Valuing Real Estate Assets

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Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
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Meet the Faculty
MODERATOR:
David Levy - Keen-Summit Capital Partners and Summit Investment Management
PANELISTS:
Matthew Christensen, Managing Member - Johnson May
Robert “Bob” E. Richards, Partner - Dentons
Roger “Biff” Ruttenberg, Principal - Atlas Partners
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About This Webinar
Valuing Real Estate Assets
Collateral value is the foundation of all lending transactions, but even the most traditional
valuation techniques require a blend of art science and require debtors and practitioners to
incorporate their judgment. Where is the line between reasonable judgment and gaming the
system to arrive at a valuation that skews the fact pattern to one party’s favor? This webinar
presents practice pointers on how to use the ABA Model Rules as a guide to navigating
ethical issues in real estate valuation. Model Rules addressed may include those that govern
the client-lawyer relationship (Rule 1.1 through 1.3); those that speak to the need for candor
toward the tribunal and fairness to an opposing party and counsel (Rule 3.3 through 3.4); and
the necessity for truthfulness in statements to others and issues surrounding unrepresented
persons (i.e. Rule 4.1 through 4.3).
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About This Series
Fairness Issues in Real Estate-Based Bankruptcies
It does not take a complex corporate chapter 11 bankruptcy to encounter serious ethical issues that must
be confronted in a case. In fact, the relative simplicity of real estate-based bankruptcies, some of the
most common matters filed, shine the light on all of the main case details, bringing increased scrutiny to
all of the debtor’s actions and decisions. As an attorney, you are your client’s advocate and need to
navigate the waters to provide effective counsel while playing within rules—but where is the line on
unethical actions? In this series we tackle some common ethical scenarios that present themselves in
real estate-focused bankruptcies frequently, including matters related to valuing assets, insider lease
agreements, and Single Asset Real Estate (SARE) cases and take a deep dive into how we can use the
ABA Model Rules of Professional Conduct to help guide legal practitioners through challenging ethical
situations.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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Episodes in this Series
#1: Valuing Real Estate Assets
Premiere date: 1/25/22
#2: Insider Lease Agreements
#3: Single Asset Real Estate Cases
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Episode #1
Valuing Real Estate Assets
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What Are Ethics?
Webster: (noun) The discipline dealing with what is good and bad and with moral duty and
obligation; The principles of conduct governing an individual or a group; A guiding philosophy;
A set of moral issues or aspects (such as rightness)
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What Are Legal Ethics?
The American Bar Association (ABA) Model Rules of Professional Conduct were adopted by
the ABA House of Delegates in 1983. They supply the general ethical rules which govern the
practice of law which have been adopted by most states and jurisdictions.
A number of the Model Rules are implicated in bankruptcy cases (as they are in litigation in
general). Examples include the lawyer’s duty to bring meritorious claims, to be truthful with
the Court (and not withhold information relating to criminal or fraudulent enterprises), to be fair
to opposing party/counsel, to refrain from engaging in conduct which would disrupt a
proceeding or seek to exert undue influence on any Judge or party, and to be truthful in
statements to the Court and to others.
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Model Rules of Professional Conduct
Some Model Rules to be discussed in this presentation:
• Rule 1.1 to 1.3 (Client-Lawyer Relationship): Rules covering Competence, Scope of
Representation and Allocation of Authority Between Client and Lawyer, and Diligence
• Rule 3.3 to 3.4 (Advocate): Rules covering Candor Toward the Tribunal, Fairness to
Opposing Party and Counsel,
• Rule 4.1 to 4.3 (Transactions with Persons Other Than Clients): Truthfulness in
Statements to Others, Communication with Person Represented by Counsel, Dealing
with Unrepresented Persons

Uses of Valuation in Bankruptcy Cases
• Asset Schedules
• Asset value vs. Liabilities
• Asset value vs. revenues/cash flow
• Priority of payments under Absolute Priority Rule
• DIP Financing and cash collateral usage
• Liquidation value of the company
• Adequate protection for lender
• Section 1111(b) election
• Plan of Reorganization
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What are the Ways to Value Real Property?
• MAI Appraisal: Comparable Sales, Income Approach, Replacement Value
• Broker Opinion of Value: Comparable Sales, Income approach
• County Assessed Value
• Debtor’s Book Value
• Arm’s Length Offers Received
• Foreclosure Value (higher) vs. Replacement Value (lower)
• Commercially Reasonable Sale Process
• Public Auction
• Financial Model
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How Does the Court Decide Issues of Valuation?
• Attorney Briefs
• Expert Witnesses
• Broker Testimony
• Buyer Testimony
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Ethical Situation Case Studies
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Declining Property
A limited partnership owns a Class C retail mall with a related movie theatre and two casual
dining restaurants in a declining smaller Midwest town. The general partner is an individual
who has guaranteed up to the mortgage debt which was obtained at a reduced rate through a
government revitalization program. The mall was struggling before COVID and has done
much worse in 2020 and 2021.
Several major tenants including two of the anchor tenants have gone out of business or
reduced their space or negotiated for rent reductions. The partners have explored two
options: (i) one to revamp the mall including building senior living apartments in the vacant
anchor tenant space and (ii) the other to tear down the mall and sell the land for a new sports
complex and has an “as completed” valuation for the redevelopment option as well as a
valuation for the raw land.
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Declining Property (cont’d)
It has shared the raw land and redevelopment appraisals with its lender, but has not disclosed
to the lender the nonbinding offer to buy the land from the sports complex developer. The
general partner lacks the funds to implement the redevelopment. One of the limited partners
does, but is not convinced on the return on capital and favors the sale for the sports complex
which the limited partner is a co-investor in. The borrower also has offered to hand the keys
over to the mortgage lender for a release of the general partner’s personal guaranty but the
mortgage lender is not excited about owning and operating this money losing property.
Counsel for the borrower has a substantial past due fee owed to it and also has done work for
other projects the general partner is involved with that also have past due legal fees. Counsel
is not aware of the sports complex developer offer or the limited partner’s interest in the
sports complex developer.

The mortgage lender has reluctantly filed a judicial foreclosure action and is seeking
appointment of a receiver for the property, but is in no hurry to complete the foreclosure
process because it does not want to own the property and is concerned there will not be any
attractive bids at the foreclosure sale and that the wealthy limited party may try to buy the
property out of the foreclosure sale at less than half the outstanding loan amount.
Sample Model Rules:
1. Rule 1.3: Diligence, Client-Lawyer Relationship
2. Rule 4.1: Truthfulness in Statements to Others

Definitions:
Secured Collateral: Bank’s collateral for its loan (i.e. the real estate and other personal
property)
Adequate Protection: Relief created to protect the value of a secured creditor's interests and
liens against diminution in value during the bankruptcy proceeding. The relief can be in the
form of, among other things, periodic cash payments, interest payments, or a replacement
lien on other property.

Appreciating Property
2 real estate developers own an upscale business-oriented hotel acquired through a limited
liability company in 2013. The hotel did very well and was cash flow positive through 2019
before COVID required the closure of the hotel for most of 2020. When the hotel reopened in
Spring of 2021, occupancy, events and room rates have been much lower and only improving
slowly over time, with a recent swoon as the Omicron surge led to some meeting
cancellations. During the closure, certain trade creditors were stretched and management
fees owed to a related party property manager were accrued.
The hotel is subject to a $100 million senior mortgage and more recently, in 2019 a $20
million mezzanine loan secured by the developers equity of the LLC. Both loans are non-
recourse but the mezzanine loan has “bad boy” guarantees if the LLC files for voluntary
bankruptcy or encourages an involuntary bankruptcy to be filed against it.

Appreciating Property (cont’d)
The mezzanine lender also required that the LLC add an independent member who would need to
approve any bankruptcy filing by the LLC. The LLC has a 2019 appraisal showing both the senior
mortgage and mezzanine loan are well over-secured with significant equity value to them. There
have been no comparable hotel sales in the market since 2018 but there is one pending proposed
sale of a competitive hotel nearby which one of the developers secretly knows is unlikely to close.
The senior mortgage has been in default since 2020 and the senior mortgage lender sold its loan
to a private equity fund focused on the hotel space. The new lender immediately filed a
foreclosure action and the foreclosure sale is set for tomorrow. The developers are meeting with
their attorney (who represents one of the developers regularly and also represents this LLC
borrower) to determine whether to file for bankruptcy and whether to propose priming DIP financing
from the insiders or the mezzanine lender or try to obtain forced use of cash collateral over the new
senior lender’s objection.

They have not invited the independent manager to the meeting but are discussing strategies
to threaten to sue or remove the independent manager if he does not authorize the
bankruptcy filing and priming DIP financing.
Sample Model Rules
Rule 3.4: Fairness to Opposing Party & Counsel
Rule 3.3: Candor Toward the Tribunal
Definition:
Automatic Stay: An injunction that halts actions by creditors, with certain exceptions, to
collect debts from a debtor who has declared bankruptcy. Under section 362 of the
Bankruptcy Code, the stay begins at the moment the bankruptcy petition is filed.

Plan of Reorganization: The plan of reorganization outlines how the debtor will reorganize its
business, administer its assets, make distributions to creditors and emerge from bankruptcy.
In order to move forward with the plan of reorganization, it must be voted on by the various
classes of creditors, satisfy the specific dictates of the Bankruptcy Code, and be confirmed by
the Bankruptcy Court.
Definition:
Cramdown: The ability if certain standards are met to confirm a Chapter 11 plan over the
objection of a dissenting class of creditors such as the mortgage lender that could propose
terms such as stretching out the mortgage loan, reducing amortization, reducing interest rates
and stripping covenants to make the loan more attractive to the borrower than the existing
loan terms.

Section 1111(b) Election. The option for a lender to treat its loan as fully secured rather than
as partially secured to the current property value and unsecured to the extent of its remaining
deficiency claim. A key advantage of making the election is to protect against an attempt to
sell or refinance the property later at a discount collateral value at the time of the foreclosure
sale. However, making the election will eliminate an argument that the lender’s deficiency
claim should be classified with the trade claims and control voting in that unsecured class.

Suspect Valuation
Mick and a family trust owns an older commercial office building, which he bought for
$4,500,000 with a 50% down, so he financed $2,250,000. Mick acquired this building through
a 1031 tax deferred exchange and rents have increased so steadily he was able to refinance
the property to take $1,350,000 out, which he promptly used to buy a dream home on the
beach. Mick needed the income to pay the mortgage on his new home, so he stopped paying
his bank.
Several tenants did not renew their leases during 2020. A big tech company is looking for
new office space in the neighborhood but will not lease space in Mick’s building without
substantial tenant improvements for tenant collaboration and social activity spaces. The
bank, concerned with their local reputation, did everything they could to work something out,
but ultimately had no choice but to pursue foreclosure.

Suspect Valuation (cont’d)
Mick has advised the bank of the potential new tenant but not the tenant improvement
requirements and has claimed his property is worth $12,500,000 ($100/sf) on grounds that a
newer 3,000 sf fully leased office building nearby just sold for $300,000 ($100/sf). To prove
he was serious about selling it to pay off the bank, he hired his next door neighbor to sell the
property and gave her a 1-year listing agreement. Neither Mick nor the broker have counsel.
Are there ethical implications of this valuation method? Is this clever or cagey?
Sample Model Rules
4.1: Truthfulness in Statements to Others
4.3: Dealing with Unrepresented Person

Suspect Valuation (cont’d)
Definitions:
Single-Asset Real Estate Case (SARE): Real property constituting a single property or
project, other than residential real property with fewer than 4 residential units, which
generates substantially all of the gross income of a debtor who is not a family farmer and on
which no substantial business is being conducted by a debtor other than the business of
operating the real property and activities incidental.
Absolute Priority Rule: Rule governing the priority of payments among creditors and
shareholders, in the event of a corporate liquidation. The absolute priority rule is used in
corporate bankruptcies, to decide the order that payments that be distributed to each party.

Notable Valuation Statute and Case Law

Bankruptcy Code 506(A): Secured Creditors
Claims
Section 506(a) of the Bankruptcy Code contemplates bifurcation of a debtor's obligation to a
secured creditor into secured and unsecured claims, depending on the value of the collateral
securing the debt. If a creditor has a claim greater than his interest in the debtor's property,
the claim is unsecured. For example, if there is a $150,000 mortgage and a $50,000 second
mortgage on a house that's now worth $125,000, the first mortgage covers the entire value of
the house.

Case Law
Replacement Value Case Law
Associates Commercial Corp. v. Rash, 520 U.S. 953, 965, 117 S.Ct. 1879, 1886, 138 L.Ed.2d 148
(1997) (“Rash”), mandated the application of the replacement-value standard in a cram down
plan. The Supreme Court defined that standard as the amount a willing buyer would pay on the
open market for like property. (Followed by In re Sunnyslope Hous. Ltd. P’ship, 859 F.3d 637 (9th
Cir. 2017), as amended (June 23, 2017)).
Hybrid Approach Case Law
In re Heritage Highgate, Inc., 679 F.3d 132 (3d Cir. 2012), the Bankruptcy Court accepted the
appraiser’s estimation of the fair market value of the property pursuant to two well-accepted
appraisal methodologies: the sales comparison approach and the income capitalization
approach. Both methodologies yielded virtually identical estimates, but the appraiser favored the
latter approach as it more accurately considered the time and expenses related to a real estate
development.

Case Law
Foreclosure Value Case Law
United Air Lines, Inc. v. Reg’l Airports Imp. Corp., 564 F.3d 873 (7th Cir. 2009), in valuing airline
terminal gates that the debtor had improved, the Court of Appeals for the Seventh Circuit
determined that foreclosure value operates to set a floor on the secured creditor’s recovery. That
court stated: “[i]f the Lender foreclosed and took over the space, it could rent the gates to United or
some other airline at more than $17 a square foot- at perhaps four times that much, to go by prices
at the airport’s one terminal that leases fully built-out gates.” Id. at 876-77.
Matter of Houston Reg'l Sports Network, L.P., 886 F.3d 523 (5th Cir. 2018) (For cramdown
purposes, valuing collateral which secured the claim of undersecured creditor that had made
statutory election to be treated as if it were fully secured, bankruptcy court had flexibility to select
appropriate valuation date, and did not have to select either the petition date or the effective date
of plan, as long as it took into account the purpose of the valuation and the proposed use or
disposition of the collateral at issue.)

Case Law (cont’d)
Foreclosure Value Case Law
In re S-Tek 1, LLC, No. 20-12241-J11, 2021 WL 5860020, at *4 (Bankr. D.N.M. Dec. 9, 2021)
(valuing collateral “as of the confirmation hearing or a date close to the confirmation hearing”
for purposes of cramdown rather than as of the petition date)

Model Rules of Professional Conduct
Rule 1.1: Competence
A lawyer shall provide competent representation to a client. Competent representation requires the
legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation.
Rule 1.2: Scope of Representation and Allocation of Authority Between Client and Lawyer
(a) Subject to paragraphs (c) and (d), a lawyer shall abide by a client's decisions concerning the
objectives of representation and, as required by Rule 1.4, shall consult with the client as to the
means by which they are to be pursued. A lawyer may take such action on behalf of the client as is
impliedly authorized to carry out the representation. A lawyer shall abide by a client's decision
whether to settle a matter. In a criminal case, the lawyer shall abide by the client's decision, after
consultation with the lawyer, as to a plea to be entered, whether to waive jury trial and whether the
client will testify.

Model Rules of Professional Conduct (cont’d)
(b) A lawyer's representation of a client, including representation by appointment, does not
constitute an endorsement of the client's political, economic, social or moral views or
activities.
(c) A lawyer may limit the scope of the representation if the limitation is reasonable under the
circumstances and the client gives informed consent.
(d) A lawyer shall not counsel a client to engage, or assist a client, in conduct that the lawyer
knows is criminal or fraudulent, but a lawyer may discuss the legal consequences of any
proposed course of conduct with a client and may counsel or assist a client to make a good
faith effort to determine the validity, scope, meaning or application of the law.

Rule 1.3: Diligence
Client-Lawyer Relationship
A lawyer shall act with reasonable diligence and promptness in representing a client.

Rule 3.3: Candor Toward the Tribunal
Advocate
(a) A lawyer shall not knowingly:
(1) make a false statement of fact or law to a tribunal or fail to correct a false statement of material fact or
law previously made to the tribunal by the lawyer;
(2) fail to disclose to the tribunal legal authority in the controlling jurisdiction known to the lawyer to be
directly adverse to the position of the client and not disclosed by opposing counsel; or
(3) offer evidence that the lawyer knows to be false. If a lawyer, the lawyer’s client, or a witness called by
the lawyer, has offered material evidence and the lawyer comes to know of its falsity, the lawyer shall
take reasonable remedial measures, including, if necessary, disclosure to the tribunal. A lawyer may
refuse to offer evidence, other than the testimony of a defendant in a criminal matter, that the lawyer
reasonably believes is false.

(b) A lawyer who represents a client in an adjudicative proceeding and who knows that a
person intends to engage, is engaging or has engaged in criminal or fraudulent conduct
related to the proceeding shall take reasonable remedial measures, including, if necessary,
disclosure to the tribunal.
(c) The duties stated in paragraphs (a) and (b) continue to the conclusion of the proceeding,
and apply even if compliance requires disclosure of information otherwise protected by Rule
1.6.
(d) In an ex parte proceeding, a lawyer shall inform the tribunal of all material facts known to
the lawyer that will enable the tribunal to make an informed decision, whether or not the facts
are adverse.

Advocate
A lawyer shall not:
(a) unlawfully obstruct another party' s access to evidence or unlawfully alter, destroy or conceal a
document or other material having potential evidentiary value. A lawyer shall not counsel or assist
another person to do any such act;
(b) falsify evidence, counsel or assist a witness to testify falsely, or offer an inducement to a witness that
is prohibited by law;
(c) knowingly disobey an obligation under the rules of a tribunal except for an open refusal based on an
assertion that no valid obligation exists;
(d) in pretrial procedure, make a frivolous discovery request or fail to make reasonably diligent effort to
comply with a legally proper discovery request by an opposing party;

(e) in trial, allude to any matter that the lawyer does not reasonably believe is relevant or that
will not be supported by admissible evidence, assert personal knowledge of facts in issue
except when testifying as a witness, or state a personal opinion as to the justness of a cause,
the credibility of a witness, the culpability of a civil litigant or the guilt or innocence of an
accused; or
(f) request a person other than a client to refrain from voluntarily giving relevant information to
another party unless:
(1) the person is a relative or an employee or other agent of a client; and
(2) the lawyer reasonably believes that the person's interests will not be adversely affected by
refraining from giving such information.

Rule 4.1: Truthfulness in Statements to Others
Transactions With Persons Other Than Clients
In the course of representing a client a lawyer shall not knowingly:
(a) make a false statement of material fact or law to a third person; or
(b) fail to disclose a material fact to a third person when disclosure is necessary to avoid
assisting a criminal or fraudulent act by a client, unless disclosure is prohibited by Rule 1.6.

Rule 4.2: Communication with Person Represented by Counsel
In representing a client, a lawyer shall not communicate about the subject of the
representation with a person the lawyer knows to be represented by another lawyer in the
matter, unless the lawyer has the consent of the other lawyer or is authorized to do so by law
or a court order.

Rule 4.3: Dealing with Unrepresented Person
In dealing on behalf of a client with a person who is not represented by counsel, a lawyer
shall not state or imply that the lawyer is disinterested. When the lawyer knows or reasonably
should know that the unrepresented person misunderstands the lawyer’s role in the matter,
the lawyer shall make reasonable efforts to correct the misunderstanding. The lawyer shall
not give legal advice to an unrepresented person, other than the advice to secure counsel, if
the lawyer knows or reasonably should know that the interests of such a person are or have a
reasonable possibility of being in conflict with the interests of the client.

About The Faculty
David Levy – dlevy@keen-summit.com
David is head of the Keen-Summit Capital Partners and Summit Investment Management Chicago
office. He responsible for all aspects of business development and execution in connection with the
company’s distressed debt acquisitions and opportunistic credit transactions, plus real estate
brokerage and auction, investment banking, and lease modification and restructuring services.
David has more than 13 years’ experience in real estate advisory and transaction experience, with
particular expertise in workout, bankruptcy, and other special situations. David holds both the
Certified Commercial Investment Member (CCIM) and Certified Auctioneers Institute (CAI)
designations, making one of fewer than fifty professionals in the United States to hold both. He is a
frequent speaker and moderator on real estate restructuring programs, a member of the
Turnaround Management Association Chicago/Midwest Board of Directors, and has held various
leadership roles on the American Bankruptcy Institute Real Estate Committee.
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About The Faculty
Matthew T. Christensen- mtc@johnsonmaylaw.com
Matt Christensen joined Angstman Johnson (now known as Johnson May) in 2008 as an
associate attorney. Now the managing partner of the firm, Matt has a civil litigation practice
involving commercial law (finance and secured transactions), bankruptcy, real property, and
business matters. He also has a transactional practice involving real estate, finance and
business matters. Matt frequently represents bankruptcy trustees and other fiduciaries in
recovering assets and administering estates. In addition to practicing law, Matt is an adjunct
professor at the University of Idaho College of Law. Matt earned his J.D. and LL.M in
International and Comparative Law degrees from Duke University School of Law in 2005. In
addition to practicing law and teaching, Matt also enjoys spending as much time as possible
with his wife, five children and one grandchild and expanding his ever-growing library of
books.

About The Faculty
Robert Richards – robert.richards@dentons.com
Bob Richards is chair of Dentons' Global and US Restructuring, Insolvency and Bankruptcy
practice groups and practices in the areas of bankruptcy and insolvency-related transactions
and litigation. His practice includes Chapter 11 representations, distressed asset acquisitions,
distressed loan purchases and foreclosure sales, and out of court transactions and transaction
structuring.
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About The Faculty
Biff Ruttenberg – biff@atlaspartners.com
Biff Ruttenberg has 51 years of retail development, redevelopment, management, and leasing
experience. His real estate background, including mortgage banking, construction, real estate brokerage
and lending experience, has contributed to Mr. Ruttenberg’s years of successful business projects and
relationships. He holds a BA from the University of Pennsylvania and an MBA from the Kellogg Graduate
School of Management at Northwestern University. He is the president of Atlas Partners, LLC, a real
estate services firm focusing on consulting to asset-based lenders, institutions and other users of
commercial space. It specializes in workouts, turnarounds, dispositions, and maximizing the value of
difficult properties. The company’s registered slogan is “The real estate department for companies that do
not want to be in the real estate business…but are.”®. Affiliates of Atlas Partners also acquire distressed
debt and operating businesses. Mr. Ruttenberg is also the president of Lakewest Equity, Inc., a Chicago-
based developer and owner of retail properties and his has holdings in Illinois and five other states.
Affiliates of Lakewest Equity also invest with other developers as an equity partner.
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Questions or Comments?
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IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
49

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