Borrower/Owner Representation

Represented privately held company in refinancing of multi – property strip mall developments. Negotiated mortgage commitment letter, loan documents, reviewed and cleared all manner of title issues, drafted negotiated Subrodination and Non-Disturbance Agreements as well as Tenant Estoppel Certificates with all tenants. Worked hand – in – hand with client to complete all due diligence items for all properties. change of form of asset ownership – Created a Delaware limited liability company, a Delaware corporation to act as the LLC’s general partner and a second Delaware LLC to own the balance of the interests of the entity. Drafted LLC Agreements and Corporate by-laws, as appropriate, for the purpose of governing the ownership structure. Transferred the various assets owned by the company into the asset ownership level entity. Drafted all corporate consents and LLC member consents necessary to complete the transfer.

Represented privately held corporation in the purchase and financing of several properties including a medical center. Drafted and negotiated the Contract of Sale, Limited Liability Operating Agreement between the individual members of the purchasing group, negotiated the Mortgage Commitment letter, negotiated all loan documents including a mortgage and a construction loan agreement. Cleared all relevant title issues, drafted all miscellaneous closing documents.

Represented privately held corporation in the financing of an apartment building with a commercial component. Drafted and negotiated the Limited Liability Operating Agreement between the individual members of the purchasing group, negotiated the Mortgage Commitment letter, negotiated all loan documents, clleared all relevant title issues and drafted all miscellaneous closing documents.

Represented privately held corporation in the financings of multiple apartment buildings. Drafted and negotiated the Limited Liability Operating Agreement between the individual members of the purchasing group, negotiated the Mortgage Commitment letter, negotiated all loan documents, clleared all relevant title issues and drafted all miscellaneous closing documents.

Represented privately held company in change of form of asset ownership – Created a Delaware limited liability company, a Delaware corporation to act as the LLC’s general partner and a second Delaware LLC to own the balance of the interests of the entity. Drafted LLC Agreements and Corporate by-laws, as appropriate, for the purpose of governing the ownership structure. Transferred the various assets owned by the company into the asset ownership level entity. Drafted all corporate consents and LLC member consents necessary to complete the transfer.

Represented privately held company in transfer of assets – Created a Delaware limited liability company, a Delaware corporation to act as the LLC’s general partner and a second Delaware LLC to own the balance of the interests of the entity. Drafted LLC Agreements and Corporate by-laws, as appropriate, for the purpose of governing the ownership structure. Transferred the various assets owned by the company into the asset ownership level entity. Drafted all corporate consents and LLC member consents necessary to complete the transfer and obtained consents from various trustees and other corporate entities required to effectuate the asset transfer.

Represented real estate developer, as borrower, in $164,900,000 recapitalization of an office tower located in Atlanta, GA - Negotiated and drafted limited liability company agreements and corporate resolutions for all entities involved on the borrower side of the transaction. Negotiated loan agreement, mortgage, mortgage note and all ancillary loan documents with lender. Negotiated and drafted the borrower’s attorney opinion letter with lender’s counsel and co-counsel in Delaware. 

Represented property owner in several multi – property, cross – collaterized and cross defaulted loan. Negotiated Mortgage Commitment Letters, mortgages, consolidation, extension, spreader and modification agreements including property release provisions. Cleared all title issues, negotiated Assignment documents between old lenders and new lenders.

Real Estate Fund Representation

Represented a family controlled Real Estate Fund that specializes in purchasing distressed residential properties in short sales, rehabbing the properties and selling for the new fair market value. This requires preparation of contracts, extensive due diligence and title reviews of each property, extensive negotiating with property owners and their banks, assisting the client in obtaining financing for these projects and attending closings for same. Created entites and drafted by-laws and operating agreements, negotiated Mortgage Loan Commitment Letters, negoatiated loan documents including guarantees.

Lender Representation

Represented private equity fund in connection with a $35,000,000.00 mezzanine loan for a new hotel construction project in New York City. Managed and conducted extensive due diligence on the borrower and advised client on how best to lien the assets of the borrower. Drafted and negotiated all aspects of the Loan Agreement, Note, various Pledges of collateral, Environmental Agreement, the Intercreditor between the private equity fund and the Senior Debt Holder, UCC-1 financing statements and Riders. This transaction was completed under the EB-5 rules so the structure had to comport with the fund's offering plan and the EB-5 rules which required the mastering of those issues. Reviewed title insurance commitments for loan, advised client of all issues pertaining thereto and negotiated final title insurance policies for the liens.

Represented commercial Lender concerning a credit facility to a network of Gasoline Stations located throughout Upstate New York, New Jersey and Pennsylvania - Managed and conducted extensive due diligence on the borrower and advised co-counsel and client on how best to lien the assets of the borrower. Drafted UCC-1 financing statements and Riders for each locality where required to lien the assets. This transaction included many take-out options for the borrower which require lender to continually lien and release assets as they are added to and then taken out of the pool of assets. Reviewed title insurance commitments for each property, advised co-counsel and client of all issues pertaining thereto and negotiated final title insurance policies for the liens. Drafted and negotiated mortgages/deeds of trust for each property.

Represented commercial Lender concerning a credit facility to an energy company with assets in Texas and Louisiana - Managed and conducted extensive due diligence on the borrower and advised co-counsel and client on how best to lien the assets of the borrower. Consulted local counsel in Texas and Louisiana to determine the local practice regarding the liening of oil wells and natural gas fields. Consulted local counsel in Louisiana concerning effects of local law derived from the French Civil Code on the overall transaction. Drafted UCC-1 financing statements and Riders for each locality to secure the asset. Drafted and negotiated deeds of trust for each property. Reviewed title insurance commitments for each property, advised co-counsel and client of all issues pertaining thereto and negotiated final title insurance policies for the liens.

Represented commercial Lender in a credit facility to a modular space manufacturer securing assets located in several different States – Managed and conducted extensive due diligence on the borrower and advised co-counsel and client on how best to lien the real estate assets (owned real property) and liabilities (leased property) of the borrower. Drafted UCC-1 financing statements and Riders for each locality where required to lien the asset. Reviewed title insurance commitments for each property, advised co-counsel and client of all issues pertaining thereto and negotiated final title insurance policies for the liens. Drafted and negotiated mortgages/deeds of trust for each property.

Represented commercial Lender in a $365,000,000 credit facility to a modular space manufacturer securing assets located in several different States – Managed and conducted extensive due diligence on the borrower and advised co-counsel and client on how best to lien the real estate assets (owned real property) and liabilities (leased property) of the borrower. Drafted UCC-1 financing statements and Riders for each locality where required to lien the asset. Reviewed title insurance commitments for each property, advised co-counsel and client of all issues pertaining thereto and negotiated final title insurance policies for the liens. Drafted and negotiated mortgages/deeds of trust for each property.

Represented lender concerning a loan of $280,000,000 to a real estate developer for the debt refinancing of a multi-family rental property and a condominium development - Negotiated and drafted mortgage, mortgage note and all ancillary loan documents, as well as a four-party recognition agreement between the lender, the developer, the borrower and the condominium. Independently brought the transaction to closing.

Represented lender in the refinance of multiple cross defaulted and cross collateralized properties - Negotiated and drafted the mortgage commitment letter, the consolidation, extension, modification and spreader agreement with cross defaulting and cross collateralization language, amended and restated mortgage, amended and restated note and all other ancillary loan documents for the Lender.

Seller Representation

Represented Seller in the sale of development property for the purpose of erecting an eight story 104 unit low income senior housing apartment building – Negotiated and supervised the drafting of a Development Agreement, Regulatory and Operating Agreement, Environmental Indemnity Agreement, Payment and Completion Guaranty as well as a Deed containing several covenants that run with the land including a reverter clause.

Represented seller in the $1,800,000,000 asset sale of major New York City office building - Negotiated and drafted all corporate resolutions and member/board of directors’ consents for multi-tiered ownership structure to formally agree to the completion of the transaction as well as the defeasance of a senior loan and the payoff of a mezzanine loan. Negotiated and drafted attorney opinion letter in connection with the senior loan defeasance. Analyzed and resolved all title issues. Negotiated mezzanine loan payoffs as well as all tenant estoppel certificates. Completed three day closing of the transaction.

Represented seller in the $1,000,000,000 asset sale of a “package” of twelve triple net leased properties located in several different states in two separate transactions - Supervised two junior associates. Negotiated and drafted each Asset Purchase Agreement, tenant estoppel and lender estoppel certificates. Created a Delaware corporation for the purpose of selling one set of assets in a stock sale. Prepared all corporate resolutions and member/board of directors’ 

consents for multi-tiered ownership structure to formally agree to the completion of the transaction. Analyzed and resolved all title issues on a property by property basis and drafted all closing documents.

Purchaser Representation

Represented potential acquiror of Option One Mortgage Corporation - Supervised a team of junior associates. Managed and conducted extensive due diligence on the target and compiled a detailed executive summary regarding the real estate assets (owned property) and liabilities (leased property) of the target which included a comprehensive Excel spreadsheet comparing lease notice requirements for an upper tier stock transfer versus a straight asset purchase. Amended the executive summary numerous times throughout the course of the transaction to reflect changing market conditions which resulted in the adjustment of the business terms of the transaction as well as the various proposed overall deal structures. Regularly conferred with opposing counsel to monitor targets progress and ability to comply with the requirements of the Asset Purchase Agreement. This transaction did not close.

Represented a private equity group in the purchase of publicly traded company with assets throughout the US, Canada, the UK, France and the Far East - Managed and conducted extensive due diligence on the target and compiled a detailed executive summary regarding the real estate assets (owned real property) and liabilities (leased property) of the target. Coordinated due diligence efforts with overseas counsel. Advised co-counsel and the client of all relevant issues pertaining to both domestic and overseas assets discovered over the course of the transaction. Prepared the relevant section of the executive summary which detailed the processes for obtaining landlord/lender consents to the transaction as applicable.

Joint Venture Representation

Represented real estate developer in sale of a fractional ownership of a development property located in Atlanta, GA which included a recapitalization of debt with two co-lenders - In connection with the sale, negotiated and drafted the Asset Purchase Agreement, the Joint Venture Agreement, all corporate resolutions and member/board of directors’ consents for multi-tiered ownership structure to formally agree to the completion of the transaction. In 

connection with the recapitalization, negotiated the loan agreements, mortgages, mortgage notes and all ancillary loan documents with lender. Negotiated and drafted limited liability company agreements and corporate resolutions for all entities involved on the borrower side of the transaction. Negotiated and drafted the borrower’s attorney opinion letter with lender’s counsel and co-counsel in Delaware.