CHAPTER 20A Net Lease Sale-Leaseback Transactions

• Jurisdiction: United States
• Publication year: 2022

CHAPTER 20A Net Lease Sale-Leaseback Transactions

Edward C. Prokop Winston & Strawn LLP Los Angeles, California

Chapter Contents

§ 20A.01 What Is a Net Lease Sale-Leaseback?

[1] Basic Structure

§ 20A.02 A Net Lease Sale-Leaseback as an Alternative to Mortgage Financing

§ 20A.03 Characteristics of Sale-Leaseback Net Leases

[1] Different Kinds of Sale-Leaseback Net Leases

[2] Differences from Other Categories of Leases

§ 20A.04 Specific Leasing Issues in Sale-Leaseback Net Leases

[1] Exculpation and Indemnity

[2] Insurance

[3] Reserves

[4] Use and Continuous Operations

[5] Repairs, Maintenance and Alterations

[6] Condemnation and Casualty

[7] Financial Reporting

[8] Buyer-Landlord's Loan Documents and Potential Conflicts with a Sale-Leaseback Net Lease

[9] Tenant's Pledges of Its Personal Property and the Leasehold

[10] Collateral Access Agreements

[11] Leasehold Financings

[12] Easements

[13] Costs and Expenses

[14] Environmental

[15] CPI Escalators

§ 20A.05 Portfolio Transactions

[1] Overview

[2] Individual Leases vs. Master Leases

[3] Specific Portfolio Lease Issues

[a] Terms and Extensions

[b] Buyer-Landlord Sale and Assignment

[c] Seller-Tenant Assignment and Subletting

[d] Substitution of Properties

[e] Impact on Rights of First Offer and Rights of First Refusal

[f] Issues with Leasehold Lenders

[g] Governing Law and Multistate Issues

[h] Cross-Defaulting

[i] Selective Rejection

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