Practice Area
Panel
- Contributing Author
1 Contributions by Oliver Ellington
PRACTICE NOTES
Substituting Security in Real Estate Finance: Release and New Charge vs Deed of Substitution—Risks, Consents and Companies House and HM Land Registry Issues (England and Wales)
When/why would a lender or a borrower want to substitute security in a real estate finance (REF) transaction?
The choice by a lender or borrower to replace security in a REF deal will typically be shaped by the borrower’s business, the character of its property investments, and the current economic environment.
The two most frequent situations are:
where the lender has security over a property portfolio and has agreed, in the loan and security documents, a mechanism enabling assets within the charged pool to be swapped for alternative properties
where the borrower manages a business with a fluid investment portfolio—for instance, an investment fund—so it faces commercial pressure to act quickly on purchases or sales, and therefore seeks, under its financing and security arrangements, the flexibility to dispose of properties and replace them with new ones
Additional drivers for contemplating a substitution include unlocking capital (either delivered to the borrower as equity or to the lender through partial repayments of debt) or to permit a non-performing property asset to...
Banking & Finance
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