Real Estate Financing Transactions: Clients and Transactions

• Representation of financial institutions (banks, pension funds, insurance companies commercial finance lenders, credit unions, public agencies, etc.) chartered in many different states in financing transactions involving California real property of many asset classes: retail, office, hotel, multi-family housing, theaters/entertainment, industrial, mixed use, portfolio transactions, etc.). Representation of borrowers owning California real property in lending transactions with California and out-of-state financial institutions. Transactions include loan origination, loan modification and loan workouts for acquisition, construction, permanent, bridge, and many other loan structures.

• Representation of out of state employees’ credit union in term loan secured by shopping center in Southern California and in additional advance under same loan.

• Representation of Texas bank in loan for the construction of an assisted living facility in Northern California

• Representation of Administrative Agent and Lender as local counsel in loan to borrower to be formed by a REIT with respect to multi-tenant office building complex in Orange County, CA.

• Representation of borrower in financing for the construction of a Performing Arts Center at a major Los Angeles-area high school using the complex federal New Markets Tax Credit Program.

• Local counsel to borrower and affiliates comprising a major Southern California University, hospital and other facilities system in re-structuring of loan including issuance of opinions

• Representation of a national senior housing developer as borrower in refinancing of loans on California facilities under HUD 223(f) program (Client provides senior housing communities in 29 states).

• Limited lender representation as a) review of extensive borrower comments on loan documents; b) review of specific documents in financing packages; c) preparation or review of loan documents for specific lending programs; d) preparation of form loan documents to be used by financial institution members of trade association; e) review of loan files prior to lender taking enforcement action and f) other matters.

Entity Formation and Counseling: Clients and Transactions

• Representation of Canadian corporation in transaction to transfer property in California purchased in a portfolio transaction to an LLC formed for that purpose; advice to entity on doing business in California

• Representation of real estate owner/investors to restructure real estate ownership entities and raising capital for additional acquisitions

• Representation in initial phase of re-structure of limited partnership interests in partnership who, together with affiliates, acquires and develops major multi-family and mixed use transit-oriented real estate projects across Los Angeles County

• Representation of major area entertainment venue in review of proposed Operating Agreements and other agreements between the client and an adjacent outlet mall for the joint acquisition and development of land contiguous to both

• Expert witness report in major California litigation on topic of typical structures of real estate development entities

• Entity formation work for client in connection with conversion of client's debt to an entity into equity investments by the entity in limited liability companies controlled by the client

Loan Workout Transactions

• Major national bank - 2024 loan modifications of four loans secured by portfolios of commercial real estate properties owned by different affiliated borrowers. Many affiliated entities as guarantors and providers of additional collateral

• Major national bank - restructure of two loans (construction loan and line of credit for tenant improvements) secured by office buildings.

• Non-profit (publicly affiliated) Lender - workouts and enforcement action with regard to real estate and asset based loans

• Federal agency - receivership appointment and non-judicial foreclosure of airport ground lessee’s interest in property involving 55 hangar subleases

• Major national bank: loan modification transactions and in documentation of deed in lieu of foreclosure transactions

• Federal agency - workout of largest loan in the portfolio of an institution ($80 million dollars) participated loan secured by mixed use commercial and residential project

• Organizer and moderator (Norma Williams) of (first ever) 2 hour program at the September 2020 Annual Meeting of the American College of Mortgage Attorneys entitled “Loan Defaults and Two Not So Tough Acts to Follow” looking at then-current status of loan defaults, workout and bankruptcy alternatives and the Uniform Assignment of Rents Act and the Uniform Commercial Real Estate Receivership Act.

Purchase and Sale Transactions: Clients and Transactions

• Representation of national bank in sales of excess branch buildings and in purchase of branch buildings previously leased.

• Representation of affiliate of family-owned entities owning 13 individual Southern California supermarket stores in acquisition of its first full shopping center and in re- configuration of the shopping center, including lease terminations.

• Representation of trusts of high-net-worth individuals in sale of retail site owned by them and providing seller financing for the sale.

• Representation of California municipal pension fund in purchase of seven building, 248 unit luxury apartment community.

• Representation of prosthetics company in purchase of its sixth location; representation beginning after the parties had executed the purchase and sale agreement.

• Representation of major media and entertainment conglomerate in acquisition of largest office building in the San Fernando Valley area of Los Angeles.

• Representation of limited liability companies whose members included the country’s largest public pension fund and entities owned and controlled by a prominent sports and business personality in acquisitions of regional shopping centers, in leasing work arising out of ownership and in financing on one center.

• Representation of utility company - option to purchase 800,000 square foot office space office park.

• Multi-national media conglomerate - co-counsel representation of largest office building in a Southern California region.

• Representation on co-counsel basis of California’s largest pension fund in acquisition of two office building complexes in San Diego, California.

• Advice to out of state entity acquiring California real property as result of merger regarding California property tax requirements arising out of change of ownership and control of entities owning real property.

• Representation of owner in the sale of a 20-acre industrial multi-use facility in Orange County, California to one tenant exercising an option to purchase and, in its lease-back of the client’s portion of the facility.

Commercial Lending: Clients and Transactions

• Public agency-affiliated lender: all asset based loans to individual and entity borrowers and to all borrowers in specific retail projects

• Commercial bank: multiple interest rate options loans with accounts receivable, inventory, equipment as collateral

• Commercial bank: workout which required as additional collateral, limited partnership interests of borrower affiliate convertible to shares of stock of borrower's corporate general partner

• Financial institution: loan to borrower to enable the borrower's purchase of a real estate secured promissory note and deed of trust from an institutional real estate lender

Leasing Transactions: Clients and Transactions

• Representation of the largest US financial institution as a tenant in 28 major leases for retail or office locations, on ATM leases, and in 31 leases or ground leases in the expansion of its Southern California branch network.

• Representation of national child-care provider in ground leases of premises from which to provide services.

• Representation of regional childcare provider as a tenant in leasing transactions to acquire Southern California space for operations.

• Representation of the largest Southern California public utility in leasing transactions to acquire additional corporate headquarters consisting of approximately 200,000 square feet and option rights to purchase the 800,000 square foot office park of which the headquarters were a part.

• Representation of law firm tenant in lease of space in major downtown Los Angeles office tower owned by a life insurance company.

• Representation of Korean-based designer, manufacturer, and distributor in sublease of 60,000 square foot building in Inland Empire area of California.

• Representation of major California supermarket chain as tenant or seller in various leases and purchase and sale agreements throughout California. Properties included individual store assets as well as shopping centers and industrial centers/factories owned by the company.

• Representation of prospective franchisee of Canadian restaurant franchise in review of lease-related provisions of Franchise Agreement and reviewing lease proposals for Los Angeles County locations.

• Representation of foreign-based biotech company in due diligence and proposed lease review required prior to acceptance of letter of intent including evaluation of municipal and third-party requirements.

• Representation of national child-care provider in ground leases of premises from which to provide services.

• Representation of prospective franchisee of Canadian restaurant franchise in review of lease-related provisions of Franchise Agreement and reviewing lease proposals for Los Angeles County locations.

• Representation of office tenants in lease restructurings related to COVID-19.

• Representation of major public utility in 50,000 square foot office lease for advanced metering facility and in other leasing transactions.

• Lease terminations (including one with big box tenant) representing owner of shopping centers (for whom firm had done the shopping center acquisition work) in connection with the owner’s upgrading the center for occupancy by national tenants. Development of form lease for in-line tenants.

• Representation of major shopping center owners in negotiation and documentation of lease transactions with banks, restaurants, apparel retailers, health care centers and other retail and office uses. Tenants have been national, regional, and local companies.

• Representation of office users in lease renewals, re-negotiations and documentation of new leases including assistance in evaluating new lease opportunities and review and comment on letters of intent.

• Representation of numerous institutional lenders and borrowers in finance-related leasing matters including negotiation and documentation of SNDAs, imposition of requirements for major leases, documenting lender requirements for financing ground leases, review of priority issues including documentation of intercreditor agreements and considerations in drafting and enforcing assignments of rents and leases.