Cox, Castle & Nicholson has extensive experience representing and advising loan purchasers and sellers in connection with performing, sub-performing, and non-performing real estate loans and REO. We utilize an interdisciplinary approach to handle all aspects of an individual loan or loan portfolio purchase transaction – from the acquisition of loans to the disposition of loans and the underlying assets. We combine (i) our extraordinary expertise in negotiating and documenting distressed real estate loan portfolio purchase and sale transactions with (ii) the broad spectrum of skill sets critical to diligencing, acquiring, enforcing, restructuring, and disposing of distressed real estate assets.
Our attorneys have provided extensive representation to leading investment banks and major national banks, as well as regional and local firms, in numerous distressed real estate portfolio transactions. Among such transactions are some of the most visible, largest distressed real estate pool purchase and sale transactions occurring during the last major real estate down cycle.
Loan And REO Acquisition
In advising our clients, we offer them more than just a nuanced understanding of the purchase and sale contracts. Our integrated approach to distressed debt transactions and the negotiation of purchase and sale agreements involves balancing (i) those facts that can be established through seller disclosure and feasible cost effective due diligence with (ii) contractual assurances and protections designed to address those matters which cannot be so established. We seek to build integrity of information into the portfolio purchase process so that bids and go-hard dates for purchase money deposits and contractual commitments are based on a defined set of seller disclosures and representations and a timetable that affords the buyer a reasonable opportunity to perform its due diligence. Utilizing our vast experience in representing lenders and borrowers in the negotiation and documentation of loans, our dedicated team of distressed debt attorneys are able to analyze the loan documentation to determine the adequacy, completeness, and enforceability of such documentation; matters pertaining to title; issues affecting the priority of the seller's liens created by such documentation; issues presented by intercreditor, co-lender, and pooling and servicing agreements; issues concerning unfunded lender obligations required by such documentation; and assessing potential lender liability relative to the seller's asset management of the loans being sold. Our attorneys also have extensive experience in counseling the distressed loan purchaser in observing entity formalities, structuring entities and transactions to comply with lender licensure requirements and usury laws, and tax structuring and planning, at both the state and federal levels, for all types of transactions.
Once acquired, our depth and breadth of experience in representing lenders and owners of land allows our clients to realize on collateral for distressed loans and then the repositioning, development, and sale of that collateral. As a consequence, we routinely assist our clients with enforcement of loan documentation (including claims against guarantors), defense of lender liability claims, foreclosure, and ultimate recovery of real and personal property collateral. Once complete, or if REO property is acquired, our attorneys commonly assist in a wide range of real estate issues including property management and leasing, managing risks and liabilities, and in developing and implementing enforcement and recovery strategies, devising strategies to guide our clients in obtaining necessary entitlements, and in preserving and modifying existing entitlements for the underlying assets, exploring any risk associated with and implementing strategies on account of remediation activities and in brownfield development, and development and execution of tactics to reduce risk in all aspects of development and construction operations.