Structuring Credit Tenant Lease Financing: Alternative to Traditional Real Estate Debt Financing

Structuring Credit Tenant Lease Financing: Alternative to Traditional Real Estate Debt Financing

Balancing the Interests of Developers, Lenders, Tenants and Investors Today’s faculty features: 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10. THURSDAY, MARCH 12, 2015

. Structuring Credit Tenant Loan Financing: Alternative to Traditional Real Estate Debt Financing

Table of Contents

I. CTL Structure Overview

 I. National Association of Insurance Commissioners

 II. Tenants, Properties and Lease Types

 III. Typical Finance Structures

II. Advantages and disadvantages I

II. Legal and Structural Issues

 I. Lease financeability

  II. Structuring and documenting the transaction

IV. Trends in credit tenant lease financing 6 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing

CTL Structure

> National Association of Insurance Commissioners (NAIC)

 

 – An association whose members are the state insurance commissioners with a purpose to promote uniformity in state regulatory schemes

  – Purposes and Procedures Manual of the NAIC Securities Valuation Office (the “Guidelines”)  Schedule A: Real estate owned  Schedule B: Long-term mortgages  Schedule D: Bonds, preferred stock and common stock – NAIC Schedule D treatment: By following the Guidelines insurance companies are able to invest in real estate without incurring traditional real estate risks, while receiving favorable risk-based capital (RBC) treatment (i.e. the reserves required for an investment) – Definition of CTL from the Guidelines: “Mortgage loans that are made primarily in reliance on the credit standing of a major tenant, structured with an assignment of the rental payments to the lender with real property pledged as collateral in the form of a first lien” 7 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing CTL Structure > Tenants, Properties and Lease types – Tenants usually are investment grade (i.e., BBB- or better) – Public or private universities, hospitals, retailers, Federal, State, municipal, domestic or foreign – Any Real Estate  Retail, office, distribution center, computer center, call center, hotel, laboratory, hospital, warehouse, factory, special use,  Air rights  Building facade and systems  Leasehold interest  Condominiums 8 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing CTL Structure > Tenants, Properties and Lease types – Bond Lease: Tenant must: (i) pay rent come “hell or high water”, (ii) assume all obligations under the Lease (no landlord obligations even if landlord will be fully reimbursed) and (iii) not terminate the Lease without payment of the CTL debt in full (including upon the occurrence of a casualty or condemnation of the property) – Triple Net Lease: Tenant must pay rent “net” of predictable, ongoing expenses: property taxes, maintenance and insurance (and utilities))  Landlord may have certain obligations for non-predictable expenses such as repair latent defects in construction, environmental cleanup, repair roof and structure, enforce declaration of covenants, etc. – Double Net Lease: Landlord responsible for some recurring expenses. Typically one of the following expenses: property taxes, capital repair and replacement and insurance – Gross Lease: Landlord responsible for all expenses relating to the property although usually at least partially reimbursed by tenant (associated with a state or federal facility leases) 9 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Structures Credit Tenant Loan Basic Structure (For Bond or Triple-Net Lease, Single Property, Single Lender Transactions) 10 Lender Borrower/Landlord SPE Credit Tenant Note, Mortgage and Lease Assignment Loan Proceeds Rent Payments Real Estate Lease Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing 11 Lender Borrower/Landlord SPE Credit Tenant Mortgage and Lease Assignment Loan Proceeds Rent Payments Real Estate Lease Servicer Excess Rent after Debt Servicer Fees and Escrows Debt Service Credit Tenant Loan Loan Servicer Structure (For Double-Net Lease Transactions) Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing 12 Credit Tenant Loan Collateral Trustee Structure Note Holders Borrower/Landlord SPE Credit Tenant Mortgage and Lease Assignment Loan Proceeds Rent Payments Collateral Trustee Debt Service Notes Real Estate Lease Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing 13 Credit Tenant Loan Pass-Through Trust Structure Pass-Through Trust Borrower/Landlord SPE Rent Payments Certificate Purchasers Loan Proceeds Loan Proceeds Debt Service after Fees Real Estate Credit Tenant Mortgage and Lease Assignment Lease Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Advantages and Disadvantages > Advantages (to a borrower or a tenant) – CTL financing is treated as a bond of the tenant for investment purposes and is thereby priced off of tenant’s unsecured debt rating rather than solely on real estate value – Underwriting analysis focuses on tenant’s ability to pay rent as primary concern rather than “go-dark” value of real estate (financing available for properties in secondary and tertiary markets with proper lease and tenant) – Higher net proceeds with up to 100% loan-to-value and 1.0X debt service coverage for bondable/triple-net leases – Typically, no financial covenants and no cross-default from tenant  Exception: tenant-initiated transaction (usually a build-to-suit or sale-leaseback) – CTL lenders often are more flexible than CMBS or bank lenders (subject to the NAIC guidelines) – CTL lenders and servicers are more accessible than CMBS servicers – Construction to permanent financing available with one lender – Long term permanent fixed rate financing (up to 30 years for certain credits) – Leasehold financing available (require similar ground lease mortgagee protections to CMBS) 14 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Advantages and Disadvantages > Disadvantages (to a borrower or a tenant) – Limited to investment grade tenants – Broader “Non-Recourse” indemnity provisions  E.g., Indemnitor responsible for failure of landlord to perform any of its obligations under the Lease and for any abatement of rent caused by landlord’s actions or inactions – Fully amortizing with no more than 5% uninsured balloon (residual value insurance is available for certain transactions) – All rents must be paid directly to lender or trustee – Loan provisions restrict borrower actions with respect to Lease and tenant – Termination or abatement due to casualty or condemnation must be mitigated by third party “special risk insurance” – Potential phantom income tax concerns for equity – Not available as widely for shorter term leases (under 10 years) 15 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns > Lease Structuring – NET LEASE: For cleanest CTL execution, attempt to obtain a true “triple-net” or “double-net” lease with strong “net lease” clause:  SAMPLE CLAUSE: This is an absolutely net lease to Landlord. It is the intent of the parties hereto that the Basic Rent payable under this lease shall be an absolutely net return to the Landlord and that the Tenant shall pay all costs and expense relating to the Premises and the business carried on therein, unless otherwise expressly provided to the contrary in this Lease. Any amount or obligation relating to the Premises that is not expressly declared to be that of the Landlord shall be deemed to be an obligation of the Tenant to be performed by the Tenant at the Tenant’s expense. Basic Rent and Additional Rent shall be paid by Tenant without notice or demand, setoff, counterclaim, abatement, suspension, deduction or defense. 16 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – NET LEASE SAMPLE CLAUSE (Continued): This Lease shall not terminate, nor shall Tenant have any right to terminate this Lease (except as otherwise expressly provided to the contrary in Sections __), nor shall Tenant be entitled to any abatement of rent, nor shall the obligations of Tenant under this Lease be affected, by reason of any of the following: (i) any damage to or destruction of all or any part of the Premises from whatever cause regardless of whether the improvements may be rebuilt following such damage or destruction to be the same as they were before such event because of applicable Legal Requirements or otherwise; (ii) the taking of the Premises or any portion thereof by condemnation, eminent domain, requisition or otherwise; (iii) the prohibition, limitation or restriction of Tenant’s use of all or any part of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise (including constructive eviction); (v) any Landlord default under this Lease or under any other agreement to which Landlord and Tenant may be parties; or (vii) any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the Basic Rent and the Additional Rent shall continue to be payable in all events, and that the obligations of Tenant hereunder shall continue unaffected in all events, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. 17 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – NET LEASE:  Tenant may retain separate right to make claim against landlord or landlord’s principal. Note specifically the inclusion of “constructive eviction”. Also, best to specifically identify any section where abatement is permitted (usually casualty or condemnation only).  For best CTL execution, the tenant should not have the right to terminate the lease for any reason nor any right to abate or set off rent.  Leases often have a “Landlord Default” provision without any specific landlord obligations which introduces ambiguity.  Any right of tenant to abate rent or terminate the lease will be analyzed thoroughly and likely will require specific indemnity from principals as well as monetary reserves. 18 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – TAXES: Make sure to include assessments, impact fees and charges, “rent tax” and a catch all provision if the means of tax assessment changes:  SAMPLE CLAUSE: if at any time during the Lease Term, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on landlord a capital levy or other tax directly on the rents received therefrom, or upon the value of the Premises or any present or future improvement or improvements on the Premises, then all such levies and taxes or the part thereof so measured or based shall be payable by tenant, and tenant shall pay and discharge the same as herein provided.  CTL Drafting note: Tenant should be required to pay all such taxes directly rather than reimburse landlord to avoid a tax reserve under the CTL loan document. 19 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – FINANCIAL STATEMENTS: Include a provision requiring delivery by tenant and any lease guarantor of annual audited financial statements (to both landlord and lender) (NAIC Requirement) – MERGER: Include “no merger of estates” clause (NAIC Requirement):  Sample Clause: There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises by reason of the fact that the same Person acquires or holds, directly or indirectly, this Lease or the leasehold estate hereby created or any interest herein or in such leasehold estate as well as the fee estate in the Premises or any interest in such fee estate. – ALTERATIONS: Alterations should not be permitted without consent that would reduce the fair market value of the property or cause structural changes. May need tighter parameters if residual value insurance is sought for insured balloon. 20 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – ASSIGNMENT AND SUBLETTING: Assignments and subleasing are not problematic so long as tenant is not released (and lease clearly states this), however, releases of tenant or lease guarantor even where assumed by person with same credit rating are strongly disfavored.  Non-disturbance for subtenants is also disfavored because forces lender to accept tenant other than CTL tenant – INSURANCE: Required insurance must be issued by insurers with at least an investment grade rating. Insurance provision should include landlord as additional insured and lender as additional insured and loss payee/mortgagee for property insurance.  Any right of the tenant to self insure must require both: (i) that tenant has at least a net worth of $100,000,000 AND (ii) tenant’s long term unsecured debt is rated at least investment grade. (NAIC Requirement)  Make sure to include “business interruption insurance” for at least the period of time that it could take to rebuild if tenant is permitted to abate rent during reconstruction after a casualty event. – REPAIRS AND MAINTENANCE: Avoid using concept of tenant reimbursing for “Operating Expenses” that does not clearly obligate tenant for entire cost (i.e., only permits increases in operating expenses by CPI) and avoid having a specific list of operating expenses which are often ambiguous and may result in landlord retaining obligations. 21 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – CASUALTY/CONDEMNATION:  Bondable lease = rejectable offer to purchase property upon casualty or condemnation events and no right to abate  If lease permits termination for casualty or condemnation events then Special Risk Insurance will be required which pays off CTL at par upon terminations due to casualty or condemnation and/or pays CTL for any permanent abatement after a partial condemnation  NAIC Guidelines permit termination of the lease during the last 3 years of the original term so long as insurance proceeds are available and sufficient to pay off CTL lender – COVENANTS OF RECORD: Include provision that tenant is required to fulfill all obligations under instruments recorded against title which can contain hidden landlord obligations:  SAMPLE CLAUSE: tenant covenants to perform and observe all terms, covenants and conditions of any easement, restriction, covenant, declaration or maintenance agreement, including without limitation, all easements, rights and obligations set forth in the Declaration of Easements (collectively, “Easements”) to which it may at any time be a party or to which the Premises are currently subject or become subject pursuant to this Lease, whether or not such performance is required of landlord under such Easements, including without limitation, payment of all amounts due from landlord or tenant (whether as assessments, service fees or other charges) under such – EXCLUSIVE USE: Watch provisions that extend exclusive use covenant to affiliates or indirect owners of property and that are too wide in scope. Breach of exclusive covenant will be a recourse carve out in CTL loan documents. 22 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – PURCHASE OPTION: Disfavored unless the purchase option clearly states that the minimum purchase price must always pay off the debt entirely (including any make-whole amount), otherwise it should state that tenant would have to assume debt on a recourse basis if it purchases the property. – RIGHT OF FIRST REFUSAL: Generally acceptable so long as ROFR is on same terms as landlord contract to sell and is clear that it does not apply to lender’s foreclosure or deed-in-lieu, etc. – HAZARDOUS MATERIAL: Seek as broad of indemnity as possible from tenant (including with respect to third-party caused environmental conditions) and seek to avoid tenant right to terminate or abate rent. – EVENTS OF DEFAULT: Payment defaults should be immediate without notice and lease should contain an event of default for voluntary and involuntary bankruptcy of tenant. – LEASE GUARANTY: To the extent the credit to be relied upon is that of a guarantor, the guarantee of the lessee's obligations must be irrevocable and unconditional, and must guarantee payment and performance of all obligations of the tenant under the lease. 23 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – SHOPPING CENTER SYNDROME:  Avoid references to property other than leased premises in the lease that could cause (or imply) landlord to be obligated to insure, maintain, indemnify or otherwise enforce properties, buildings, common areas, parking lots or parcels beyond the leased premises  Often arises where landlord owns entire shopping center and is developing various parcels and knows the other parcels will be leased by tenants that will perform such obligations  NAIC Guidelines require that any obligations must be paid for from rent under CTL lease, therefore, reserves will be required to cover such costs and obligations even if already paid for by other tenants, which negatively impacts proceeds 24 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – CONDOMINIUM:  Similar problem arises in a condominium structure where landlord is declarant and agrees with tenant of specific condominium to ensure common areas are maintained, that roof and structure of building are repaired and replaced, that insurance is maintained, etc.  If a condominium is being leased, the tenant should be obligated to look to condominium association for common area maintenance, roof and structure, casualty and condemnation rebuilding and should not have right to terminate or abate if condominium association fails (rights should be under condominium declaration) 25 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Structuring – GENERAL TIPS:  Be explicit with warranty periods in leases to avoid open-ended latent defect obligations  Rent commencement requirements should be specific and defined, use delivery of a certificate of occupancy or other definite standard  Watch “hidden” landlord obligations: indemnities, warranties, obligations to “enforce” other agreements on behalf of tenant, shopping center and condominium issues  Analyze every “landlord shall” or “landlord will” in the lease for landlord obligations  For larger transactions (and specifically for bond lease and public credit leases) require tenant to provide representations and warranties in the lease as well as a tenant opinion  Provide specific timeframe for delivery of estoppel certificates, ensure CTL lender is able to rely on estoppel certificate and provide language that a lender may request or additional matters in the estoppel 26 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > SNDA Provisions (in addition to standard provisions) – CTL drafting point—include strong form of SNDA as exhibit to lease that includes the following:  Amendments, consents, modification, terminations of the lease must be subject to mortgagee consent (not subject to “reasonable consent”) • Compromise provision: mortgagee sole discretion applies to amendments or consents that (i) reduce or provides for any offset against rent or changes the timing of the payment of rent, (ii) modifies assignment or subletting by tenant, (iii) shortens the term of the lease, (iv) provides tenant with any right to terminate the lease, (v) materially modifies the leased premises, (vi) changes any termination or cancellation provision of the lease, (vii) modifies the permitted uses under the lease, (viii) imposes any additional obligations or liability upon landlord, or (ix) reduces any obligations or liability of tenant to landlord under the lease, without in each case obtaining mortgagee’s prior written consent  Lender notice and cure rights (at least 30 days beyond landlord’s cure period) 27 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Ground Lease – NAIC Guidelines on Ground Leases:  Tenant under CTL lease must be obligated to perform majority of obligations under ground lease (including specifically payment of ground rent)  Term of ground lease generally must exceed term of CTL lease  CTL lender must have standard leasehold mortgagee protections: • Right to notice and extended opportunity to cure defaults • Right to “reject” ground lessor’s rejection of ground lease in bankruptcy • No amendment or termination of ground lease without CTL lender consent • Right to “new lease” if ground lease is terminated for any reason 28 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Ground Lease  Permitted use under ground lease must not be restrictive or limited  Ground lessor should acknowledge ground sub-lease and CTL tenant (i.e., ground sub-lessee)  “Sandwich lease” (ground lessor and CTL tenant are same party) • No default by CTL tenant should cause a default under ground lease • If CTL tenant is in default under ground sub-lease then ground lease rent should be nominal and term of ground lease should be extended until CTL lender is fully paid off (otherwise ground lessor receives windfall for its own default) • Permitted use under ground lease must be not restricted or limited 29 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Credit Tenant Loan Financing Structure > Security Instrument > Note Purchase Agreement / Loan Agreement > Indemnity and Guaranty / Recourse Carve out Guaranty > Hazardous Material Indemnity > Assignment of Leases and Rents > Cash Management Agreement / Escrow and Servicing Agreement > Rent Direction Letter > Pass Through Trust Structure 30 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Credit Tenant Loan Financing Structure > Survey/Title insurance (zoning endorsement and separate tax parcel) > Appraisal, phase I, property condition report (not more than 6 months old) > Special risk insurance / residual value insurance > Special purpose / bankruptcy remote entity with nonconsolidation opinion > New York law governed loan documents (other than security documents) > Opinion re: enforceability of lease against tenant and/or guaranty against lease guarantor, as applicable 31 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Credit Tenant Loan Financing Structure > To the extent of any landlord obligations that require ongoing reserves, debt service coverage must be at least 1.05x after reserving for such obligations > All rent payments must be assigned to and paid directly to CTL lender (or a trustee) and borrower only receives excess after payment on debt and all reserves are paid (no “license back” concept) > A lease event of default or bankruptcy by tenant (or lease guarantor) is a default under the CTL > Borrower is restricted from taking unilateral actions with respect to the lease, the tenant, the leased premises related to any consent, amendment, waiver, default, etc. 32 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Credit Tenant Loan Financing Structure > Recourse carveouts: include traditional “fraud, misrepresentation, misappropriation” but also include landlord’s failure to perform its obligations under the lease, failure to comply with special risk policy and “full recourse” events related to any material amendment or termination of the lease or any lease guaranty. Often a minimum net worth of indemnitor is required. > Construction financing: > Letter of credit securing CTL until rent commences > “Fixed rent commencement date” in lease > Full construction financing with traditional requirements (GMP, surety bonds, construction engineer, construction escrows, borrower equity, construction completion guaranty) 33 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Legal and Structural Concerns (cont’d) > Lease Financeability Issues: Public Credits – Appropriation Risk: make sure a public university or other public credit lease:  contains an unconditional obligation of the tenant to pay its rent  does not expressly state that such rent is payable solely from “legally available funds” or some other reference to the tenant's general fund  does not purport to obligate the applicable governmental body (legislature, board of trustees, etc.) to appropriate funds to pay all or any portion of the rent  does not purport to obligate the tenant or any government unit to levy and collect taxes to pay rent  is a multiyear lease (i.e., long term) and not subject to termination before the end of its stated term for failure to appropriate – Essentiality of Use/Special Use Facility 34 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Trends in Credit Tenant Loans > Build-to-suit construction > Tenants /public credits > Lease types > Direct versus Agent > Federal Accounting Standards Board (FASB) / International Accounting Standards Board (IASB) Lease Accounting > Net lease REITs > Return of CMBS II > Cross-Border CTL (tax indemnity and “swap breakage”) 35 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Addendum: GSA Leases Federal Government General Services Administration (GSA) Lease – Two Forms of General Clauses – 3517B (common) – most favorable to tenant, least favorable to the landlord and Lender (i.e. gross lease, terminable upon default and rights of abatement) – 3517X (rare) – most favorable to landlord and Lender (i.e. nonterminable and no right of abatement) – Assignment and Subletting – Under General Clauses 3517B tenant has the right to assign the Lease to another party and be released (subject to landlord’s consent not be unreasonably withheld) 36 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Addendum: GSA Leases Federal Government General Services Administration (GSA) Lease > Casualty – Under General Clauses 3517B tenant may terminate the Lease immediately upon complete casualty or any casualty rendering the premises untenantable > Adjustment for Vacant Space – Under General Clauses 3517B tenant may terminate the Lease immediately upon complete casualty or any casualty rendering the premises untenantable 37 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing Addendum: GSA Leases Federal Government General Services Administration (GSA) Lease > Tenant Improvements – Tenant has landlord front TI costs and either pays back in lump sum at completion or amortized over time – Must confirm TI costs, how repaid and final amount to determine financed amount Many Lenders will require amendments to the Lease to eliminate tenant’s right to assign, require notice and opportunity to cure and fix the amount of abatement in case of vacancy 38 Greenberg Traurig, LLP | gtlaw.com Structuring Credit Tenant Loan Financing ©2015 Greenberg Traurig, LLP. Attorneys at Law. All rights reserved. Greenberg Traurig is a trademark and trade name of Greenberg Traurig, LLP and Greenberg Traurig, P.A. This presentation is intended for general information purposes only and should not be construed as legal advice or legal opinions on any specific facts or circumstances.