Mortgage Finance

A “sterling reputation for providing top class advice on intensely complicated deals” - Chambers USA

Commercial real estate finance is a core component of Cadwalader's Real Estate practice. We pioneered many of the legal structures for securitized products that are now the standard world-wide, and we have played a critical role in more than $1 trillion of capital markets transactions. In 2012, working closely with our securitization team, we represented investment and commercial banks in the origination of more than $10 billion in mortgage loans intended for securitization.  We represent clients in originating all types of loans, including permanent loans, construction loans, bridge loans, single asset/single borrower securitized loans, participating loans, shared appreciation loans, borrowing base asset loans, subscription facility loans, convertible loans, mezzanine loans, loans backed by credit leases, conduit loans and loans secured by ground leases.

In fact, Cadwalader has served as origination counsel on many of the large scale commercial real estate financings executed  since 2010 for clients such as  Bank of America, Cantor Commercial Real Estate, Citigroup, Deutsche Bank, HSBC, JPMorgan, Macquarie, RBS, UBS and Wells Fargo. Among our recent projects are the origination of $3.5 billion mortgage and mezzanine loans to refinance the Extended Stay Hotel chain; the origination of the $650 million first mortgage on One Bryant Park in New York; the $1.36 billion financing of the merger and acquisition of Blackstone and Centro; the $1.3 billion financing of the acquisition of the Motel 6 chain; the $950 million mortgage loan to refinance 1290 Avenue of the Americas; the restructurings of Hilton Hotels and Harrah's; the pre-development and acquisition loan secured by the Woolworth Building; a $280 million construction loan for a New York City condominium project;  and the $310 million loan secured by 120 Broadway that was a stand-alone securitization.  On behalf of our clients, our real estate attorneys negotiate, structure and effectuate both permanent loans and construction loans for office buildings, hotels, shopping centers, industrial facilities, golf courses, apartment buildings, and co-op and condominium complexes.

Our insight and expertise in mortgage finance allows us to provide loan servicers and commercial and investment banks with a thorough consideration of all options and strategies required to manage real estate loans, CMBS, REO properties and commercial real estate portfolios of all sizes. We have extensive knowledge of the issues that arise when servicing CMBS loans and REO. We provide counsel on the full range of issues affecting the restructuring, liquidating and servicing of commercial loans secured by all property types throughout the United States and abroad.  We also address rating agency concerns and requirements, and other issues related to multi-tranched CMBS and mezzanine structures. 

Cadwalader’s Financial Restructuring group is an integral part of the firm’s legal team when structuring new originations and real estate workouts.  The team is also expert on issues related to the single-asset special purpose vehicles that are commonly formed in CMBS mortgage and mezzanine financings, including issues related to potential bankruptcies of such vehicles.

Mortgage Finance:

  • JPMorgan Chase in  the origination of a mortgage loan and four mezzanine loans secured by the Palmer House Hotel located in Chicago, Illinois, which is owned by a subsidiary of Thor Equities.
  • JPMorgan Chase in the origination of a mortgage loan secured by an office building in Cleveland, Ohio, known as 200 Public Square.
  • JPMorgan Chase in origination of a mortgage loan and two mezzanine loans secured by real property and equity ownership interests in an office building in Philadelphia, Pennsylvania known as Curtis Center owned by subsidiaries of Apollo Global Management, LLC.
  • JPMorgan Chase in the $800 million refinancing of a portfolio of 13 hotels located throughout the US and Canada.
  • JPMorgan Chase in a $310 million mortgage and mezzanine loan on Carousel Mall and Destiny Development located in Syracuse, New York.
  • JPMorgan Chase in the $400 million mortgage and mezzanine loan on HSBC Tower located at 452 Fifth Avenue, New York, New York.
  • JPMorgan Chase as lender in connection with the $225 million origination of a mortgage and two mezzanine loans to subsidiaries of Centro Properties Group US, secured by a portfolio of seven retail properties in California.
  • JPMorgan Chase as lender in connection with the $525 million refinancing of mortgage and mezzanine loans secured by a large shopping mall in New York owned by an affiliate of The Pyramid Companies.
  • JPMorgan Chase in a $2 billion financing post-bankruptcy of the Extended Stay Hotel chain.
  • JPMorgan Chase in a $659 million mortgage and mezzanine loan in connection with a 76 property retail portfolio.
  • JPMorgan Chase in a ten-year fixed rate commercial mortgage loan made to Inland Western Retail Real Estate Trust Inc., a shopping mall operator, which owns 300 retail properties nationwide, marking the return of the new-issue CMBS market.
  • JPMorgan Chase in connection with its secured debt in the Stations Casino bankruptcy.
  • JPMorgan Chase in the restructuring of approximately $2 billion bridge loan facility with affiliate of Centro Properties.
  • JPMorgan Chase in a $175 million mortgage loan on regional shopping center in Tempe, Arizona.
  • JPMorgan Chase in a $79 million mortgage loan on shopping center in Miami, Florida.
  • JPMorgan, Deutsche Bank and Citigroup on a $1.9 million financing in connection with Blackstone Group's acquisition of the Motel 6 chain of hotels.
  • UBS in the origination of a $580 million mortgage loan and mezzanine loan financing in connection with the refinancing of the iconic Fontainebleau Miami Beach Hotel, designed by Morris Lapidus and opened in 1954.
  • UBS in a $305 million mortgage loan secured by Providence Place Mall in Providence Rhode, Island.
  • UBS in a senior mezzanine loan in the amount of $51 million.
  • UBS in a junior mezzanine loan in the amount of $25 million to an affiliate of General Growth Properties.
  • UBS in a $140 million securitized acquisition financing of two hotels in New York City involving complex arrangements due to shared operations of partners of both properties and mezzanine financing in place with a third party at closing.
  • Macquarie Capital (USA) Inc. in the $110 million mortgage loan on Hotel Novotel New York Times Square located at 226 West 52nd Street, New York, New York.
  • Morgan Stanley in the $250 million financing of the acquisition of One Park Avenue in New York, originated for securitization with multiple note structures, and accommodating a tax-driven condominium structure for a major tenant.
  • A syndicate of lenders in the restructuring of $1 billion of debt of Harrah's Casino.
  • A syndicate of lenders in the restructuring of $22 billion of debt used in connection with the acquisition of Hilton Hotels Corp., intended to provide a runway for Hilton to service the large debt it incurred from its 2007 "going private" transaction and enable Hilton to capitalize on the recovery taking place in the hospitality industry.
  • Bank of America as special servicer with EOP in connection with the total restructuring of a $4 billion financing.
  • Bank of America in a financing of Dividend Capital's $1.6 billion acquisition of the IStar credit tenant office portfolio with Wells Fargo.
  • Bank of America in the origination of a $460 million mortgage loan to an affiliate of Flagler Development Group, where the underlying real estate collateral included certain right of way assets in addition to office and industrial properties.
  • Bank of America in connection with the $1.3 billion financing with JPMorgan Chase of One Bryant Park, New York, New York, one of the most prominent office towers in the New York and the United States.
  • Bank of America in connection with the restructuring of the $2.6 billion.mortgage and mezzanine financing La Quinta Hotel chain owned by affiliates of Blackstone.
  • Bank of America in connection with the refinancing/ rescue financing of a $500 million mortgage loan to provide mortgage and mezzanine debt on a 47 hotel property portfolio for a joint venture between the Clarion Funds and Henley Group Fund and the further refinancing of the newly created mezzanine loan to an affiliate of H2 Capital.
  • Bank of America as special servicer in the multi-billion dollar restructure of a Blackstone portfolio.
  • Bank of America in the Times Square Hilton financing to Sunstone.
  • Cantor Commercial Real Estate as lender in connection with a $231 million mortgage loan secured by two office buildings located in New York City.
  • An agent bank in the workout and restructuring of a syndicated $280 million mortgage loan with four layers of syndicated mezzanine debt aggregating $400 million, secured by six New York City hotels.
  • An investment bank in connection with a $660 million securitized financing of 43 retail properties in multiple jurisdictions.
  • A public REIT in its review and analysis of hundreds of pooling and servicing agreements of securitized commercial mortgage backed securities in connection with (a) bid to acquire a special servicer and (b) its restructuring and conversion of public debt of a special servicer into an equity ownership stake.
  • A commercial bank in the origination of a $52 million loan secured by a pledge of a defaulted mortgage loan in foreclosure with ongoing litigation among the partners comprising the borrower and the conversion of such loan to a $52 million mortgage loan upon the delivery of a deed-in-lieu of foreclosure and settlement of such litigation, all of which pertained to and was secured by a New York City office building.
  • A special servicer in the workout and restructuring of a $280 million securitized mortgage loan secured by 14 hotels in various jurisdictions, together with the review and approval of the restructuring of five layers of mezzanine debt.
  • A commercial bank in connection with a $120 million syndicated construction loan with respect to the gut-renovation of a boutique New York City hotel.
  • An investment bank in a $60 million securitized mortgage financing secured by a regional mall.
  • An investment fund in the workout and restructuring (and sale in certain instances) of numerous mezzanine loans and B participation interests of various levels of seniority with respect to single and multiple property transactions in securitized and non-securitized formats.
  • A foreign commercial bank in connection with the foreclosure of a syndicated construction loan in Arizona, including the negotiation of a joint venture agreement among the syndicated lenders.
  • An investment fund in numerous bids for distressed mortgage loans, B notes, participations and mezzanine loans.
  • Freddie Mac in connection with establishing a CMBS lending program for multifamily properties and supervising the origination of loans under the program.
  • Wells Fargo in connection with the innovative subscription line of financing which secured the acquisition of the numerous subordinate RE debt financings capitalized by pension funds and other investors being managed by H2 (quasi hedge fund).
  • Wells Fargo in a several billion dollar financing in connection with merger and acquisition (Blackstone/Centro Properties).
  • A bank syndicate group led by Wells Fargo in an innovative structure pertaining to a Middle Eastern Investment Authority participating in the transaction.
  • Wells Fargo in an innovative $250 million financing of the Kings Plaza Shopping Mall located in New York, New York.
  • Wells Fargo in the $230 million acquisition financing for 100 Church Street in New York to SL Green.
  • Wells Fargo in a $122.5 million financing to an affiliate of Blackstone in connection with refinancing of repositioning of Westshore Mall in Tampa, Florida.
  • Wells Fargo in the origination of a $531.4 million refinancing loan for the Starrett City affordable housing complex in Brooklyn, NY, through Freddie Mac's Capital Markets Execution program, the largest single-asset affordable housing loan in Freddie Mac's history.
  • HSBC, as agent, for the $500 million syndicated financing of the Empire State Building, including complex structures due to the tiered operating lease structures of the building and the observatory.
  • HSBC, as agent, for the $150 million refinancing of the Plaza Hotel in New York, NY.
  • HSBC, as agent, for a syndicate of lenders in restructuring a $240 million fully advanced construction loan secured by a condominium project in Arlington, Virginia.
  • HSBC, as agent, in the restructuring of a $215 million syndicated construction loan on a condominium project in the Inner Harbor section of Baltimore, an ultra-luxury condominium managed by Ritz-Carlton known as The Residences, Inner Harbor, Baltimore.
  • HSBC, as agent, in a $150 million deed-in-lieu acquisition of 400 plus condominium units in two buildings and a separate residential building which are all part of a multi-use project in Miami, Florida.
  • Brookfield Financial, an investor in the Las Vegas Hard Rock Hotel & Casino, in amending the terms, and extending the maturity date of, mortgage and mezzanine loans secured under a CMBS facility, secured by the hotel and casino.
  • Brookfield Properties Corp. in its investment in a portfolio of 28 Washington, D.C., office buildings.
  • A major commercial mortgage loan special servicer in enforcing remedies on a mortgage loan secured by a pool of over 50 limited service hotels located in multiple states, where the loan was held by three separate lenders, two of which were securitization trusts
  • An investment bank in connection with a $185 million mortgage loan secured by an office building in Washington D.C.
  • An investment bank in connection with a $210 million mortgage and mezzanine loan secured by an office building in downtown Chicago.
  • An investment bank in connection with an $80 million mortgage loan secured by a luxury hotel property in New York City.
  • Westbrook Partners in  the purchase of mortgage and mezzanine loans in the aggregate amount of $170 million on multi-family complex in Washington, D.C.
  • Westbrook Partners in the purchase of mortgage loan on Saint Vincents Hospital housing facility.
  • Westbrook Partners in purchases of B notes, mezzanine loans and junior participation in mortgage loans.
  • Westbrook Partners in purchases of hotels in Washington, D.C., San Diego, California and Framingham, Massachusetts.
  • Royal Bank of Scotland in a $200 million Simon's refinancing of its Town Center at Cobb property.
  • Royal Bank of Scotland in a $102 million mortgage and mezzanine loans on regional shopping center in Plano, Texas.
  • Royal Bank of Scotland in a $48.5 million mortgage loan on shopping center in Port Charlotte, Florida.

Loan Servicing:

  • Bank of America as special servicer in a multi-billion dollar restructuring of a Blackstone portfolio.
  • A special servicer in the workout and restructuring of a $280 million securitized mortgage loan secured by 14 hotels in various jurisdictions, together with the review and approval of the restructuring of five layers of mezzanine debt.
  • A major commercial mortgage loan special servicer in enforcing remedies on a mortgage loan secured by a pool of over 50 limited service hotels located in multiple states, a unique transaction that tested the complex loan structuring and involved local counsel in more than 10 other states.
  • A major commercial mortgage company as special servicer in connection with Buildings 1, 2, 4 and 5 of the World Trade Center, New York, and a major commercial bank as special servicer in connection with 7 World Trade Center, New York (each following the events of 9/11).
  • A major financial institution as special servicer in connection with the workout of various defaulted securitized condominium conversion loans, with multilevel capital structures (i.e., mezz and participations).
  • A major financial institution as special servicer in connection with the assumption of a defaulted securitized multifamily portfolio loan by the related mezzanine lender.
  • A major financial institution as special servicer in connection with the sale of a defaulted securitized multifamily loan to a third party.
  • A major financial institution as special servicer in connection with the taking of a deed in lieu with respect to a mature defaulted securitized office loan and the subsequent sale of the related asset to a third party.
  • A major financial institution as special servicer in connection with the foreclosure by the related mezzanine lender of a defaulted mezzanine loan secured by interests in the mortgage borrower on a related securitized mortgage loan regarding a hotel in Aruba, with a multilevel capital structure (i.e., mezz and participations).
  • The special servicer in the HOTELoC securitization, among the largest CMBS workouts in Europe, including supervising a restructuring of the borrower group that involved an equity for subordinated debt swap; redrafting operating agreements to settle disputes between the borrower and operator; and securing operator consents and noteholder approval for the sale of 31 hotel properties in a three year period.
  • A London bank as servicer and special servicer, and in the subsequent acquisition, of a 100% participation in a mortgage loan securitized by an Irish issuer.

NEWS

RESOURCES

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
Cross, Jeremy Partner London
T. +44 (0) 20 7170 8530
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
McInerney, William P. Partner New York
T. +1 212 504 6118
Neuman, Bonnie A. Partner New York
T. +1 212 504 5625
Silverstein, Gary T. Partner New York
T. +1 212 504 6858

Contact(s)

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