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CMBS and the Real Estate Lawyer 2018: Lender and Borrower Issues in the Capital Market


Speaker(s): Alan Kronovet, Ana Rosu Marmann, Daniel B. Rubock, Erin E. Stafford, Joseph Franzetti, Matthew B. Ginsburg, Michael D. Hamilton, Stacy G. Ackermann, Stephanie Petosa, Steven G. Horowitz, Thomas F. Nealon III
Recorded on: Feb. 5, 2018
PLI Program #: 221029

Erin Stafford is a Managing Director with DBRS, Inc. in the commercial mortgage-backed securities (CMBS) group responsible for DBRS CMBS ratings activity in the U.S. and Canada.  Prior to being appointed Head of North American CMBS in 2009, she managed CMBS surveillance for DBRS-rated transactions and commercial mortgage servicer evaluations. 

Ms. Stafford has over 20 years of experience working at rating agencies in the CMBS industry.  Prior to joining DBRS, Ms. Stafford was with Fitch Ratings in the CMBS group with a focus on monitoring ratings of existing CMBS transactions.  She has served as a co-chair of the Post Securitization committee of the CRE Finance Council (formerly CMSA) and as Chair for the Servicer's Forum of the CRE Finance Council.  Industry work for the CRE Finance Council also includes a White Paper on Canadian Defeasance and conducting IRP Tutorials as part of the Council's educational initiatives.  Erin has also served as Chair of the International Committee for the Mortgage Bankers Association (MBA) and currently serves as a member of the board of governors (COMBOG).   

Ms. Stafford holds a Masters of Business Administration from Northwestern University’s Kellogg Graduate School of Management with a concentration in real estate and a Bachelor of Science from the University of Wisconsin – Madison.


Joseph Franzetti is a Senior Vice President at Berkadia, where he manages Capital Markets lending relationships.  He has over 30 year of mortgage finance experience. Prior to joining Berkadia in 2010, Mr. Franzetti was a Managing Director at Cohen Financial where he advised borrowers on loan restructurings and workouts. Prior to Cohen, he was responsible for loan originations and syndications at NY Credit Advisors. As part of that activity securitized commercial mortgage loans as well has invested in senior and subordinate debt positions. Prior to that, he managed the Commercial Mortgage Conduit at Citigroup where he was responsible for originating and underwriting. Earlier, he managed the ratings groups for CMBS, RMBS and REIT securities at both Standard and Poor’s and Duff & Phelps (now Fitch).

Mr. Franzetti is a past president of CMSA (now CRE Finance Council) and served on the board of governors of that trade association for nine years. He also served on the commercial board of governors of the Mortgage Bankers Association. His professional designations include Certified Public Accountant (inactive) and CRI (Chartered Realty Investor). He is a frequent speaker and writer on the topic of Commercial Mortgage Backed Securities. Mr. Franzetti has a M.B.A. from New York University and a B.S. in accounting from Villanova University.


Steven G. Horowitz serves as Chief Legal and Risk Officer at Open Space Institute, based in New York.  At OSI he focuses on land conservation, environmental mitigation, climate change and a wide range of resiliency activities.  He recently retired after many years as a partner of Cleary Gottlieb where he regularly represented U.S. and international commercial and investment banks, foreign and domestic institutional investors, property owners and corporations in their real estate matters. Transaction types encompassed all forms of joint ventures, mortgage finance and securitization, loan syndication, mortgage loan trading and subordinate debt, restructuring and real estate-related mergers and acquisitions.  In addition, he focused on credit tenant and portfolio leasing, workout and bankruptcy matters, investment entity formation and tax-oriented finance transactions, and investments in non-traditional property types such as resorts and hotels, Indian gaming casinos, mines, timber, utilities, sports fitness clubs, hospitals and nursing homes.

Steven repeatedly has been recognized by the business and legal press for his work on behalf of clients, including The Best Lawyers in America, which includes him in its 2018 edition, making Steven one of a small group to receive this honor for more than 15 consecutive years.  Prior to Law School, he worked as a housing and urban development planner in the New York City Department of City Planning.


Michael Hamilton is an advisor to clients in real estate, finance and corporate restructuring transactions. Michael has been involved in more than US$100 billion of transactions, including hundreds of transactions representing borrowers, owners, developers and equity providers.

EXPERIENCE

  • Represented the seller of 11 Madison in Manhattan in 2015, which (at the time) was the second largest single office building sale in New York City history (US$2.8 billion total deal value)
  • Represented a public REIT, a private REIT and a Canadian pension plan in a US$1.8 billion restructuring and recapitalization of a joint venture
  • Represented the borrower in a single asset, US$1.4 billion CMBS loan secured by the Metropolitan Life Insurance Company building in New York City
  • Represented a joint venture involving a public REIT and a foreign sovereign in the refinancing of 4 shopping centers with an aggregate loan amount of US$1.8 billion
  • Represented a municipality in the successful settlement of a disputed purchase and sale transaction involving highly contaminated property; representing the same municipality in the disposition of its interest in such property to a developer and manufacturer which is anticipated to result in a successful re-use of the brownfield property and long term stream of reliable, utility revenue for the municipality
  • Served as co-lead counsel to the acquirer in a US$22+ billion corporate transaction, involving a publicly-traded real estate investment trust (REIT) that owned 400+ properties globally. The transaction required constant-readiness and "on-call" knowledge of the target's operations as well as the law of 25+ state and foreign jurisdictions in which the target's properties were located. As coordinator of more than 200 lawyers within his Firm over an 18-month period, Michael advised the client on matters pertaining to 100+ mortgage financings, 30+ hedge instruments, 20+ joint ventures, 15+ ground leases, 20+ local development agreements, 30+ taxable and tax-exempt financings, and 400+ existing entities. On a single day in late 2007, Michael and his co-counsel from 5 other leading New York law firms oversaw the closing of the target acquisition which required the concurrent formation of 1000+ new entities, completion of 8 new corporate credit facilities (exceeding US$6 billion), closing of 100+ property refinancings (exceeding US$9 billion), and 40+ amendments to existing credit facilities and hedge instruments


Alan Kronovet is an executive vice president and the group head of Wells Fargo Commercial Mortgage Servicing. Based in Charlotte, N.C., he leads more than 900 team members, primarily located in Charlotte; the San Francisco Bay Area; greater Washington, D.C.; and India.

Commercial Mortgage Servicing serves clients throughout the United States including individual borrowers, institutional investors, financial institutions, internationally recognized investment banks, and other third-party investment groups. Alan has extensive experience in all aspects of commercial real estate finance including loan origination, securitization, and servicing and asset management of securitized loans and GSE loans.

Most recently, Alan held an executive role at Fannie Mae, where he was responsible for leading the Multifamily Mortgage Operations group. Prior to Fannie Mae, Alan worked at Wells Fargo, Wachovia, and First Union for fourteen years in various commercial real estate roles, most recently in commercial real estate loan servicing and asset management.

Alan is a member of the Mortgage Bankers Association of America (MBA) and Commercial Real Estate Finance Council (CREFC). He has served as the MBA Servicer Council co-vice chair since 2013, and on the MBA Servicing Conference Steering Committee in both 2014 and 2015. He assisted with the MBA’s Council to Shape Change, and chaired the joint CREFC/MBA Loan Assumption Task Force. Alan regularly attends industry conferences, often as an expert panelist, and has authored or co-authored four published articles on various aspects of CMBS.


Ana Rosu currently is a Director at Citigroup in New York, where she is responsible for managing the closing team and the legal process for the origination, securitization, syndi-cation, distribution, asset management and workout of loans originated in the Commercial Mortgage Backed Securities Group.

Ms. Rosu graduated magna cum laude and received her B.A. degree from Hofstra Uni-versity with high honors in 1999 and was awarded a J.D. degree from Fordham Universi-ty School of Law in 2002, where she was an editor of the Fordham International Law Journal. Ms. Rosu was an associate at Dechert LLP in the Real Estate Finance Group un-til the end of 2004, when she joined Merrill Lynch as a loan closer in the Commercial Mortgage Back Securities Group. Ms. Rosu has been with Citigroup since June 2007.

Ms. Rosu is a member of the New York and New Jersey State Bar Associations.


Dan Rubock is Senior Vice President and senior counsel with the Commercial Real Estate Finance Group at Moody’s Investors Service, helping Moody’s develop its policy for structural and legal issues in CMBS.

Prior to joining Moody’s in 1999, Dan practiced law with Cadwalader Wickersham & Taft, Dechert Price & Rhoads and White & Case, concentrating in commercial real estate law and real estate litigation.

Dan is a graduate of Yale College and Columbia Law School. He was elected a Fellow of the American College of Real Estate Lawyers in 2007, is a Certified Mortgage Banker, and is a member of the editorial board of CRE Finance World.


Stacy Ackermann is a partner in the firm’s Charlotte office and is practice area leader for the global finance practice group of K&L Gates. Her work includes the representation of servicers, lenders, investors, and other market participants in all aspects of various financial and credit market transactions. Stacy has extensive experience representing servicers of commercial mortgage-backed securities, including in connection with securitizations, the purchase and sale of servicing rights, and loan workout and restructurings. She also regularly represents servicers and lenders in all other aspects of loan-level asset management, including loan assumptions, leasing matters and defeasances.
Stacy routinely serves on panels and leads training sessions relating to current issues in structured finance transactions. She is also an active member of CREFC and the MBA.

Professional/Civic Activities

  • American Bar Association
  • North Carolina Bar Association
  • CREFC
  • MBA

Education
J.D., University of South Carolina, 2001 (magna cum laude; associate editor-in-chief of the South Carolina Law Review; Order of the Coif; Order of the Wig and the Robe)

B.A., Furman University, 1998 (cum laude)


Stephanie M. Petosa is a managing director in Fitch Ratings’ commercial mortgage group. She is responsible for operational risk reviews of CMBS loan originators, publishes related research on underwriting trends and is a frequent participant on panels at industry events. Stephanie has been at Fitch for over 15 years and has 25+ years’ experience in the industry. 

Prior to joining Fitch in 1998, Stephanie was an investor liaison at GE Capital where she managed the business relationship between GE Capital Commercial Loan Services and investors, rating agencies, issuers, and special servicers.
Stephanie earned a BS in marketing and management from Clarkson University and an MBA in management from Houston Baptist University.


Thomas F. Nealon III is Vice Chairman and Director of Legal Affairs for LNR Partners, LLC. LNR Partners, LLC is the largest special servicer in the CMBS industry. Mr. Nealon joined LNR’s predecessor in 1992. Since then Mr. Nealon has been actively involved and instrumental in helping LNR achieve its position as the leading Special Servicer in the CMBS industry. In his role as General Counsel, Mr. Nealon was involved in the day-to-day management of all legal issues related to LNR Partners’ special servicing activities. He was also actively engaged in and oversaw all legal issues relating to workouts, creditor’s rights litigation and bankruptcy matters, including the retention and supervision of all outside counsel. Mr. Nealon is also an active participant in industry groups, particularly CREFC, addressing significant CMBS issues.

Mr. Nealon is a graduate of Georgetown University and the Georgetown University Law Center and is admitted to practice in the states of New York and Florida. Mr. Nealon is also an Adjunct Professor at the University of Miami School of Law where he teaches “Securitization of Commercial Real Estate” and “Distressed Property Workouts” as part of the University’s LL.M. in Real Property Development Program. He is also a Co-Author, together with Talcott J. Franklin of “Mortgage and Asset Backed Securities Litigation Handbook” (Thomson West). Mr. Nealon is also a Fellow of the American College of Real Estate Lawyers (ACREL).