Special Purpose Entities in Real Estate Transactions: Structuring and Documentation
Mastering Separateness Provisions, Single Member LLCs, Recycled Entities, Independent Directors, and Non-Consolidation Opinions
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE course will prepare real estate counsel to structure special purpose, bankruptcy-remote entities that satisfy commercial mortgage-backed securities and portfolio lenders' requirements. The panel will discuss current separateness provisions, the conditions and documentation for independent directors, single-member LLCs and special member provisions, and the components of an acceptable non-consolidation option.
Outline
- Structuring a special purpose entity
- Separateness provisions
- Barriers to filing for bankruptcy or insolvency
- The recycled entity: requirements to qualify
- Single-member LLCs
- Requirements of Delaware entity laws
- Special or "springing member" provisions
- Independent directors
- When required
- Qualifications: ID providers
- Independent director documents
- Non-consolidation opinions
- When required
- Case law analysis
- Determination of pairings
Benefits
The panel will review these and other noteworthy issues:
- What kind of entity is acceptable, and what provisions should be included in the entity documents for an entity to qualify as an SPE?
- What is a recycled SPE, and what are its additional requirements?
- What are the additional drafting considerations for single-member LLCs?
- What are the current requirements relating to independent directors, and how is the hiring of the independent director documented?
- What are the components of a non-consolidation opinion, and what are the proper pairings to be considered in the opinion?
Faculty
Kathryn M. Borgeson
Partner
Cadwalader Wickersham & Taft
Ms. Borgeson’s practice is concentrated in the areas of bankruptcy and structured finance. She provides... | Read More
Ms. Borgeson’s practice is concentrated in the areas of bankruptcy and structured finance. She provides advice to lenders in connection with the origination and securitization of complex bankruptcy-remote commercial mortgage loans. She also advises financial institutions on the safe harbor provisions for financial contracts under multiple insolvency regimes. In addition to her transactional work, Ms. Borgeson has significant bankruptcy litigation experience, having represented creditors, lenders and debtors in bankruptcy proceedings in the financial, automotive and energy industries.
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Matthew (Matt) Kelsey
Partner
King & Spalding
Mr. Kelsey is a partner in the Finance & Restructuring group resident in the firm’s New York office.... | Read More
Mr. Kelsey is a partner in the Finance & Restructuring group resident in the firm’s New York office. He focuses his practice on complex in-court and out-of-court Chapter 11 matters for debtors, ad hoc credit groups, financial institutions, agents and trustees, and official committees. Mr. Kelsey provides distressed-investing counsel to investment firms, hedge funds, and other financial institutions in a variety of industries, including transportation, real estate, retail, pharmaceutical, infrastructure, finance, shipping, and construction.
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J. Eric Wise
Partner
King & Spalding
Mr. Wise is a partner in the Finance & Restructuring group resident in the New York office. As a leading... | Read More
Mr. Wise is a partner in the Finance & Restructuring group resident in the New York office. As a leading practitioner in restructuring and special situations finance, he has extensive experience in complex liability management transactions, Chapter 11 matters, workouts, rights offerings, recapitalizations, restructuring, post-petition and exit financing, and distressed debt purchases and sales. Mr. Wise is a frequent author and thought leader on many issues in the restructuring and finance spaces.
CloseEarly Discount (through 04/11/25)