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Commercial Real Estate Finance

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Miller Canfield’s banking and finance team brings a market-wise and creative perspective to our CRE lenders. We pair that with a deep understanding of lending, credit, capital markets and both regional and industry trends. We facilitate the thorough consideration of options and strategies necessary in the origination and transaction management of CRE loans and lender relationships.

We provide CRE lending guidance and representation grounded in our long experience with fundamental commercial real estate issues related to acquisition and disposition, land development and construction, leasing, zoning and planning, tax, title, property management, regulation and compliance, environmental, contracting, investment structuring, joint ventures, public-private partnerships and economic incentives. 

Wide-Ranging Client Base and Experience

Our lending clients include banks, investment banks, life companies and other institutional lenders as well as mortgage bankers, conduits, governmental agencies, REITs and other non-bank lenders.

Comprehensive Property Type Experience

Our experience ranges over the spectrum of property types, including office, retail, multifamily, hotel, resort, industrial, self-storage, warehouse, marina and mixed-use properties and manufactured housing communities. We have broad experience with sports complexes and arenas, parking structures, condominiums, residential development, single-family rental portfolios, ground leases and air rights.

Deep Drafting and Negotiation Expertise and Experience

We structure, negotiate and document transactions ranging from high volume lending programs through custom and complex fixed, floating and float-to-fixed rate portfolio and CMBS finance transactions. These include term, bridge and revolving facilities, land acquisition, development, construction and repositioning loans, senior, pari passu, mezzanine and subordinate debt, preferred equity, cash-managed and cross-collateralized facilities.

Extensive Credit Facility and Multi-State Structuring

We have extensive experience in connection with:

  • Multi-state transactions
  • Intercreditor and subordination arrangements
  • A/B notes
  • Participations
  • Syndications
  • Co-lending
  • Club financing
  • Preferred equity
  • Strategic alliances
  • Licensing issues
  • Servicing agreements
  • Table funding and conduit arrangements
  • Mortgage loan purchase agreements
  • Warehouse and repurchase agreements
  • Whole loan portfolio purchase and sale agreements
  • Assumptions and pooling
  • Servicing agreements

Syndicated, Co-Lender and Club Facilities

We have extensive expertise and experience in the representation of administrative agents in drafting, negotiating, processing and closing syndicated financings involving two-bank, and medium and large bank groups on a regional and national basis.

Non-Traditional and Non-Domestic Borrower Credit Support

We work closely with our clients, including private banking business lines, in connection with loans to, or guaranteed by, non-traditional and foreign parties. These parties include a range of trusts (as with intentionally defective grantor trusts and domestic and offshore asset protection trusts), family limited partnerships/limited liability companies, and other complex estate and asset planning configurations.

Tax-Advantaged and State Sponsored Facilities

We have long and significant experience with New Markets Tax Credit (NMTC), Low Income Housing Tax Credit (LITC), Historic Rehabilitation Tax Credit (HTC), state-sponsored Brownfield redevelopment programs and other tax-advantaged financing.

Interest Rate Risk Management

We routinely counsel banking clients on interest rate risk mitigation products, including forward-rate contracts, forward rate agreements, futures contracts, interest rate swaps, options, swaptions, embedded options, caps, floors and collars.

Partnering in the Design and Development of Lending Programs

Members of our team have been extensively involved in the collaborative design and development of both portfolio and CMBS lending programs and documentation, as well as systematic underwriting, diligence, processing and closing processes and technologies.

Efficient Team Structuring and Lean Processes - Reliable Results

Our collaborative lean processes, proprietary software and experienced paraprofessional staff enable us to cost-effectively and predictably manage and document a high volume of both production and unique, varied and complex transactions while permitting our attorneys to focus on collaborative transaction leadership and resolving key legal issues.

We have regularly advise clients in a diverse array of real estate financing facilities, including among them the following:

  • Permanent, acquisition and construction loans
  • CMBS loans, both direct origination and conduit facilities, including large production programs as well as highly negotiated facilities
  • Term, bridge and revolving credit facilities
  • A/B tiered structures
  • Secured and unsecured credit facilities
  • Mezzanine loans and preferred equity
  • Warehouse and repurchase lines
  • Synthetic and leveraged leases and leasehold financings
  • Syndication, sale and portfolio acquisition
  • Intercreditor, co-lender and participation arrangements

In this activity we have been regularly engaged with the following:

Commercial Real Estate Loan Originations

We represent national, regional and state bank and nonbank financial institutions in the origination, acquisition or disposition of several thousand CRE mortgage loans destined for portfolio, syndication or securitization, ranging from small balance programs to large and complex facilities, and aggregating well in excess of $2 billion. Among these engagements have been the following:

  • Representation of national bank CMBS lenders in connection the closing and securitization of well over a thousand CRE loans in virtually every State, including industry leading “small balance”(under $15 million) loan programs
  • $20 million multi-property/multi-borrower facility for acquisition of a portfolio of Dollar General Stores in multiple counties in both Texas and Alabama
  • Ongoing representation of the wealth management division of a major national bank in connection with the origination of commercial real estate secured portfolio loans across the country
  • Program and closing counsel for a New York based investment bank specializing in loans secured by pools of single family rental homes, typically located in multiple states
  • Represented a New York based affiliate of a large investment bank in connection with origination of line of credit bridge loans secured by the membership interest in the borrower, and the subsequent conversion of those bridge loans to term loans secured by pools of numerous properties
  • Imaginative structuring of Loan on Superfund site – Structuring of a two level land condominium, with the polluted subsurface unit capped and held by the Ford Motor Company (with full indemnity) and the surface and near-surface unit separately owned by a commercial developer, with financing of the subsequent development of a major retail center
  • $92 million multi-property, multi-state resort hotel loan restructuring and full re-documentation
  • $75.5 million multistate multifamily loan
  • $22.3 million airport parking loan
  • $39 million financing of former Army Depot converted to offices and research
  • $18 million big box shopping center loan
  • $45.6 million multifamily Freddie Mac loan
  • $179 million three-bank multistate restaurant franchise financing facility
  • $50 million corporate acquisition package
  • $150 million mortgage and asset-backed repo facility
  • $35 million series of earnout, bridge, and mezzanine loans
  • Major CRE servicing fee revolving working capital line of credit

Construction Lending

  • $62 million bridge-to-construction financing for a commercial/residential project in mid-town Manhattan
  • Syndicated secured construction loan for development of a mixed use project consisting of retail, office and residential apartments in the West Loop in Chicago
  • Syndicated secured construction loan for development of a warehousing and light industrial project in the Pilsen neighborhood in Chicago
  • Construction loan for the Gateway to the West Loop project in Chicago, and issuing a letter of credit to support tax increment allocation financing provided by the City of Chicago
  • Loan to finance the purchase of bonds issued by the Portage County, OH Port Authority, the proceeds of which were used to construct a build-to-suit manufacturing and warehouse facility
  • $10.8 million participated manufactured housing property construction loan
  • $8.5 million syndicated hotel renovation loan
  • $145.0 million five-bank stadium construction and financing package
  • Multi-stage financing for acquisition, development and construction of first Cabela’s-anchored and the first Costco-anchored shopping center in West Michigan
  • Construction financing for renovation of Rowe Hotel building in downtown Grand Rapids
  • Construction financing for apartment building forming the outfield of wall of the Lansing Lugnuts stadium

Counselling and Advice

We are highly valued for our strategic, practical and market wise advice to senior lending executives in connection with credit issues, risk mitigation and complex facility structuring.

Development of CRE Lending Platforms, Processes and Documentation 

Extensive experience in the design and development of both portfolio and CMBS lending programs and systematic processes and documentation for both lenders and law firms. That experience includes strategic alliances, syndications, licensing issues, servicing agreements, table funding arrangements, mortgage loan purchase agreements, warehouse and repo agreements, origination and participation agreements, whole loan portfolio purchase and sale agreements and pooling and servicing agreements.

Document Automation

Miller Canfield is a national leader in the development and deployment of sophisticated transaction management and document automation software (currently supporting over 1,000 automated documents), as well as process design and knowledge management. In combination, we provide extraordinary value in terms of efficiencies and timeliness, consistent quality, assured best practices, and outstanding collaboration, response and reporting - all specifically developed to meet CRE lending volume and quality requirements.

Private Bank CRE Lending

We are extensively involved with the private bank of one of the most significant national banks, successfully bringing specialized commercial real estate finance knowledge, expertise, counselling and leadership to these high net worth, critical and highly customer-oriented relationships.

Wind Energy Development and Finance

We have been counsel on multiple wind energy development projects on behalf of lenders, investors and a major utility company developer/acquirer, including representation of various utility companies in acquisition of wind energy projects, some in excess of $150 million dollars and the development of several new wind energy projects.

Tax-Exempt/Credit/Incentive Financing

  • Lead counsel for the Ilitch/Little Caesars organization structuring and closing a transaction with the City of Detroit and the State of Michigan for the development of a new sports and entertainment facility in Detroit that serves as the new home for the Detroit Red Wings as well as a venue for other events. The project also encompasses the development of a substantial area around the new arena, commonly referred to as District Detroit, to include office, retail, hotel and residential developments. The overall investment in the project will exceed $850 million. Two series of bonds have been issued; one for $250 million which is a tax-exempt revenue bond supported by property tax revenues and the second for $200 million which is taxable, with private credit support
  • Lead counsel for the Detroit Tigers and the Ilitch organization in structuring and concluding with the City of Detroit and Wayne County for the land for Comerica Park and negotiation and closing of the project financing with Sumitomo Bank
  • Represented the purchaser of privately-placed tax-exempt bonds issued by the Illinois Finance Authority, the proceeds of which were used for renovation and construction projects at Chicago’s Navy Pier, including the purchase of a new Ferris wheel and construction of a new theatre
  • Historic Theatre Redevelopment Loan - Representation of private equity fund on an approximately $5.5 million investment in the $20 million redevelopment (public, private, and federal historic tax credits investments) of an historic Michigan theater
  • Represented national bank in construction financing for renovation and rehabilitation of large retailer in downtown Lansing, MI, involving Federal New Markets and Historic Rehabilitation Tax Credits and State of Michigan Historic Rehabilitation and Brownfield Redevelopment Tax Credits
  • Represented bank in letter of credit-backed City of Grand Rapids bond financing for conversion of federal building in downtown Grand Rapids into Kendall College of Art & Design at Ferris State University, involving Federal Historic Rehabilitation Tax Credits and State of Michigan Historic Rehabilitation and Brownfield Redevelopment Tax Credits
  • Represented bank in construction financing for 38 Commerce building in downtown Grand Rapids, Michigan, involving State of Michigan Brownfield Redevelopment Tax Credits
  • Represented bank in construction financing for conversion of downtown Grand Rapids, Michigan YMCA into The Fitzgerald condominiums, involving State of Michigan Historic Rehabilitation and Brownfield Redevelopment Tax Credits
  • Represented bank in construction financing to renovate and rehabilitate historical Flatiron Building in downtown Grand Rapids, involving State of Michigan Historic Rehabilitation and Brownfield Redevelopment Tax Credits
  • Represented bank in construction financing to renovate and rehabilitate Art Deco Junior Achievement building in downtown Grand Rapids, Michigan, involving State of Michigan Historic Rehabilitation and Brownfield Redevelopment Tax Credits, Brownfield Redevelopment Authority Tax Increment Financing, and City of Grand Rapids DDA Tax Increment Financing

Ground Lease Financing

  • Represented administrative agent and lead bank in $100 million syndicated financing for the acquisition and renovation of an office tower in Detroit secured by a long-term ground lease
  • Represented administrative agent and lead bank in $75 million syndicated loan to refinance and reposition a mixed use, multi-building project consisting of retail, restaurants, office and residential apartments in Phoenix secured by a long-term ground leases
  • Michigan opinion counsel for $4 billion multi-property, multi-state mortgage financing for Chrysler’s emergence from bankruptcy