An Introduction to Commercial Real Estate Transactions: The Big Four (Florida)

This course offers cutting-edge analysis and instruction on the four critical areas you’ll face in a commercial real estate transaction.  Each topic is addressed from multiple perspectives – an approach that registrants praise for providing nuance and greater understanding.

All registrants receive a substantial set of digital course materials gathered together specifically for this course, including all items that serve as the basis for comments made by the faculty.

Time is reserved throughout the program to get answers to your most pressing questions.

Who Should Attend

This course is designed for lawyers new to the area of commercial real estate transactions who represent, or want to represent, owners, developers, lenders, investors, landlords, and tenants, but it will also be useful to all lawyers in commercial real estate practices and to all real estate brokers, asset managers, and facilities managers.

And for experienced real estate practitioners who have been out of the game for a while, or have not worked in the commercial realm, the course provides an overview and update.  For general practitioners occasionally involved in real estate transactions, the course provides a comprehensive reference.

What you’ll learn

The day is broken up into only four sessions in order to provide an in-depth look and instruction on the four focused topics, instead of a broad survey course with many topics and speakers.

We’ll start with the various pitfalls you’ll face with commercial leasing and how to avoid making the most dangerous mistakes. This discussion includes an overview of negotiating the lease, including goals, traps of the boilerplate (very important!) and keeping the lender happy.

Next, our speaker will go into detail regarding the economic and operational covenants that should be in commercial leases. He will go on to cover the apportionment of risk related covenants, including insurance, indemnities, casualty, refurbishing, condemnation, environmental matters, assignment and subordination.

Lastly, you’ll learn about remedies when the commercial lease goes wrong.

Our second session will go into the life of the Real Estate Deal – the purchase and sale transaction. This discussion includes a general overview of the deal, then delves into the pre-purchase and sale contract, including brokerage agreements, presenting the property, LOIs, and bid procedures

Our experienced faculty will then walk you through the Purchase and Sale Agreement. First he will discuss how to negotiate the contract and what the significant deal points and considerations are.

He’ll cover how you draft it and broker participation. He’ll cover critical components such as deposits, the due diligence period, title and survey, financing, representations and warranties, closing costs and pro-rations, assignability, default and remedies. Last but not least, he’ll get into closing.

In our third session of the day, you will learn all about commercial loan documents. You’ll learn why the documents are so important, the basics about loan commitment, your agreement, the promissory note, and the mortgage and deed of trust. This session will also include a discussion about the Environmental Indemnity Agreement, guarantees, and reserve agreements.

Our last session of the day deals with title insurance in the commercial context – something no Commercial Real Estates seminar can do without. It includes an overview of residential v. commercial and lender’s v. owner’s coverage. Your speaker will discuss Schedule A and B-I Requirements and Schedule B-II Exceptions. Deletion of Standard exceptions will also be discussed

The program will wrap up with a discussion about how all of the topics discussed during the day merge together in forming the final policy.

This is an in-depth, invaluable program designed to help the newer commercial real estate practitioner do their job right and do their job well. It will help you know how to avoid mistakes, how to negotiate on your client’s behalf, how to protect your client and how to complete the transactions successfully.

And it is a not-to-miss program for anyone interested in commercial real estate transactions.

 

This program will also be recorded live and will be available approximately two weeks after the program. If you cannot attend, be sure to pre-order it.  Please click on the “Audio CD or Download” tab to the right if you want to pre-order it.

 

Agenda

Morning Session: 9:00 a.m. – 12:15 p.m. 

9:00 – 10:30
Pitfalls in Commercial Leasing: Avoiding the Dangers

  • Introduction: Avoiding the Pitfalls and the Problems in Negotiating and Living with a Commercial Lease
    • Essential Goals of a Commercial Lease
    • The Traps of the Boilerplate Lease
    • Keeping the Lender Happy
    • Goal of this Discussion
  • The Basic Information and Economic Covenants of the Lease
    • Recitals/Introduction
    • The Premises
    • The Term
    • Base Rent
    • Additional Rent
  • Operational Covenants
    • Use Provisions
    • Maintenance of Premises and Common Areas
    • Parking
    • Utilities; Interruption of Services
    • Alterations to the Premises and the Project
  • Apportionment of Risk Covenants
    • Insurance Requirements
    • Indemnities
    • Casualty
    • Tenant’s Completion of Refixturing or Refurbishing Interior Space
    • Condemnation
    • Environmental Matters
    • Assignment and Subletting
    • Subordination, Attornment and Non-Disturbance
  • Remedies
    • Events of Default
    • Possessory Remedies
    • Economic Remedies
    • Attorneys’ Fees; Waiver of Jury Trial; Alternative Dispute Resolution

10:30 – 10:45
BREAK

10:45 – 12:15
Purchase and Sale Transactions
The Life Cycle of a Real Estate Deal

  • Introduction
    • Essential Stages of a Real Estate Purchase and Sale Transaction
    • Certain Basic Immutable Truths
    • Goals of this Presentation
  • Pre-Purchase and Sale Contract – Brokerage Agreements, Presenting the Property, LOIs, Bid Procedures
    • Brokerage Agreement between Seller and Broker
    • Introduction of the Property to Prospects
    • Letter of Intent
    • Bid Process
  • Purchase and Sale Agreement
    • Drafting the P&S Agreement and Broker Participation
    • Negotiation of the Contract: Significant Deal Points and Considerations
    • Deposits
    • Due Diligence Period
    • Title and Survey
    • Financing
    • Representations and Warranties
    • Closing Costs and Pro-rations
    • Assignability of P&S Agreement
    • Default and Remedies
    • Closing
  • Q&A

12:15 – 1:15
Lunch
(Optional ticketed lunch)

Afternoon Session: 1:15 – 5:00 p.m.

1:15 – 2:45
Commercial Loan Documents

  • Why loan documents are so important
    • Attach to real property
    • Paper trail
  • Loan Commitment
    • Basics that should be covered
  • Loan Agreement
  • Promissory Note
  • Mortgage/Deed of Trust
  • Environmental Indemnity Agreement
  • Guaranty
    • Payment Guaranty
    • Performance Guaranty
  • Reserve Agreements

2:45 – 3:00
BREAK

3:00 – 4:45
Title insurance in the commercial context

  • What is Title Insurance in Commercial context?
    • Residential vs. Commercial
    • Lenders vs. Owners coverage
  • Schedule A and B-I Requirements
    • Legal Description Issues
    • Corporate Documentation
  • Schedule B-II Exceptions
    • Endorsements/Aff Coverage
  • Deletion of Standard exceptions
    • OA Reps
    • Mechanic Lien Review
    • Survey
    • Tenant Info
    • Loan Docs
  • How all topics discussed during the day merge together in forming the final policy.

4:45 – 5:00
Final Q/A

Date/Time/Location

September 28, 2018
9:00 a.m. – 5:00 p.m.
Check in between 8:30 – 9:00 a.m.

(optional, prepaid boxed lunch, or on your own)

Courtyard Ft. Lauderdale Airport & Cruise Port Hotel by Marriott
400 Gulf Stream Way
Dania Beach, FL 33004

Testimonials

The following testimonials are from our previous Real Estate Overview course held in Florida:

“Very informative and effective seminar.” – E. Briggs, Esq.

“I especially liked the practice tips.” – L. Taylor, Esq.

“The talk on leases was clear and methodical.”

“Materials were…helpfully put together. They referenced relevant law and will be useful to review in the future. He was very engaging.”

“Excellent presentation. Very detailed, thorough and covered the basics.”

“The speakers were great — it was 101 level, so an overview of all topics was what was appropriate.”

“Interesting. The topic of Execution of Documents was very useful.”

“Very informative and useful.”

“Detailed outlines were excellent.”

“Liked the handout.”

“Knowledgeable speakers.”

Faculty

Vanessa Vabreu

1st American Title

Check back soon for full bio. 


Helene Gray, Esq.

Buchanan Ingersoll & Rooney PC

Helene J. Gray is an associate in the Banking and Finance and Real Estate section of the firm’s Fort Lauderdale office.

Prior to joining the firm, Helene served as in-house counsel for one of the largest title insurance companies, where she underwrote and advised on national commercial transactions. She also has experience representing financial institutions and commercial mortgage-backed servicers in all areas of commercial lending, including, loan originations and dispositions, restructurings, leasing, foreclosures, and dispositions of assets. Throughout her career, she has handled commercial real estate and finance transactions as well as structure, document, and advise on condominium and homeowners’ association issues.


George Pincus, Esq.
Shareholder
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

George A. Pincus is a Shareholder in the Real Estate Department and serves as a member of the Firm’s Board of Directors. As a transactional real estate lawyer, his practice focuses on office, industrial, retail and build-to-suit leasing representing both landlords and tenants, purchase and sale transactions for both buyers and sellers of office, industrial, retail, multifamily and vacant/developable land projects, real estate finance transactions with an emphasis on representing borrowers and developers in construction loans, term loans and refinancings with banks and life lenders, CMBS loans from securitized lenders, and multifamily loans from Fannie Mae and Freddie Mac, real estate private equity transactions, real estate development matters, and distressed debt transactions involving the purchase of defaulted mortgage loans from lenders and special servicers.

George has been actively involved in NAIOP, Commercial Real Estate Development Association for many years and has served in a variety of leadership positions in NAIOP’s local, state and national organizations. He has published articles on commercial leasing topics and teaches continuing education classes and webinars sponsored by the Florida Bar, NAIOP, and other real estate professional organizations on commercial leasing, real estate transactions, finance and development.

With depth of experience in representing landlords, tenants, buyers, sellers, developers, borrowers, funds and investors in real estate and real estate related private equity transactions, George is a solution-driven attorney who recognizes the importance of closing deals for his clients.


Eric Rapkin, Esq.
Chair, Real Estate Practice Group
Akerman LLP

 

Eric Rapkin serves as chair of Akerman’s Real Estate Practice Group, one of the nation’s top-ranked real estate legal teams representing developers, investors, and other real estate end users in complex transactions, development and redevelopment projects, public-private initiatives, loan origination and recoveries, and litigation matters across the United States and Latin America.

 

A consummate dealmaker, Eric’s practice focuses on sophisticated commercial real estate transactions, including the leasing, acquisition, disposition, and financing of office towers, shopping centers, industrial properties, hotels, and medical office buildings for top developers, institutional investors, and investment funds.

Recognized by Chambers USA as “a very knowledgeable resource on leasing transactions,” as well as noting that “he approaches things from a business perspective,” Eric has finalized deals for many millions of square feet of office, retail, industrial, and mixed-use projects. He is well versed in build-to-suit projects, possessing a detailed knowledge of the complex construction provisions that are central to these deals. Eric is also experienced in office tower acquisitions and dispositions and major public-private partnership transactions.

]Eric has served in numerous leaderships roles in the real estate sector, including the International Council of Shopping Centers (ICSC) and NAIOP Commercial Real Estate Development Association.

 


Fees

Registration fees are per person.

Individual: $425
Group: $399 per person for 2 or more from the same company pre-registering at the same time
Government employee/Legal Aid* Rate: $375
Law Students/paralegals*: $235  (current JD students only)

Program materials:

We’ve gone green.  Registration fees include an electronic copy of your handbook emailed one week in advance of the program.  Be sure to check your spam folder if you don’t see it by then.

If you prefer, you may order a hard copy of the handout to be provided the day of the program for $25. To do so, please be sure to check the box when you register. If you want a hard copy, you must order it when you register; there will not be any available for purchase the day of the program.

* Law Student Rate is for current law students only.

** Legal Aid attorneys are those attorneys employed by Legal Aid/non-profit firms. It does not include attorneys who have their own practice, or are employed by law firms, that volunteer their time for non-profit causes or take on pro-bono cases.

Full and partial scholarships may be available to a limited number of Legal Aid attorneys, based upon registration. Please call (877) 858-3848 to discuss or email your request to info@pincusproed.com.

 

CLE Credits

FL General:  This program is approved for 8.0 general CLE in Florida through March 28, 2020.
Business Litigation: 8.0 units through March 28, 2020.
Real Estate: 8.0 units through March 28, 2020.

CA General:  This program is approved for 6.5 units of general CLE in California.

NJ General: The LIVE session of this course is approved, under New Jersey’s CLE Approved Jurisdiction policy, for 6.5 CLE units. Pincus Professional Education is a CA Accredited Provider, which is a NJ approved jurisdiction. See the New Jersey State CLE Board Regulations and Guidelines for further information.

NY General: The LIVE session of this course is approved, under New York’s CLE Approved Jurisdiction policy, for 6.5 CLE units. Pincus Professional Education is a CA Accredited Provider, which is a NY approved jurisdiction. See Section 6 of the New York State CLE Board Regulations and Guidelines for further information.

This program is approved for CLE in the states listed above.  Upon request, Pincus Pro Ed will provide any information an attorney needs to support their application for CLE approval in other states other than what is listed above.

Terms & Refund Policies

Recording policy: No audio or video recording of any program is permitted.

Seminar Cancellations: Should you be unable to attend for any reason, please inform us in writing no later than 14 days prior to the event and a credit voucher will be issued. If you prefer, a refund, less a $50 non-refundable deposit, will be issued. No refunds or credits will be given for cancellations received within 14 days of an event. However, if you notify us within 14 days of an event, and wish to convert your in-person attendance registration to an Audio CD package (with handout), we can do so. A small additional shipping charge, and sales tax in CA, will be incurred. No shipping charge is incurred for downloads. We will also issue a voucher for the amount paid if you notify us within 14 days and prefer not to have the audio recording.

Substitutions may be made at any time.

Reminder: The room temperature at hotels and other seminar locations are notoriously hard to control. Please bring a sweater or jacket in case it gets cold and/or layer as if you are going to the movies so you are comfortable.

For policies related to audio products, please select “I want a download or CD” on the right.

$235.00$425.00 each

Fort Lauderdale, FL | September 28, 2018

Clear

Luncheon

Printed Materials

[ All attendees receive a pdf of the materials one week prior to the program. To purchase a printed hard copy, please select this option to order it now. ]

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