Real Estate Acquisition Financing from the Lender s Perspective
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1 Real Estate Acquisition Financing from the Lender s Perspective D. James Papadimitriou February 23, 2016
2 I. Due diligence 2 Type of acquisition (assets/shares) Reports of the borrower/buyer Title / Existing charges Off-titles Litigation/movable securities (applicable jurisdictions) Environment/Notice of contamination Physical condition Zoning Survey/Certificate of Location Reliance Letters
3 Due diligence (continued) 3 Review of the acquisition documents Buyer s identity (non-residents) Representations and warranties/survival period/withholdings Seller s disclosures with restrictions on the recourses of the buyer (monetary/deductible) Competition Act ($86M) and other consents Assignability of the purchase and sale agreement Separate agreements for the transfer of certain properties
4 II. Acquisition of Shares 4 Nominee/active company Due diligence of the buyer (working relationships, environment, tax debt) and representations of the seller Purchase prise allocation Taking of securities by the nominee and the beneficial owner (authorization by the nominee s Board of Directors prior to the sale and the lender s hypothec)
5 II. Acquisition of shares (continued) 5 Hypothec on the buyer s rights in the purchase and sale agreement Importance of title insurance policies with GAP endorsements (no registration of the deed of sale) Anti-avoidance rule Review of the off-title transfer Disbursements under escrow for asset acquisitions
6 III. Loan Assumption 6 Taking/Transfer of securities No express novation No cross defaults
7 IV. Estoppels/Head Lease 7 Addressed to the buyer and the hypothecary creditor Date of the estoppel certificates Buyer s certificate in lieu of missing estoppels Claims disclosed in the estoppel Head lease the buyer becomes a lessee Verify the term, the release mechanism of the lessee-buyer
8 8 V. Escrow Agreements Attorneys of the buyer/seller Payment of prepayment penalties in case of non-disbursement Correction of adverse entries Electronic registrations
9 9 Members of our team: D. James Papadimitriou (514) Sébastien Thomas (514) Marie-Josée Marcoux (514) Valérie Mac-Seing (514) Annie Gagnon-Larocque (514) Charles Flicker (514) Mary Pagonis (514)
10 10 VANCOUVER Suite 1300, 777 Dunsmuir Street P.O. Box 10424, Pacific Centre Vancouver (Colombie-Britannique) V7Y 1K2 Tél. : Téléc. : Sans frais : CALGARY Suite 3300, 421 7th Avenue SW Calgary (Alberta) T2P 4K9 Tél. : Téléc. : Sans frais : TORONTO Box 48, Suite 5300 Toronto Dominion Bank Tower Toronto (Ontario) M5K 1E6 Tél. : Téléc. : Sans frais : MONTRÉAL Bureau , rue De La Gauchetière Ouest Montréal (Québec) H3B 0A2 Tél. : Téléc. : Sans frais : QUÉBEC Le Complexe St-Amable 500, Grande-Allée Est, 9 e étage Québec (Québec) G1R 2J7 Tél. : Téléc. : Sans frais : ROYAUME-UNI & EUROPE 125 Old Broad Street, 26th Floor London EC2N 1AR ROYAUME-UNI Tél. : +44 (0) Téléc. : +44 (0)
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