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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Real Property - Finance

Date & Time
  • event Date

    Thursday, January 12, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will analyze legal and practical issues borrowers and lenders need to consider when documenting and funding a loan transaction secured by cannabis-related real estate. The panel will also discuss loan structures used to navigate the current banking, insurance, tax, and bankruptcy legal landscape.

Faculty

Amy Brimah
Founding Partner
Brimah, LLP

Ms. Brimah provides focused legal advocacy for business owners, developers and investors with their commercial real estate interests. With 15 years of experience in the Colorado real estate market, she provides no-nonsense legal counsel for today’s commercial real estate matters.

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Charles Alovisetti
Partner
Vicente Sederberg, LLP

Mr. Alovisetti is a partner at Vicente Sederberg and chair of the firm's Corporate Department. He is recognized by Chambers and Partners as one of the top cannabis lawyers in the United States. Mr. Alovisetti focuses his practice on advising investors, companies, and other law firms on the nuances of executing corporate transactions involving licensed and ancillary cannabis companies. Prior to joining VS, he worked as an associate in the New York offices of Latham & Watkins and Goodwin, where he represented public companies and private equity sponsors and their portfolio companies in a range of corporate transactions.

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Description

Each year hundreds of millions of dollars are raised through debt financings in the cannabis industry. But like anything in the cannabis industry, getting a debt deal done requires navigating unique regulatory challenges.

A key question for the parties to a cannabis debt transaction is whether the loan will require preapproval from regulators. Often, when a cannabis business undergoes its annual license renewal, it must disclose loans. States might not have an explicit requirement to disclose loans to regulators. However, attorneys and other practitioners still recommend disclosure if the license application did not reveal the loan.

Cannabis products and licenses are highly regulated. Only individuals and entities listed on the business license can exercise control over operations, so a conventional security interest in the related assets may not be enforceable. Regardless of the regulations regarding attaching a lien, pursuing an Article 9 sale is not generally possible with cannabis products or licenses.

Lenders and borrowers should consider what would occur if the borrower defaults on a loan. Federal bankruptcy is not an option since cannabis remains illegal at the federal level. Only certain states have regulations that address insolvency and state receivership programs. In a state without a cannabis receivership option, any sale of the borrower would need to run through typical change-of-control procedures.

Financing cannabis real estate locations presents special challenges. Notwithstanding legalization at the state level, local ordinances may prohibit cannabis businesses or restrict their locations. Local zoning often restricts licensed businesses to zones approximating their intended use. Stringent setbacks may also be in place, restricting cannabis operations from locating near schools, treatment facilities, and daycares, for example.

Listen as our authoritative panel discusses the unique legal and regulatory issues associated with financing cannabis-related real estate.

Outline

  1. Regulatory challenges for lending to cannabis businesses
    1. Regulatory preapproval or disclosure
    2. Background checks
    3. Products and licenses as collateral
  2. Cannabis industry legal challenges
    1. Banking
    2. IRC Section 280E
    3. Insurance (property and title)
    4. Bankruptcy
  3. Real estate location and zoning challenges
  4. Financing structures
    1. Sale-leaseback
    2. Real estate expansion loan

Benefits

The panel will review these and other important issues:

  • How does the current federal categorization of cannabis as a "controlled substance" impact the financeability of property with cannabis use?
  • How should mortgage loan documents address the unique licensing issues associated with cannabis businesses?
  • What zoning and use compliance issues must be considered when financing cannabis real estate?
  • What are the special bankruptcy and insurance concerns with cannabis businesses?