Effective November 24, 2014 Morgan Lewis & Bockius LLP and Bingham McCutchen LLP have concluded a transaction. Visitors seeking information on this page should visit the corresponding page on the Morgan Lewis & Bockius LLP website.



Real Estate Finance

Bingham represents clients in major real estate finance transactions totaling billions of dollars each year throughout the United States and around the world. We represent many of the largest commercial banks, life insurance companies, private equity funds, investment advisers and other institutional lenders in all facets of real estate finance.

Our experience in complex mortgage loan transactions ranges from acquisition and permanent loans to construction and revolving credit facilities, from structured and mezzanine financings to workouts and restructurings. We are involved in closings for single loans as well as multistate real estate portfolios. We handle deals secured by a mix of real and personal property, including proceeds of subscription agreements, equity in subsidiary entities holding title to real property, and management fee or other income streams. We also represent financial institutions in the purchase and sale of participation interests, real estate assets, and performing and distressed loan portfolios.

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  1. Collateralized Debt Obligations

    Bingham represents CDO asset managers in the workout, restructuring and enforcement actions involving mortgage loans in CDOs. We also structure, draft and negotiate documents for non-real estate CDOs.

  2. Commercial Mortgage-Backed Securities

    We are involved in many different facets of the CMBS market, including the origination, servicing and restructuring of securitized commercial mortgage loans. Bingham lawyers represent underwriters and issuers in connection with the structuring of CMBS issuances and draft and negotiate the related Pooling and Servicing Agreements. We also represent certificate holders of CMBS regarding the making of their investments and the administration of those investments by CMBS trustees and servicers. Our depth of knowledge and experience with Pooling and Servicing Agreements, as well as the REMIC tax laws, allows us to advise clients on all aspects of their CMBS investments.

  3. Construction Lending

    We represent lenders who provide construction financing to new development or rehabilitation projects. We make sure that construction lenders are adequately protected with regard to the development and construction of their projects. We also review and handle the permitting, leasing and construction issues that arise in these deals.

  4. Credit-Tenant Lease Financings

    We represent lenders in credit-tenant lease finance transactions, understanding the unique interplay between the real estate aspects of such transactions and the bond aspects of such transactions.  We have deep experience with the NAIC guidelines governing such transactions and the requirements of the “bondable” leases that drive them.

  5. Participating Mortgages

    We represent lenders in participating mortgage loans where the lenders will participate in the profits of the real estate project in addition to receiving the repayment of their principal and accrued interest. Given the greater debt leverage in such transactions, we assist our lender clients in the greater level of due diligence required. Since the lenders’ roles in such transactions are comparable in some respects to the role of an equity investor, we are able to bring the strengths of our full-service real estate group to such transactions. 

  6. Permanent Lending

    We routinely close billions of dollars of permanent loans each year involving all types of asset classes. These loans may be secured by a single asset or a multistate portfolio, on a non-recourse or limited-recourse basis.

    As part of our representation, we take the time to learn the procedures and preferences of clients so that we can function as part of a team with their investment officers, loan closers, portfolio administrators and in-house counsel.

  7. Restructurings, Workouts and Bankruptcies

    Working as a team with Bingham’s nationally and internationally recognized financial restructuring and institutional finance lawyers, we have been engaged by lenders to protect their real estate interests in some of the largest and highest-profile restructurings, workouts and bankruptcies in the past few years, including the General Growth Properties and Lehman Brothers bankruptcies. Our work covers the full range of distressed real estate issues, including complex co-lending, pooling and servicing, and intercreditor agreements. Clients value our significant involvement in and out of bankruptcy in negotiating and implementing reorganization plans for troubled real estate projects.

  8. Revolving Credit and Letter of Credit Facilities

    We represent lenders who provide revolving credit and letter of credit facilities to developers and owners in the real estate market. The deals can be secured by a mix of real and personal property, including intangible personal property such as proceeds of subscription agreements, equity in subsidiary entities holding title to real property, or management fee or other income streams.

  9. Securitized Mortgage Lending

    We represent lenders who originate mortgage loans for sale in the securitization market. We are able to overlay our experience in the CMBS market on the loan documentation and closing process for such loans so that issues and problems are avoided when the loans are subsequently packaged for securitization. We understand that the closing of the loan is only the beginning of the process for clients to achieve their goals and to execute their exit strategy in the CMBS market.

  10. Structure/Mezzanine Finance

    Our team of real estate, structured transactions, securities, tax and financial restructuring lawyers works closely together to effectively advise clients on the strategic, business and structuring issues that arise in real estate transactions involving complex structured financing. In particular, we are skilled in the documentation and collateral issues of mezzanine financings and A/B note structures. We know how to fully analyze the inter-lender issues in such transactions and can also prepare and negotiate the necessary intercreditor or co-lender agreements.

  11. Syndications/Participations

    We represent lenders that lend in the syndicated loan market or originate or purchase participation interests in loans. We effectively advise lenders who serve as agents in such deals or who act only as lenders. We have the experience to handle the real estate aspects of these transactions as well as the co-lending issues among the lenders and agents.

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