Property has long been one of the most favourable options for investors. As an asset class, it has performed well over the long-term. As an investment proposition, its premise remains relatively straightforward to understand. Historically popular and increasingly versatile, property affords investors with the ability to tailor investments to their specific financial ambitions - and that’s particularly the case today, especially with the various technology platforms available.
Real Estate Investment and Capital Markets examines at an intermediate to senior level the intersection of real estate space markets and real estate capital markets by exploring in depth the Four Quadrants of Real Estate Finance: (1) private debt, (2) public debt, (3) private equity, and (4) public equity, and their application to real estate space markets, as well as exploring derivative markets that involve real estate.
Real estate is one of the most tried and true asset classes one can invest in existence. Crowdfunding on the internet, in contrast, is a new technology that didn’t exist just a few years ago. Yet, it is already facilitating significant investment activity each year. And with at least 85 real estate crowdfunding platforms already in existence, the activity is poised to keep growing.
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.