PEIs, together with mortgage loans and mezzanine loans, are often a critical part of the capital structure used by sponsors to fund real estate ventures. The terms of PEIs can vary considerably. On one end of the spectrum are PEIs that are economically and functionally equivalent to a mezzanine loan, though structured as equity and not debt. On the other end of the spectrum are PEIs that are pari passu with the sponsor's equity. In any context, a PEI's equity is subordinate to all of the real estate venture's debts.
PEIs typically earn a higher rate of return on the investment than debt financing. They may earn a share of cash flow beyond a stated rate of return and any capital appreciation. The preferred equity investor generally has consent over "major decisions" (the list of which can range from a small handful of items to an extensive list), may have buy-sell rights, forced sale rights or put rights, and typically have removal rights (the right to remove the managing member or general partner of the real estate venture and replace it with the PEI or its designee). Removal rights can run the gamut from being limited to bad acts or being performance-based.
To achieve all the benefits of PEIs and mitigate the risks, counsel to investors and the recipient entity must negotiate and structure key terms that address matters such as exit strategy, remedies in the event of the entity's default, issues surrounding a change in control, and the impact of an entity bankruptcy. Also, counsel must anticipate and address tax implications for the entity and the investor in the PEI agreement.
Listen as our authoritative panel prepares counsel to real estate lenders, investors, and borrowers to structure, enforce, or challenge PEI agreements in the current real estate market. The panel will compare and contrast PEIs vs. mezzanine financing. The panel will also outline the key points of negotiation and agreement provisions for the equity investor and the real estate developer, including remedies for default, change in control, exit strategy, the impact of bankruptcy, and tax implications.
Medical office leases differ from standard commercial leases in several respects. There may be development and title issues unique to a medical office building (MOB) because it may be located within a hospital campus and may be subject to medical use restrictions and easements which impact its operation.
The hospital owner often desires to retain fee ownership of an entire medical campus, so the MOB might also be subject to a ground lease. Counsel for the landlord or the tenant will want to see these matters addressed in the agreement.
There are also federal regulations to consider in drafting medical office leases. Medical office leases may be subject to the Stark Law or the Anti-Kickback Statute, which applies to referrals for services payable under federal healthcare programs.
Leases require specified criteria to comply with federal Stark and Anti-Kickback regulations and qualify for an exception and/or safe harbor. MOB leases should also address the obligations of the landlord and the tenant about HIPAA, ADA, and environmental compliance.
Listen as our authoritative panel discusses the development and regulatory issues associated with medical office leases. The panel will review the operational constraints often presented by restrictive covenants, easements, and ground leases impacting MOBs, the best leasing practices for achieving compliance with the Stark Law and the Anti-Kickback Statute, and compliance with HIPAA, ADA, and environmental regulations particular to medical offices.
There has never been a more challenging time for Corporate Real Estate and Facility professionals. Technology, automation and innovation are redefining how we operate and use space in ways never imagined. Space-as-a-service, space densification, occupant experience platforms, integrated information management, smart buildings and a transformation of the workplace are all topics that are front and center. Add in new technologies such as Artificial Intelligence, Machine Learning, Augmented and Virtual Reality, Blockchain and Autonomous and the impacts to Corporate Real Estate and Facilities increase.
Brewer Offord & Pedersen LLP
The Law Offices of Peter N. Brewer, a real estate and lending law firm located in the heart of Silicon Valley, recently produced a free webinar covering important legal issues that California landlords needs to know. Discussing deposits, leases, and habitability considerations, attorney Ashlee D. Adkins and Henry Chuang provided critical information for owners, REALTORS®, and investors alike who are considering residential rental properties as a source of additional investment.