The Kilpatrick Townsend’s Real Estate Capital Markets team has been providing legal services to the capital markets industry since its origin in the Resolution Trust Corporation (RTC). To represent our clients effectively, we have experienced practitioners in all phases of the commercial mortgage securitization process – beginning with its underpinnings in the REMIC tax laws, through termination of the trusts and disposition or liquidation of trust assets. As a result, Kilpatrick Townsend is one of the few firms selected as REMIC counsel to major industry leaders and as exclusive counsel to select B-piece investors.

These industry leaders have retained the firm for specialized legal services, such as originating mortgage loans for securitizations and advising primary, master and special servicers with respect to general loan servicing and advances issues, loan modifications and consents, REMIC opinions, defeasances, workouts and exercise of remedial action and the operation and disposition of REO.

Key to the representation of originators is understanding not only the legal aspects of mortgage loan documentation and mortgage loan purchase agreements, but also the unique and evolving investment objectives and criteria of B-piece investors. We are familiar with all provisions of PSAs and subservicing agreements. Our attorneys develop plans to comply with such provisions and prepare the cases and materials necessary to obtain required approvals from the concerned parties to the securitization, such as controlling class representatives and rating agencies.

The firm often serves as lender’s counsel for various national banking associations, agencies and investment banks. We have also represented servicers, investors and sellers. What follows is a description of specific real estate capital markets services:

  • Conduit lending
  • Structuring and securitization of loan pools
  • Documenting the purchase, sale and structure of interests in commercial mortgage backed securities (CMBS) and collateralized debt obligations
  • Documenting transactions related to post securitizations servicing, special servicing, loan restructuring and REMIC compliance
  • Environmental and insurance advice impacting CMBS loans
  • Documenting the acquisition, transfer and termination of servicing rights
  • Workouts, restructuring of loans and the exercise of remedial actions, such as judicial and non-judicial foreclosures, receiverships and recoveries under carve out guaranties and environmental indemnities
  • Insurance claims, management and leasing agreements and dispositions of REO

Real Estate Capital Markets

Experience Highlights

Subordinate CMBS certificates in over 150 CMBS securitizations
Represented over a dozen different investors in the acquisition of subordinate CMBS certificates in over 150 CMBS securitizations including more
CMBS trusts and collateralized debt obligation transactions with respect to restructuring and liquidating loans
Represented special servicer for CMBS trusts and collateralized debt obligation transactions with respect to restructuring and liquidating loans more
Transactions for brokerage firms
Represented one of the leading U.S.-based brokerage firms in commercial loan transactions for its brokerage customers; loans secured by real and more
Defeasances of billions of dollars of CMBS loans
Represented servicer and special servicer in defeasances of billions of dollars of securitized mortgage loans. more

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