Real estate
Ground leases, rate risk, and the return of the participating lender
Lenders are again asking for a share of realized value instead of margin. The drafting question is where participation ends and control begins.
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Practice Area
Real estate is a long-duration asset financed on short-duration assumptions. Most of our current work involves reconciling the two.
Practice contacts
We advise owners, developers, investors, and lenders on acquisition, development, leasing, and financing of real estate and infrastructure assets in the United States, the United Kingdom, and Southeast Asia.
The concentration of the practice has shifted with the market. A significant proportion of current instructions involve recapitalizing portfolios assembled in a low-rate environment and refinanced in a different one, which has brought participating and profit-share lending structures back into ordinary use.
On the infrastructure side we handle the contractual architecture of large projects — construction, offtake, interconnection, and the dispute resolution machinery — in coordination with our arbitration team, on the view that the people who resolve project disputes should have a say in how project contracts are written.
Capabilities
Portfolio and single-asset acquisitions, joint ventures with operating partners, and structured disposals.
Site assembly, planning and entitlement, construction procurement, and the phasing arrangements that govern multi-year schemes.
Senior, mezzanine, and participating debt, refinancings, and the intercreditor arrangements that determine control on default.
Structuring, rent review, and the drafting decisions that determine whether an index-linked income stream is genuinely protected.
Construction, interconnection, and offtake agreements for generation, transmission, and digital infrastructure.
The team
Representative Matters
An arbitration arising from a combined-cycle plant delivered twenty-two months late, in which the contemporaneous record proved more decisive than the expert evidence.
Eleven assets, a maturing facility, and a lender that wanted participation in the upside rather than a higher margin.
Industries
Generation, transmission, digital infrastructure, and the long-duration contracts behind them.
Banks, asset managers, insurers, and the payments businesses now regulated like all three.
Software, devices, and data businesses, and the older companies that have become them.
Universities, foundations, cultural institutions, and the investment offices that support them.
Speak to the firm
Describe the matter in general terms and name the parties involved. We run a conflicts check, usually within two business days, and a partner in the relevant practice will call you. The first conversation is not charged.