On-Demand Content

Session 1: The Structure of Development Financing

• Course introduction and scene-setting
• Who are the key parties and when do they need to be involved/appointed
• Financing structures – senior, senior and mezzanine, equity and joint ventures
• The role of the guarantor – cost overruns, personal guarantees, completion guarantees
• The stages of a development financing:
  • Land acquisition, planning and site clearance
  • The development phase
  • The end game – refinancing, unit sales, leasing
     

Session 2: The Development Facility Agreement – commonly negotiated terms

• Ensuring the facility agreement fits with your development scheme
• Common pitfalls in documentation drafting
• Common financial covenants in a development financing
• The bank account structure in the LMA Development Facility Agreement and how drawdowns occur
• Cost overruns – how are they funded and when do they arise
• Taking an assignment of construction contracts – Mailbox (Birmingham) Ltd v Galliford Try Construction Ltd [2017] case
• Milestones and how to ensure that you achieve them
• VAT Facilities, their role and the tax treatment of construction costs
• ​Material Contractor events of default

Session 3: The Construction Parties and the Building Contract

• Who are the main construction parties and what are their roles?
• Different procurement routes/forms of building contract
• Collateral warranties and third-party rights – the complication with multiple variety of contracts with main and sub-contracts to agreements and understandings
• Due diligence on construction contracts:
  • Building contracts
  • Subcontracts
  • Professional appointments
  • Reports/surveys
  • Construction insurances
• Construction risks and insolvency

Session 4: Pitfalls and Strategies to avoid them

The case study, which will focus on the many pitfalls that can arise along the way and if the whole transaction falls apart, will be introduced and referenced throughout this session. It will look at a distressed transaction and will include:

• Exit solutions when the developer is in default
• Overview of enforcement options:
  • Sue on the debt
  • Seek possession
  • Appointment and role of LPA/fixed charge receivers
  • Liquidation
• Issues to consider claiming against guarantors
• Potential defences by developer borrowers
• What happens if the borrower enters into administration?