Getting to grips with the new LMA real estate finance intercreditor agreement

Getting to grips with the new LMA real estate finance intercreditor agreement

A new recommended form of intercreditor agreement for use in real estate finance transactions, the ‘REF Intercreditor’ (and user guide), has been launched by the LMA. The REF Intercreditor ranks creditors’ debt and their entitlements to the proceeds of any guarantees and security, and controls aspects such as when and by whom security might be enforced and when payments can be made by a borrower to a given class of creditor.

What is the background to the launch of this document?

The LMA REF Intercreditor has been produced in response to demand from market participants as a result of the increasing prevalence of loans provided via a combination of senior and mezzanine finance in real estate finance transactions. Despite the range of lending structures seen in the market, LMA members felt that a basic formulation of a standard form template, which is intended to be used as a starting point for negotiation only, would benefit the market by enabling the parties to focus on the key commercial terms.

In which circumstances can the REF Intercreditor be used?

The REF Intercreditor is designed to be used alongside the LMA's recommended form of facility agreement for real estate finance multi-property investment transactions.

The document is based on certain assumptions and has been prepared on the basis of one of several structures which are currently seen in the real estate finance market (as described in the user guide). It includes various optional provisions which may or may not be included in any particular transaction so that lawyers drafting an intercreditor agreement for real estate finance transactions can select the clauses that are needed for their particular transaction. The document is very much a starting point for draf

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About the author:

Meet Suzanna:

1. Banking and finance lawyer with experience in real estate finance, trade finance and aviation finance

2. Likes skiing, comedy shows and listening to live music

3. Thinks the law is not for the fainthearted

Suzanna has wide-ranging experience in banking and finance transactions with particular emphasis on advising lenders in the context of real estate finance and trade finance, and advising on ECA supported aviation finance transactions. Suzanna qualified as a solicitor in 2001 with Theodore Goddard (now Addleshaw Goddard LLP) and has since gained experience with Barclays Bank PLC, ECGD and Crédit Agricole CIB before joining LexisNexis.