Cases
Representative Matters: Commercial Real Estate
Finance: Represented PNC Bank, N.A. in providing credit support to its borrower in the form of purchasing up to $45 million of bonds to be issued by 3 jurisdictions (one in Kentucky, one in Florida
one in New York). The bond financing required the subordination to PNC's credit support of existing debt encumbering the borrower's real property, which prior debt is held by a syndicate of lenders led by Credit Suisse,
the negotiation of an Intercreditor Agreement among Credit Suisse
PNC.
Presently representing owner/operator of a portfolio of skilled nursing facilities being contributed into a joint venture with a large hospital system in the Northeast U.S.,
with the negotiation of a Transfer of Physical Assets (TPA) application involving the assignment
assumption of debt guaranteed by the U.S. Department of Housing
Urban Development (HUD).
Assisted client in forming a $100 million dollar commercial real estate opportunity fund involving a master ground lease investment platform
drafted offering memor
um, including unique risk factors,
counseled the client in connection with the proposed capital raise.
Represented entrepreneurs in connection with regulatory issues implicated in creating a cryptocurrency (Bitcoin) business to be conducted exclusively through automatic teller machines (ATMs) in Delaware, Maryl
, Virginia, the District of Columbia
California.
Represented hospitality client in connection with the development
construction of a hotel in Rehoboth Beach, Delaware, including negotiation of the Franchise Agreement with one of the leading global lodging businesses.
Represented developer
owner of a seniors housing facility in Westhampton, New York in connection with a $21 million HUD-insured permanent financing.
Assisted client with acquisition
financing of $20 million off-campus student housing project servicing University of Arizona.
Completed a third bulk financing through KeyBank National Association by Fannie Mae for a borrower/owner/operator client, totaling $183 million
secured by student housing projects in Texas, Iowa, Michigan, Kentucky, Georgia, Ohio, Kansas, South Carolina, North Carolina, Florida
Georgia.
Represented a publicly-traded healthcare REIT in a number of dispositions, including the sale of skilled nursing facilities in the Northeast
Midwest US.
Represented Voxx International Corporation
a majority of its U.S.
foreign subsidiaries in a $155 million syndicated, secured, asset-based loan facility extended by Wells Fargo, Citibank, Key Bank
HSBC.
Represented the borrower on a 15-asset, 20-building portfolio of assisted living
memory care facilities valued at more than $100 million. Red Mortgage Capital, one of the leading seniors housing industry DUS (Delegated Underwriting & Servicing) lenders, arranged a $75 million Fannie Mae DUS loan to finance the portfolio.
Represented the borrower in connection with financing a portfolio of 32 assisted living
memory care facilities in seven states valued at approximately $240 million
multiple assets in the portfolio had been financed with HUD mortgages that our client assumed following our representation in the HUD approval process. Represented the borrower in negotiating a $160 million credit facility from a traditional balance-sheet bank lender relating to other assets in the portfolio.
H
led as EVP & General Counsel for a private REIT, Medical Office Properties, Inc.,
a real estate investment partnership, Chain Bridge Capital LLC, the raising of equity capital from two SEC Rule 144A offerings to institutional investors.
H
led as EVP & General Counsel of a joint venture consisting of Chain Bridge Capital LLC
a publicly-traded REIT the creation, financing
management of a joint venture, Wakefield Capital LLC, through which approximately $235 million in equity commercial real estate (CRE) acquisitions was deployed in approximately two-
-a-half years
played principal role in creating one of the first specialty healthcare Taxable REIT Subsidiaries ( TRS ), comprised of 34 separate CRE assets across the US.
Co-founded
served as General Counsel, Chief Compliance Officer
Chief Operating Officer for Wakefield Capital Management, Inc., an SEC-licensed Registered Investment Adviser under the Investment Company Act of 1940.
H
led as EVP & General Counsel for Wakefield Capital LLC, the acquisition or ground-up development of 123 separate healthcare real estate assets (including medical office buildings (MOB's), medical research
lab facilities, seniors housing assets
specialty medical assets) comprising $515.5 million at initial investment.
H
led as General Counsel for Chain Bridge Capital LLC in the acquisition of a portfolio of mortgage loans, mezzanine
working capital loans along with multiple real estate equity investments in medical office buildings (MOB's)
seniors housing assets valued at $93.9 million at acquisition or loan origination.
Advised concerning the sale of a portfolio of 10 assisted living
memory care assets for $95 million to a private equity investor.
Closed the sale of a portfolio of 10 skilled nursing facilities to a NYSE publicly-traded REIT.
H
led as General Counsel the closing of a $24 million construction loan with purchase options for the ground-up development of six assisted living
memory care facilities
acquisition of related Certificates of Need from state healthcare regulatory agencies.
Advised concerning the preparation
marketing of a $300 million private placement memor
um to capitalize a real estate investment fund.
Represented Medical Office Properties, Inc., a specialty-Medical Office Building ( MOB ) REIT, in the acquisition, leasing, financing
disposition of 23 MOBs, cancer/specialty-medical treatment centers
hospital-system-related research/laboratory facilities located in California, Colorado, Florida, Maryl
, North Carolina, Texas
Virginia, including negotiating acquisition mortgage financing
refinancings with Bank of America, GE Capital, Wachovia
other lenders, as well as the sale of the portfolio to an institutional buyer resulting in an approximate 47% IRR for the company.
Commercial, Construction
Government Contract Litigation: Represented two federally-chartered financial institutions in breach of contract litigation related to United States v. Winstar Corp., et al. 518 U.S. 839 (1996) concerning the purchase of federal savings banks
the ability to use supervisory goodwill as an asset to meet regulatory capital requirements.
Represented Chase Manhattan in litigation alleging breach of promissory notes. Successfully argued that while Chase Manhattan breached its agreement to assign the corporations' notes when it could not locate the notes, the corporations failed to mitigate damages when they refused Chase's offered assignment
indemnity agreement.
Successfully represented a large construction contractor in litigation concerning whether a state statute relating to construction bonds prevented a federal court sitting in diversity from having subject matter jurisdiction.
