes, including purpose-built properties and portfolios, and on associated asset management, lease, and nominations arrangements.

The team's work is increasingly cross-border, and we have acted for clients on lending transactions secured on property assets across Europe and wider afield.

Our experience includes advising on hotel developments and acquisitions in Poland, Switzerland and Germany; industrial and retail investments in Switzerland and Germany; retail and office portfolios in Germany and France; high-end residential in France; and hotels in the Czech Republic.

We also have extensive experience advising foreign interests and fund management on inwards investment and financing into the UK.

Our London and Dubai offices work closely together on Sharia compliant transactions for the financing and development of real estate in England.

During the recession and recovery we acted for numerous borrowers and financial institutions, investors, new money providers, and servicers/special servicers, on debt finance restructurings and recapitalisations secured on real estate in the UK and Europe, advising on:

• covenant resets through to complex balance sheet/cashflow restructurings
• standstill arrangements
• enforcement options and security reviews, security issues on insolvency, exit strategies, and directors' duties
• debt-for-equity swaps and upside profit arrangements
• "controlled sale" realisation agreements
• mezzanine and new money intercreditor, structuring, and related issues
• syndicate disputes and inter-creditor relations
• debt buy backs

We are now using our experience to advise investors and funder to deliver:

• Loan-on-loan/loan-to-fund transactions
• Loan-to-own and alternative investment strategies
• Distressed asset and loan transfers to new investor / lender-sponsored or JV vehicles.

We advise on:

• LMA and bespoke loan sales, sub/risk-participations, and associated transactions, including security and security trust arrangements, as well as on anti-embarrassment and ongoing upside-arrangements
• debt buy-backs and borrower-affiliate loan acquisitions
• performing and non-performing portfolio sales and acquisitions, structuring and regulation

We also have experience of advising lenders on par loan trades and sub-participations, on the sell and the buy sides, documented both on the LMA forms and on a bespoke basis.

The team advises:

• debt and opportunity funds, and other lenders, on the funding of debt acquisitions and discounted pay-offs, both secured on the debt-securities and receivables, and on ancillary support assets
• purchasers on the acquisition financing of loan assets (including portfolios)
• on alternatives to security in hostile subordinated structures, including golden shares and the hard-wiring of rights through constitutional documentation

We provide a bespoke loan, security and property review and reporting service for banks and opportunistic debt purchasers seeking positions in secured and syndicated real estate debt deals, and have particular expertise advising German banks in this area.

We also advise on enforcement options and security reviews, exit solutions, and loan-to-own strategies and transactions.

The team advises on various aspects of distressed CMBS/structured finance transactions in the UK and Europe, including:

• servicing/special servicing matters
• warehousing and note issuance arrangements
• enforcement and restructuring
• consensual sale and exit solutions
• AB structures and intercreditors
• borrower- and issuer-level hedging and collateral arrangements

In addition to our market-leading work for mezzanine lenders on new real estate debt originations, we have built up significant experience acting for both senior and junior creditors reviewing and negotiating sell-down/syndication intercreditors, AB intercreditors, and servicer intercreditors (both CMBS and inter-lender), on a myriad of different lending and ownership structures.

This provides us with the tools to review and advise on all creditor relations on a fully informed basis, as well as to identify potential 'hot-spots' and blocking/leverage positions in the debt stack, and between creditors.

We advise financial institutions and corporates on ISDA swap/cap transactions, related collateral arrangements, and FX/swap-line facilities.