Sutherland has a broad and diverse real estate finance and capital markets practice representing major banks, insurance companies, pension funds, domestic and foreign investors and others in all types of real estate financings. We regularly represent both lenders and borrowers with respect to construction and permanent loans, multistate financings, leasehold financings, sale/leaseback transactions, variable rate financings, participating mortgages, subordinate lending and mezzanine lending. Our attorneys are experienced in A/B note structures, portfolio sales, securitization transactions and whole loan sales of performing and nonperforming loans. We also represent a number of mortgage conduits and Commercial Mortgage Backed Securities (CMBS) loan correspondents engaged in nationwide lending and resale of mortgages into Real Estate Mortgage Investment Conduit (REMIC) trusts and to other sponsors of CMBS offerings. We are knowledgeable concerning Rating Agency restrictions and the REMIC regulatory framework governing these transactions. In addition to debt financing, we regularly handle equity formation transactions through joint ventures and other arrangements. We also represent our finance clients in connection with loan restructurings, bankruptcies and workouts.
We have attorneys in our Atlanta, Houston, New York and Washington offices who are actively engaged in our finance practice. Our attorneys are prominent in major legal and industry trade groups, including the American College of Real Estate Lawyers, the American College of Mortgage Attorneys, the Commercial Mortgage Securities Association and the Mortgage Bankers Association of America. We participate regularly in a wide variety of continuing education programs, both as speakers and participants.
Our approach is client focused and directed. In addition to understanding the legal issues inherent in finance transactions, we strive to understand our clients’ objectives and the business issues underlying these objectives. Before we provide counsel and advice, we take the time necessary to truly listen to our clients in order to understand their objectives and goals as to the project or transaction at hand.
In order for a complex finance transaction to proceed smoothly, the client and its consultants must all act together as a coordinated team. We understand the importance of teamwork and strive to work together and cooperate with all the players to ensure that our client’s objectives are achieved. Our role varies as the transaction progresses. At times, we are in the background while our client and its consultants take the lead. At other critical times, such as the negotiation of the loan documents and the closing of the financing, we serve a primary role and are responsible for coordinating the activities of all parties involved to achieve the objective at hand. We are comfortable in either role and understand when to lead and when to follow.
We are experienced in negotiating and documenting technical legal concepts contained in finance documentation, such as loan agreements, mortgages, non-recourse exception guaranties, environmental indemnities and intercreditor agreements. Consistent with our clients’ objectives, we give particular attention to the financial and economic provisions to ensure that the documents do not contain any hidden surprises and to ensure that these important provisions are negotiated and documented properly.
Finally, we are aware of the intense time pressures often involved in real estate and finance deals and understand that many transactions will not be completed unless the required documentation is promptly negotiated and finalized. We pride ourselves on our dealmaking attitude and our ability to work with all parties, including opposing counsel, in a non-adversarial and cooperative manner so as to achieve the successful and expeditious completion of the negotiation, documentation and closing process. Our attorneys are creative and cost-effective problem solvers. We commit to our clients to provide the highest quality legal services which are responsive to their objectives and to consistently beat, not just meet, their deadlines.
Our real estate attorneys regularly represent a variety of institutions in mortgage lending transactions. Our clients include national and regional banks, insurance companies, pension funds and their advisors and others. We assist both lenders and borrowers in handling single-lender loans as well as syndicated and participated financings secured by shopping centers, office buildings, industrial complexes, hotels, resorts, golf courses, apartment complexes, mixed-use developments, condominiums, medical facilities, timberland, developments on leaseholds and other types of commercial real estate. Our attorneys are involved in all aspects of mortgage lending, including commercial real estate acquisition, land development, construction and subordinated debt financings, as well as mezzanine debt and preferred equity transactions. We also regularly represent financial institutions in interbank transactions related to mortgage lending, including negotiating participation agreements and intercreditor agreements.
We regularly represent clients, including insurance companies, public and private pension funds and other investors, in real estate investment transactions. We also work closely with a number of pension fund advisors and investment managers. This representation includes significant equity investments and formation transactions through joint venture arrangements including programmatic joint ventures. We are also involved in syndicated partnerships, private placements and stock offerings for our finance and investment clients.
Capital Markets Mortgage Loan Servicing
As the capital markets have matured, our firm has gained a national reputation representing loan servicers. We regularly represent master, primary and special servicers in a broad range of servicing matters for loans in REMIC pools and Collateralized Debt Obligation (CDO) transactions. We have developed substantial experience with respect to defeasance of securitized loans, transfers of interest in mortgage borrowers, substitutions of collateral, Tenant in Common (TIC) borrower structures, and assumptions of performing CMBS loans. We have depth of experience in the handling of nonperforming loans and the unique characteristics of special servicers in connection with specially serviced CMBS loans. We have been involved in over 1,000 of these transactions and have worked with our clients to close these transactions in an efficient manner, while at the same time protecting the interests of the servicers and certificate holders.
Portfolio Loan Servicing
Our firm has long represented life insurance companies on a wide array of corporate real estate finance, regulatory and tax matters. We handle loan origination and loan servicing matters, including assumptions, releases, collateral substitution and defeasances, for several of the largest global insurance companies and institutional investors. We are knowledgeable regarding their practices and portfolio management concerns.
Foreclosure, Bankruptcy and Workouts
Our real estate group represents major creditors, developers, investors and owners in real estate foreclosures, bankruptcies and workout transactions. We are experienced in all important aspects of bankruptcy reorganizations, including issues related to the use and sale of collateral, the protection of rental income, stay relief and cram-down plans. Our experience includes workouts and the use of equity re-syndications and participating mortgage techniques to restructure financing transactions.
Our firm includes one of the largest and most respected tax practices in the country, with more than 80 of our attorneys concentrating their practice on tax issues. We have strength and depth across a broad range of tax issues that affect our real estate finance practice. We have found that this broad base of experience has been an essential resource in the development of our real estate finance practice.
Bill Sutherland, our founding partner, was one of the founders of the Tax Section of the American Bar Association. Two of the firm’s partners have served as the Commissioner of the Internal Revenue Service and one served as the Service’s general counsel. Four of the firm’s partners have been elected as President of the Tax Section of the American Bar Association.
© 2013 Sutherland Asbill & Brennan LLP