How To Buy Distressed Real Estate and Loans A Primer for Investors and Developers
Welcome Purpose/Goals Website address if you wish to review post event: http://www.dlapiper.com/re_breakfast_briefing/ Sandra Kellman Global Hospitality & Leisure Sector 's How to Buy Distressed RE & Loans
Program Introduction of Panelists Richard Klawiter Jim Beard Real Estate Peter Ross Real Estate Tim Brink Market Observations Bridging the Bid-Ask Gap Buying Asset out of Bankruptcy/Section 363 Sale Questions and Answers 's How to Buy Distressed RE & Loans
Market Observations Real Estate Workouts below the radar screen Equity Takeovers Mezzanine Loan Foreclosures Beginning Peter Ross Real Estate Jim Beard Real Estate Residential/Condominium Projects Construction Other Commercial Maturing Debt Other Distress 's How to Buy Distressed RE & Loans
Market Observations Real Estate Liquidity Lending Close to None Investors with Money Peter Ross Real Estate Jim Beard Real Estate Hoarding Cash for Rainy Day Uncertain Values 25% IRR Expectations 's How to Buy Distressed RE & Loans
Market Observations Real Estate Peter Ross Real Estate Jim Beard Real Estate Loan Portfolio Activity Huge Demand/Limited Product National Banks Focused on Bigger Problems Regional Banks Beginning to Sell FDIC Actively making loan portfolios Information available on www.fdic.org Bid/Ask GAP TARP Recapitalization provides incentive to dispose of assets 's How to Buy Distressed RE & Loans
Bridging the Bid-Ask Gap Gap Bridging Structures - Joint Venture Structure Peter Ross Real Estate Jim Beard Real Estate 's How to Buy Distressed RE & Loans
Bridging the Bid-Ask Gap Gap Bridging Structures FDIC Structure Peter Ross Real Estate Jim Beard Real Estate 's How to Buy Distressed RE & Loans
Market Observations Bankruptcy Distressed M&A Timothy Brink $350 billion on the sidelines TheStreet.com, November 21, 2008 Cash is King Banks, financial institutions, investors are hoarding cash Credit markets have dried up Loans are being made only to borrowers who don t need it As economy rebounds, bankruptcy filings may increase Tight credit makes bankruptcy difficult DIP and exit financing is unavailable 's How to Buy Distressed RE & Loans
Market Observations Bankruptcy Timothy Brink Single asset real estate cases Fast track rules Financing a must Prepackaged bankruptcies Petition filed with sale motion and stalking horse bid, or. Petition filed with plan (often calling for sale/liquidation) 's How to Buy Distressed RE & Loans
Market Observations Bankruptcy Timothy Brink Bankruptcy Code Section 363 as a tool Pros and Cons of buying assets out of bankruptcy Process Stalking horse bid Asset purchase agreement Bankruptcy Court orders 's How to Buy Distressed RE & Loans
Pros and Cons of Buying Assets out of Bankruptcy Timothy Brink Buying outside of bankruptcy (Pros) Faster, less expensive (e.g., ABC) Avoid trustee oversight, creditor involvement Court approval not required May avoid auction/competitive bidding process Buying outside of bankruptcy (Cons) Zone of insolvency concerns Exposure to fraudulent transfer attack Need for appraisal, fairness opinion Successor liability risks Potential for involuntary bankruptcy filing, other legal challenges 's How to Buy Distressed RE & Loans
Pros and Cons of Buying Assets out of Bankruptcy Timothy Brink Buying assets in a bankruptcy proceeding (Pros) As stalking horse, can tailor APA Approved by court order, good faith finding Free and clear sale Can have contracts and leases assumed/assigned, renegotiated Buying assets in a bankruptcy proceeding (Cons) Can be time-consuming Involves multiple parties Subject to court approval Difficult to avoid auction/competitive bidding process, which can drive up the price of the asset 's How to Buy Distressed RE & Loans
Section 363 Sale Process Timothy Brink Debtor hires investment banker/broker Banker/broker markets assets Buyer develops structure of offer Buyer negotiates stalking horse protections, sale procedures Sale procedures hearing Auction Hearing to approve sale to winning bidder 's How to Buy Distressed RE & Loans
Being a Stalking Horse Bidder Timothy Brink Stalking horse bidder sets the rules of the game (Price, deposit, assumed liabilities, other terms) Right to approve bid procedures order (i.e., above and below the line of findings by the Bankruptcy Court) Control document and due diligence process (i.e., the stalking horse bidder will negotiate the APA that all other bidders will have to accept) Bid protection (including break-up fee and expense reimbursement) Advantages of not being the stalking horse bidder (i.e., AK Steel strategy) 's How to Buy Distressed RE & Loans
Negotiating the Asset Purchase Agreement Timothy Brink Purchase price issues Assets acquired, excluded Assumed liabilities Reps and warranties unique to bankruptcy Covenants unique to bankruptcy Involvement in debtor s business while sale process unfolds MAC as a termination event 's How to Buy Distressed RE & Loans
The Sale Timothy Brink Sale Procedures Order Bidder qualification Assets (all assets vs. lots) Bid increments Form of APA Due diligence, financing and other contingencies 's How to Buy Distressed RE & Loans
The Sale Timothy Brink Sale Order Findings of fact and conclusions of law in Sale Order are critical Good faith finding Free and clear issues unique to real estate include. Stamp or other transfer taxes Section 1146 Mechanics liens Section 363(f) Environmental liabilities Leases Section 365(h) Easements Zoning 's How to Buy Distressed RE & Loans
How To Buy Distressed Real Estate and Loans Questions 's How to Buy Distressed RE & Loans
How To Buy Distressed Real Estate and Loans For more information or to review taped session please go to: http://www.dlapiper.com/re_breakfast_briefing 's How to Buy Distressed RE & Loans