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4 Real is a podcast from Dechert LLP exploring the latest trends and developments in commercial real estate finance.
Join co-hosts Jon Gaynor and Sam Gilbert every month as they delve into current issues impacting both the legal and business aspects of real estate finance transactions, including lending, securitization and restructuring. Each episode features market commentary and interviews with industry thought leaders, providing listeners with valuable insights and practical advice, plus a little banter along the way.
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Latest Episode: Episode 25 – The Return of Real Estate M&A and Upcoming EDGAR Next Changes
August 19, 2025 – What is driving the uptick in real estate M&A activity? Dechert 4 Real hosts Jon Gaynor and Sam Gilbert sit down with global finance partner Justin Gdula to discuss the mechanics of real estate-backed M&A transactions, the factors that led to their resurgence, the challenges lenders and borrowers face in navigating these complex deals and the critical elements that ensure successful closings. Plus, Dechert associate John Ludwig-Eagan gives the 411 on the SEC’s EDGAR system revamp coming in September.
Show Notes
- EDGAR Next: What Filers Need to Know and How They Can Prepare, Dechert OnPoint (March 11, 2025)
- U.S. SEC EDGAR Next Enrollment FAQ
Key Takeaways
- Resurgence driven by market certainty and attractive rates: The return of real estate M&A activity is driven by improved rate certainty and a robust financial market, giving borrowers confidence to pursue acquisitions at favorable rates. Additionally, various sectors of commercial real estate — such as data centers, marinas and office spaces — remain viable and attractive for borrowers based on deal-specific circumstances.
- Preparation and timing are critical for M&A closing: Successfully closing real estate M&A transactions requires proactive engagement with third-party items and addressing material issues early in the process. This ensures diligence, documentation and approvals are completed within the typically rigid timeframes, as delays are uncommon except in extraordinary circumstances.
- Balancing borrower certainty and lender protection: Real estate M&A deals involve a push-and-pull dynamic between providing borrowers certainty of funding and protecting lenders from post-commitment diligence risks. Mechanisms like "special reserves" are used to account for unresolved due diligence issues while maintaining confidence for borrowers that funds will be available at closing.
- EDGAR Next changes begin next month: Starting September 15, the SEC's revamped EDGAR Next system for managing and accessing filing accounts becomes mandatory, replacing the legacy process. The changes enhance security and allow companies to better manage account credentials, requiring formal delegation of filing authority to affiliated filers, such as law firms and financial printers. Companies must designate account administrators to oversee credentials and make annual certifications to the SEC. Transitioning entities should act by December 19 to leverage a simplified enrollment process before more complex requirements take effect.
About Dechert's Global Finance Practice
Dechert’s global finance practice provides a responsive, interdisciplinary, multi-jurisdictional team to address the complexities of modern finance transactions across categories and geographies. With more than 200 lawyers in the world’s major financial centers, our internationally recognized practice provides clients with innovative deal structuring, creative financing strategies and efficient execution. Our clients receive comprehensive solutions for all of their finance needs. By tapping into the breadth of Dechert’s expertise, we deliver advice on fund finance, real estate finance, structured finance, leveraged finance and securitization matters.
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