Loan Sales

Cadwalader lawyers work closely with a wide range of investment organizations and vehicles seeking to capitalize on opportunities in the real estate markets. We have broad experience with domestic and offshore private equity and debt funds, real estate funds, structured product funds, opportunity funds, distressed and stressed debt funds, acquisition funds, venture capital funds and other investment management organizations.

We advise clients on structuring, reviewing, conducting diligence, negotiating, and executing a wide range of debt and equity investments,  including mortgage-backed and other asset-backed securities; commercial mortgage and mezzanine loans; senior/subordinate notes; syndicated loan interests and mortgage and mezzanine loan senior and subordinate participation interests; preparing required disclosure documents; and complying with federal and state securities, banking, tax laws and regulations; as well as ERISA rules and regulations.

Crucial  to our provision of advice in this area are our tax and bankruptcy groups. Cadwalader tax lawyers have extensive experience in counseling clients on the tax ramifications of their investments, including those involving real estate partnerships, real estate investment trusts, publicly traded real estate limited partnerships, and limited liability companies. This expertise also encompasses international tax issues, which often come to bear in matters involving foreign debt or investment of new money by foreign companies, and ERISA issues, as well as bankruptcy-related tax matters. Our tax lawyers are also experts in REMIC tax issues that may arise in the context of securitized mortgage loans.

Similarly, the firm's leading bankruptcy and insolvency practitioners are integral to the structuring of investments in real estate debt and properties. From representing major financial institutions as repurchase agreement counterparties and loan purchasers and as lenders to real estate developers and operators, our restructuring lawyers advise on the single-asset special purpose vehicles commonly formed in CMBS mortgage and mezzanine financings, including issues related to potential bankruptcies of such vehicles.

  • A leading asset manager and financial advisor in connection with issues relating to investment in mortgage-related assets and related derivatives activities.
  • A leading investment manager in the preparation of trading documents for a newly created capital vehicle.
  • An asset manager in connection with the creation of a master feeder fund structure to invest in RMBS, ABS, CDOs, CLOs, CMBS, and other similar stressed assets.
  • A hedge and private equity fund with investment strategies focused on the RMBS and general ABS markets, organized with U.S. investment managers and with both U.S. and foreign investors.
  • An investment manager regarding the possible transfer of underwater AAA CMBS assets into a fund so that interest may be taken out without marking the CMBS component and avoiding adverse tax consequences.
  • A fund as the largest creditor in the chapter 11 case of a mortgage lender.
  • A real estate investment manager in connection with the formation of a management company (that will also establish an originator and servicer) and an opportunity fund that will invest in residential loans, RMBS securities, and related real estate assets.
  • A fund as creditor and equity sponsor in the chapter 11 cases of a manufacturer and its subsidiaries. A leading CLO manager in connection with the formation of a bank loan opportunity fund.
  • An asset manager in connection with the creation of a master feeder fund structure to invest in RMBS, ABS, CDOs, CLOs, CMBS and other similar assets.
  • A leading U.S. investment bank in connection with the formation of an opportunity fund that will invest in RMBS and related real estate assets.
  • A leading U.S. investment bank in connection with the formation of a distressed fund that will invest in distressed and stressed CDO debt and equity.
  • A leading U.S. bank in connection with the establishment of a joint venture vehicle that will manage real estate opportunity funds.
  • A leading U.S. bank in a joint venture that will manage Asia real estate funds.
  • A Bahrain-based asset management firm that makes investments in U.S. and foreign private equity funds managed by major players such as Carlyle, KKR and Goldman Sachs.
  • A leading European bank in the establishment of a joint venture fund vehicle that is being formed to acquire European CRE assets and the establishment of a term loan facility for the purpose of financing the acquisition of such assets.
  • A leading European bank on the establishment of fund vehicles for the purpose of acquiring European CMBS and ABS bonds and loans.
  • A European investment manager in the establishment of a series of MTN vehicles for collective investment in varying European credit classes.
  • A leading European investment manager in the formation of an opportunity fund to acquire distressed residential mortgages.
  • A leading international investment bank as arranger in connection with the creation of a Luxembourg fund vehicle that will issue up to €1 billion in MTN notes during a three-year subscription period and will acquire European mezzanine and subordinate loan assets.
  • A leading international investment bank in the creation of a joint venture fund vehicle that is being formed to acquire senior mortgage loans and issue unlisted debt secured against such assets.
  • A leading international investment bank in the structure and documentation of a joint venture fund to acquire, refinance and ultimately seek to dispose of "legacy" subordinate loan assets.
  • A major commercial mortgage company and various developers in joint ventures that took title to assets, including numerous Manhattan office buildings and a regional shopping center in upstate New York, providing the borrowers with tax advantaged workouts and/or relief from guarantees.
  • The purchaser in the acquisition of the commercial loan portfolio of USA Commercial Mortgage Company and its affiliated chapter 11 debtors.

13 Attorneys

Altschuler, Fredric L. Senior Counsel New York
T. +1 212 504 6525
Anglin, Michael S. Special Counsel New York
T. +1 212 504 5657
Brandfon, Nicholas E. Associate New York
T. +1 212 504 6039
Carroll, James P. Senior Counsel Charlotte
T. +1 704 348 5116
Washington
T. +1 202 862 2216
Chamberlain, Holly Marcille Partner Charlotte
T. +1 704 348 5121
Dejoie, Jessy Senior Attorney New York
T. +1 212 504 6801
Dickson, Christopher J. Associate Charlotte
T. +1 704 348 5159
Herman, Steven M. Partner New York
T. +1 212 504 6054
Hinkle, Melissa C. Partner New York
T. +1 212 504 6972
Hsu, Kelvin Associate New York
T. +1 212 504 5628
McInerney, William P. Partner New York
T. +1 212 504 6118
McManus, Matthew S. Associate New York
T. +1 212 504 5770
Robertson, Matthew Special Counsel Charlotte
T. +1 704 348 5257

Contact(s)

William P. McInerney
+1 212 504 6118 
william.mcinerney@cwt.com
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