We help clients manage

• Borrower/Client relationships
• Creative solutions to fix problems
• Large volume deal flow and related time pressures
• Cost sensitivities
• Business risks
• Compliance issues

Interdisciplinary team

• Former in-house counsel for national financial institutions
• Bank and SEC regulators
• Real estate, finance, bankruptcy corporate, regulatory and tax perspectives

Our clients span the financial services sector

Navigate deal due diligence, think beyond closing

We use a practical business mindset and an interdisciplinary team to implement strategic practices for clients to help efficiently gather business intelligence, inform deal strategy, and position your business to manage risks and value beyond the deal.

Our real estate capital markets services help allow you to

• Close commercial real estate loans
  • Close fixed and floating rate CMBS loans, agency loans, construction and bridge loans, life company loans, construction and balance sheet loans on all property types and classes
  • Structure transactions and deal documents to achieve business goals for a broad range of loans, including syndicated loans, co-lending, mezzanine loans, participated loans and preferred equity structures
  • Negotiate co-lender agreements, intercreditor agreements, participation agreements and operating agreements with preferred equity and promote structures
• Purchase or sell loans
  • Purchase or sell assets consisting of loans, participation interest, preferred equity positions, and bonds
  • Experience with single assets and large portfolios of assets
• Conduct real estate transaction due diligence
  • Diligence either large portfolios of loan or loans with a large number of properties in a timely and cost-effective manner in connection with the origination or the 
  • Identify, assess and address business risks through real estate deal due diligence and loan reviews presented in a organized format that highlights issues
• Administer assets pledged under master repurchase facilities
  • Manage the pledging of assets consisting of notes, mezzanine loans, participation interests, private equity interests and bonds under master repurchase facilities
  • Administer day to day activities under master repurchase facilities, including documenting future advances, extensions, payoffs and releases
  • Foreclose and take title to assets on defaulted facilities
• Securitize loans – serve as loan seller counsel in connection with securitization of fixed rate or floating rate loan portfolios in public and private offerings, and single asset transactions
• Service loans and manage real estate assets
  • Manage loan modifications and extensions, full and partial loan assumptions, condemnation proceedings, defeasance transactions, cash management issues, covenant compliance, leasing, and negotiation of SNDAs
  • Protect lender’s interests in connection with real estate defaults, foreclosures, workouts, forbearances, bankruptcies, dispositions, and REO issues
  • Anticipate and address real estate secured loan lifecycle issues and implement deal structures and strategies aligned with business objectives
• Comply with regulatory requirements – help clients understand and navigate compliance issues associated with banking regulations and rules and regulations regarding loan originations and securitized transactions; including HVCRE, risk retention and REMIC tax concerns

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

CMBS Loan Origination

• Represented CMBS Lender in a $75 million loan secured by an ocean front mobile home and RV resort located in California
• Represented CMBS Lender in a $44 million loan secured by ten industrial properties located in Michigan owned by twenty-eight tenants-in-common
• Represented CMBS Lender in a $44 million loan secured by a student housing property in North Carolina
• Represented CMBS Lender in a $23.7 million loan secured by a hotel property located in California
• Represented CMBS Lender in a $23.2 million loan secured by a office property in Texas
• Represented CMBS Lender in a $23 million loan secured by a multifamily property complex development with historic tax credits under a “master lease” structure in New Hampshire
• Represented CMBS Lender in a $19 million loan secured by a retail property in Georgia
• Represented CMBS Lender in a $17.2 million loan secured by five office properties in North Carolina
• Represented CMBS Lender in $8.2 million loan secured by three multifamily properties in Florida
• Represented CMBS Lender in a $7.1 million loan secured by a retail property in Massachusetts

Life Insurance Company Loan Origination

• Represented life insurance company in a $115 million loan secured by industrial properties in Colorado, Georgia, New Jersey, North Carolina, Washington and Illinois
• Represented life insurance company in a $100 million balance sheet loan refinance secured by eight industrial properties in Illinois, Texas and California
• Represented life insurance company in a $58 million loan refinance secured by eight industrial properties in North Carolina and South Carolina
• Represented life insurance company in a $43 million balance sheet loan secured by a business center located in California
• Represented life insurance company in a $31 million balance sheet loan secured by a shopping center located in California
• Represented life insurance company in a $30 million balance sheet loan secured by a fee mortgage in an office space and a leasehold mortgage in an adjacent parking structure in Utah
• Represented life insurance company in a $21.5 million senior balance sheet loan and $5.5 million junior balance sheet loan secured by an office building in North Carolina
• Represented life insurance company in a $20 million balance sheet loan secured by a multifamily property in California
• Represented life insurance company in a $14.5 million balance sheet loan secured by a shopping center located in California
• Represented life insurance company in a $10 million balance sheet loan secured by an office building in Florida

Restaurant/Franchise Financing/Convenience and Gas Station Loan Origination

• Represented national lender as Administrative Agent and lender in the amendment and restatement of senior credit facilities consisting of a $48.4 million term loan, a 16.2 million term loan, $6 million development loan and $4 million development loan secured by 64 quick service restaurants in Delaware, Georgia, Maryland, and Virginia
• Represented national lender as Administrative Agent and lender in the refinance of a $38.1 million term loan, $10 million revolving loan, $1.5 million revolving loan, $8 million development loan, and $2 million capital expenditure loan secured by 20 convenience and gas stations in Colorado, Illinois, Kansas, Missouri and Ohio
• Represented national lender as Administrative Agent and lender in the amendment and restatement of senior credit facilities consisting of a $29.5 million term loan, a $12.6 million term loan and $10 million development loan secured by 103 quick service restaurants in Georgia, Kentucky, Ohio, North Carolina, Tennessee, Virginia, and West Virginia
• Represented national lender as in $15 million term loan and a $.35 million revolving loan secured by 16 quick service restaurants in Florida, Georgia, and Virginia
• Represented national lender as Administrative Agent and Lead Arranger in the refinance of a $34 million term loan, $13.5 million term loan, $9.7 million revolving loan and $1.8 million development loan secured by over 100 convenience and gas stations in Maine, Massachusetts, New Hampshire, and Rhode Island
• Represented national lender in the amendment and restatement of senior credit facilities consisting of a $38.2 million term loan and a $6 million development loan secured by 28 convenience and gas stations in South Dakota, Nebraska and Wyoming
• Represented hedge fund as Administrative Agent and lender in $37 million bankruptcy exit financing transaction secured by (i) 46 properties, including 43 gas and convenience stores in Colorado and Nebraska, and (ii) a pledge of equity interests in the borrowing entities
• Represented national lender in the amendment and restatement of senior credit facilities consisting of a $28.6 million revolving loan and a $5.6 million development loan secured by 12 convenience and gas stations in California
• Represented national lender in a $22.8 million term loan, $3 million revolving loan, and $2.2 million capital expenditure loan secured by 64 convenience and gas stations in Delaware, New Jersey and Pennsylvania
• Represented national lender in a $17.8 million term loan, $2 million development loan, and $500,000 revolving loan secured by 18 convenience and gas stations in Ohio

Construction and Bridge Loan Origination

• Represented national bank in a $150 million construction loan in New York
• Represented national bank in a $90 million mortgage and mezzanine construction loan secured by a historic building in Illinois
• Represented national bank in a $80 million mortgage loan for the development of vacant land in California
• Represented national bank in a $36 million mortgage loan secured by a to-be-converted hotel property in New York
• Represented national bank in a $35 million mortgage loan secured by a to-be-converted office property in New York
• Represented national bank in debt financing in acquisition transaction with an initial funding of $1 million and a commitment for future fundings of up to $30 million
• Represented private equity lender in a $21.3 million loan used to refinance a transitional two property retail shopping center portfolio located in Florida
• Represented regional bank in a $20 million loan secured by a transitional office building located in Georgia
• Represented regional bank in a $7.4 million loan to fund the acquisition and renovation of a hotel property in South Carolina
• Represented regional bank in a $6 million bridge loan secured by an undeveloped sporting community and town center project located in Georgia

Co-lending, Mezzanine Financing and Preferred Equity

• Represented national bank in a $125 million bridge loan comprised of a $32.3 million mezzanine loan and a $92 million senior loan secured by an office building in California
• Represented national bank in a $55 million loan comprised of a $15 million B-note and a $40 million CMBS A-note secured by a hotel property in Hawaii
• Represented private equity mezzanine lender in a $3.4 million mezzanine loan which closed simultaneously with an $26.6 million senior mortgage loan secured by an office property located in Texas
• Represented mezzanine lender in a $3 million mezzanine loan which closed simultaneously with an $15 million senior CMBS loan secured by an office complex in Tennessee
• Represented private equity mezzanine lender in a $2.3 million mezzanine loan which closed simultaneously with an $18 million senior mortgage loan secured by an office property located  in Colorado
• Represented private equity group with $1.5 million preferred equity transaction which closed simultaneously with an $6.6 million senior mortgage loan secured by an office property located  in New York
• Represented mezzanine lender in a $1.75 million mezzanine financing, secured by one of the last undeveloped parcels of real property in a high density and high demand neighborhood in Atlanta, Georgia
• Represented mezzanine lender in a related $1.4 million mezzanine financing which closed simultaneously with a $9 million senior CMBS loan secured by a hotel property in Indiana

CMBS Securitization

• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $1,217 million CMBS portfolio containing 23 fixed rate mortgage loans securing 24 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $1,148 million CMBS portfolio containing 20 fixed rate mortgage loans securing 181 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $1,124 million CMBS portfolio containing 18 fixed rate mortgage loans securing 21 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $925 million Single Asset CMBS securitization containing 1 fixed rate mortgage loan securing 235 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $893 million CMBS portfolio containing 18 fixed rate mortgage loans securing 27 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $818 million CMBS portfolio containing 4 fixed rate mortgage loans securing 4 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $799 million CMBS portfolio containing 17 fixed rate mortgage loans securing 25 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $762 million CMBS portfolio containing 18 fixed rate mortgage loans securing 18 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $506 million CMBS portfolio containing 11 floating rate mortgage loans securing 64 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $337 million CMBS portfolio containing 5 floating rate mortgage loans securing 15 properties originated by our client
• Represented institutional client as loan seller counsel in connection with the securitization of an approximately $297 million CMBS portfolio containing 5 floating rate mortgage loans securing 21 properties originated by our client

REPO Transactions

• Represented institutional client in financing of a participation interest in five assets totaling $520,500,000, which were secured by multiple properties in different jurisdictions
• Represented institutional client in financing of a participation interest in a $135,274,633 loan
• Represented institutional client in financing of a participation interest in a $229,090,909 loan
• Represented institutional client in the financing of a $220 million loan that was restructured into a senior loan evidenced by three notes and a mezzanine loan secured by an assemblage of properties
• Represented institutional client in the financing of uncertificated participation interests in senior loans totaling $296.75 million secured by hotel properties
• Represented institutional client in financing of a mortgage loan evidenced by three notes and mezzanine loan totaling $162 million secured by office and retail properties
• Represented institutional client in financing of a $137.5 note evidencing an interest in a $275 million senior loan
• Represented institutional client in the financing of a $60.75 million senior loan, evidenced by multiple notes, secured by an office building
• Represented institutional client in the financing of an interest in a $202.4 million loan evidenced by multiple notes and secured by multiple properties

Note Purchase and Sales

• Represented private equity group in the $218 million acquisition of 56 mezzanine loans, participation interest, preferred equity interests and rake bonds secured by various commercial real estate assets across the United States
• Represented institutional client in the acquisition and sale of $115 million B and C notes, secured by a class-A office building in NY, within an $850 million debt stack
• Represented institutional client in the sale of $100 million A and B notes, secured by a class-A office building in NY, within a $1.2 billion debt stack
• Represented institutional client in the acquisition and sale of $50 million mezzanine A and B notes, secured by the ownership interests in a portfolio of 20 hotels located in CA and TX, within a $240 million debt stack
• Represented institutional client in the sale of $47 million mezzanine B notes, secured by a resort property in Nevada
• Represented institutional client in the acquisition and sale of $45 million mezzanine C note, secured by the ownership interest in a luxury resort in Florida, within a $600 million debt stack
• Represented institutional client in the acquisition of a $42 million A note, secured by an office class-A office building in NJ, within a $125 million debt stack
• Represented institutional client in the acquisition and sale of a $39 million B-note, secured by a portfolio of 167 skilled nursing facilities across the United States, within a $1 billion debt stack
• Represented private equity group in the sale of $26 million of 8 mezzanine loans secured by various commercial real estate assets across the United States
• Represented institutional client in the sale of a $18 million mortgage loan, secured by a retail property in Texas