CMBS

Over the last few decades, capital markets have revolutionized the way businesses and real estate projects are financed through the creation of new and complex investment vehicles. The Capital Markets Team at Bilzin Sumberg assists clients in understanding and dealing with those complexities. Our Team has been working with CMBS loans since the early 1990s - when the CMBS market was in its infancy - and has continued to do so through many real estate cycles, including the most recent downturn in the economy. Our attorneys have been at the forefront of developing and establishing servicing protocols and procedures that have been implemented throughout the CMBS industry.

Bilzin Sumberg's Real Estate Capital Markets Team is active in all aspects of the CMBS industry, including loan servicing, negotiation and analysis of pooling and servicing agreements, mezzanine financing, B-piece and other certificate acquisitions and sales and companion loan transactions. In addition, the Team does not work alone. It is supported by the firm's other practice areas, including real estate, land development and government relations, environmental, business finance and restructuring, and commercial litigation, comprised of lawyers who are familiar with the unique nature and complexities of securitized loans and the CMBS industry.

Bilzin Sumberg has long been a part of the CMBS world, having continuously represented the largest servicer of CBMS loans in the country since our firm's inception. Bilzin Sumberg's central role in the creation and development of the original CMBS capital markets, as well as its role in the most recent downturn and creation of CMBS 2.0, gives us a unique perspective as we continue through the next chapter of the CMBS industry, representing servicers as well as B piece buyers and other participants in the industry.

CMBS Loan Servicing

Throughout its history and today, Bilzin Sumberg represents some of the largest servicers of CMBS loans in the country. We have worked on loans secured by commercial properties throughout the United States and its territories. These loans are secured by all asset types, including office, retail, multi-family, hospitality, flex-industrial, self-storage and health care facilities. Bilzin Sumberg has a particular knowledge of hospitality, having represented many parties in this industry.

Our Team handles all aspects of servicing matters for both performing and non-performing loans. With respect to performing loans, our work involves many kinds of matters. These include consents to assumptions, transfers of interest, IPOs, mergers, mezzanine, preferred equity and other subordinate financings. We also handle consents to substitutions of collateral, changes in franchise and management, leases, SNDAs, easements and partial releases. In handling these matters, we have dealt with issues involving lockbox and cash management arrangements, non-consolidation opinions, letters of credit, tenants in common, Delaware statutory trusts, master leases, leasehold financing and forward and reverse 1031 like-kind exchanges.

As to non-performing loans, our Team handles matters including complex workouts and restructurings, forbearances, modifications, A/B restructurings, discounted payoffs, deeds-in-lieu of foreclosure, bankruptcy advice, loan sales and REO sales. We work in detail with our litigation department to handle the foreclosure of numerous loans encumbered by Florida real estate. During the recent downturn, we were instrumental in developing procedures and forms for all of these various non-performing loan matter types. In both performing and non-performing loan scenarios, we deal frequently with issues arising out of the governing pooling and servicing agreements and the complex capital structures often associated with CMBS loans, as well as their related intercreditor, co-lender and participation agreements. During the rise of CMBS 2.0, we have become very familiar with the intricacies of Rule 17g-5 compliance. In connection with our Group's servicing practice, we have developed excellent relationships with the national rating agencies and major law firms throughout the country.

REO and Loan Sales

Our Real Estate Capital Markets Group handles numerous post-foreclosure sales and transfers of commercial real estate ("REO") properties. We regularly handle all aspects of the REO sales transaction, including the drafting and negotiating of contracts for purchase and sale, title review and clearance and closing. We have handled REO sales totaling in the billions of dollars, ranging from small sales of approximately $1 million to the largest, which was approximately $216 million. The firm also represents our CMBS clients in the sale of non-performing commercial mortgage loans. We routinely assist clients who are seeking an alternative to the foreclosure process by drafting, negotiating and closing on mortgage loan sale agreements, resulting in a swift resolution of these loans. We also assist in the review of the requirements in the pooling and servicing agreements governing the sale of these distressed mortgage loans. The loan sales that we have handled have totaled principal in excess of $1 billion dollars. We have extensive experience with the sale of REOs and loans through both auction and non-auction processes. In addition, we have handled sales of bulk REOs and loans, as well as the individual sales of REOs and loans.

CMBS Securitizations

Our Real Estate Capital Markets attorneys represent clients in connection with the acquisition of certificated interests in securitization loan pools, often involving the acquisition of the controlling class representative and directing certificate holder positions. We have represented some of the nation's largest B piece buyers and special servicers in connection with newly originated CMBS securitizations. Our representation of these clients include the negotiation of the prospectuses and private placement memoranda, pooling and servicing agreements, indemnification agreements, intercreditor and co-lender agreements and related documents. As counsel to these clients, we have been involved in the creation of CMBS pools totalling in the tens of billions of dollars. The Bilzin Sumberg Team also represents our securitization clients in the review of the underlying loan documents contributed into the securitization pools, and controlling class representatives in the removal and replacement of special servicers on both a pool level and a loan-by-loan basis. We provide counsel to special services in SEC compliance matters related to CMBS pools, including Reg AB, Rule 17g-5 and other regulatory compliance matters.

B-Note, Mezzanine Loan Acquisitions & Sales

Bilzin Sumberg represents clients in connection with the acquisitions and sales of B Notes, participation interests and whole and participated mezzanine loan interests. In connection with this representation, our attorneys are often involved in the actual loan origination (borrower/lender) documentation. We are directly involved in the preparation and negotiation of the co-lender instruments, which include complex intercreditor, co-lender and participation agreements, as well as all applicable servicing agreements.

EXPERIENCE

"They are able to mobilize a team and complete large projects. They remain on the cutting edge for work involving real estate funds."

- Chambers USA 2014
INSIGHTS
RELATED PEOPLE
Audrey A. Ellis

Audrey A. Ellis

Partner

Dora Acherman

Of Counsel

Suzanne M. Amaducci-Adams

Partner, Real Estate Practice Group Leader

Karyl Argamasilla

Of Counsel

Marla I. Berman

Of Counsel

Myles R. Burstein

Associate

Sean M. Gleason

Associate

Manuel Gonzalez

Associate

Edward A. Kalish

Of Counsel

Alan J. Kazan

Partner

John M. Kuhn

Partner

Susan J. Pontigas

Of Counsel

Jay M. Sakalo

Partner, Business Finance & Restructuring and Corporate Practice Group Leader
Related Practices