Mezzanine financing allows borrowers to obtain financing in addition to a mortgage loan, but mezzanine loans add complexity, with additional documents, legal opinions, and third-party reports. Mezzanine lenders require separate consent rights for various actions by the borrower, and restructuring a nonperforming loan is especially problematic given the diverging interests of the mezzanine and mortgage lenders.
Since the mezzanine lender's security interest is in the borrowing entity rather than the property, it must conduct entity-level diligence, including analyzing potential claims and agreements entered into by the property owner. Existing contracts and licenses might contain restrictions on transfer--the pledge securing the mezzanine loan or any foreclosure of the pledge could violate such limits.
The mezzanine loan agreement should track the mortgage loan agreement, with mortgage loan representations recast to refer to the mezzanine borrower and the mortgage borrower. The mezzanine borrower and the mortgage borrower should be required to comply with entity-level covenants and property-related covenants.
The mezzanine borrower's obligations are secured by a UCC pledge of equity interests in the property owner. The pledge can be perfected under Article 8 of the UCC. The mezzanine borrower's ownership interest in the mortgage borrower must be certificated so the mezzanine lender can take physical possession of the membership certificates. The operating agreement should also include Article 8 opting-in language.
Listen as our authoritative panel discusses the nuances of mezzanine financing.
According to an American Health Care Association’s January 2022 jobs report, senior living communities have lost nearly 238,000 employees 15 percent of the industry’s total workforce since the start of the pandemic.
Unfortunately, hiring and retaining qualified caregivers, is just one of many challenges seniors housing operators are facing. The rising cost of healthcare benefits, sustaining employee morale and creating HR policies that allow for more workplace flexibility are industry-wide hurdles bedeviling operators.
Given this landscape, how can senior living operators create the “right work environment” one that promotes employee satisfaction, delivers best-in-class resident care and drives occupancy?
Find out May 24th during a webinar titled “How to Tackle the Top Workforce Issues Facing Senior Living Communities.”
This live broadcast is scheduled from 2:00-3:00 pm EDT on Tuesday, May 24. Seniors Housing Business is the webinar host and Paychex is sponsoring the webinar.
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This topic will prepare real estate attorneys to meet their ethical obligations in the modern world. What are the ethical boundaries for a real estate attorney in negotiating a transaction? What steps should be taken to safeguard our client's information in our ever more security and privacy conscious world? How can a real estate attorney effectively provide counsel to a budding marijuana industry client? We will explore these topics and dissect the effects of technology on our obligations to practice law ethically. After this information, attorneys should feel well equipped to continue ethically practicing where real estate and the law intersect.