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The Changes Continue | February 2021 | Issue No 21: New York Assembly-Sponsored Legislation Proposes New Tax on Mezzanine Debt and Preferred Equity | Cadwalader, Wickersham & Taft LLP

New York Assembly Sponsored Legislation Proposes New Tax on Mezzanine Debt and Preferred Equity | Cadwalader, Wickersham & Taft LLP

New York Legislation Proposes New Tax on Mezzanine Debt

Tuesday, February 9, 2021 Assembly Bill A3139 was introduced by Assembly Member Harvey Epstein on January 22, 2021. The bill is currently in committee but, if enacted, it will amend New York’s Real Property Law and Tax Law to require the recording of mezzanine debt and preferred equity investments and subject it to the mortgage recording tax. These amendments will force borrowers and lenders to reconsider the economic costs of mezzanine financing. The first major change is the requirement for the recording of mezzanine debt and preferred equity investments entered into simultaneously with mortgages secured by real property. If enacted, the law will amend Real Property Law, Section 291-k to require mezzanine debt or preferred equity investments to be recorded whenever a corresponding mortgage is recorded against real property. This provision encompasses “debt carried by a borrower that may be subordinate to the primary lien and is senior to the common shares of an enti

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