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CMBS and the Real Estate Lawyer 2019: Lender and Borrower Issues in the Capital Market


Speaker(s): Ana Rosu Marmann, Chris Fernandez, Daniel B. Rubock, David W. Forti, Erin E. Stafford, Joseph Franzetti, Joseph Philip Forte, Meredith J. Kane, Micah J. Goodman, Michael Barbieri, Steven G. Horowitz, Y. Jeffrey Rotblat
Recorded on: Feb. 4, 2019
PLI Program #: 252348

Christopher Fernandez is a member of K&L Gates LLP global finance team.  Chris has more than seventeen years of experience advising and representing lenders, servicers, and special servicers in a variety of transactions, including workouts, loan sales, loan assumptions, restructurings, foreclosures, and bankruptcies. Mr. Fernandez is experienced in all aspects of commercial mortgage-backed securities loan servicing and loan related litigation.  As servicer’s counsel, he has obtained receivers for commercial properties; successfully argued summary judgment motions in federal court and relief from stay motions in bankruptcy court.  Chris regularly advises CMBS and CLO loan servicers and special servicers in connection with portfolio and loan-level transactions, cash management structuring, identification and mitigation of bankruptcy risks, defaults, and litigation.

J.D., Washington & Lee University School of Law, 2001 (cum laude; executive editor, Washington and Lee University Law Review)

B.S., Chemical Engineering, The University of Texas at Austin, 1990

Prior to his legal career, Mr. Fernandez served as a surface warfare officer in the United States Navy.

Bar Admissions:  North Carolina


David W. Forti, co-chair of Dechert’s global finance and real estate practice groups and a member of the firm's Policy Committee, focuses his practice in the areas of real estate finance and securitization. Mr. Forti represents various lenders, issuers, funds, b-piece buyers, master servicers and special servicers in transactions involving loan origination, mezzanine financing, loan sales and purchases, preferred equity transactions, CMBS securitization, post-closing modifications, work-outs and foreclosures.

Mr. Forti is consistently recognized as a leading real estate lawyer by legal referral guide Chambers USA, which cited him as being a “terrific lawyer who is smart, cooperative and someone who works really hard for his clients.” He is also included in The Legal 500 (U.S.), the Guide to the World’s Leading Structured Finance and Securitization Lawyers and The Best Lawyers in America. In 2017, Mr. Forti was honored by the Philadelphia Business Journal in its inaugural Best of the Bar Awards.


Erin Stafford is a Managing Director with DBRS Morningstar in the commercial mortgage-backed securities (CMBS) group responsible for DBRS CMBS ratings activity in the U.S. and Canada.  Ms. Stafford was appointed head of the combined DBRS and Morningstar Credit Ratings (MCR) agency following the acquisition of DBRS by MCR’s parent Morningstar, Inc. Prior to being appointed Head of North American CMBS in 2019, she managed the CMBS team for DBRS for over ten years.  Ms. Stafford initially joined DBRS in 2003 with a focus on CMBS surveillance for DBRS-rated transactions and commercial mortgage servicer evaluations. 

Ms. Stafford has over 22 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) and was elected to serve as the COMBOG member-elect on the association’s governing board.  

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.


Jeffrey Rotblat is a partner in the Capital Markets Group, resident in Cadwalader's New York office. His practice is concentrated in the areas of structured finance, commercial real estate securities and federal securities laws.

Jeffrey practices primarily in commercial real estate securities representing major Wall Street investment banks and financial institutions in their roles as issuers, loan sellers, underwriters and placement agents in both public and private offerings of mortgage-backed securities and other structured finance products. He also represents investment banks, specialty finance companies and investment funds structuring and negotiating mortgage loan trades, mortgage loan participations, subordinate loans and asset-backed securities. He also represents special servicers and specialty finance funds in work-outs and restructurings of non-performing commercial mortgage loans in CMBS and CRE CLO transactions.

An active participant in CMBS industry trade organizations, Jeffrey often participates in panel presentations at industry conferences. He has been active on behalf of various CMBS industry trade groups in their communications with the U.S. Securities and Exchange Commission regarding legislation affecting the ABS industry.

Jeffrey is a contributing author of “Mortgage and Asset Backed Securities Litigation Handbook,” Thomson/West, April 2008.

Jeffrey received his B.A., summa cum laude, from Yeshiva University and his J.D., cum laude, from the University of Pennsylvania School of Law. He is admitted to practice law in the State of New York.


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, where he securitized commercial mortgage loans and invested in senior and subordinate debt positions. Prior to that, he managed the Commercial Mortgage Conduit at Citigroup where he was responsible for originations and underwriting. Earlier in his career, he managed the CMBS, RMBS and REIT ratings groups 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.


Micah Goodman is a managing director and general counsel of Benefit Street Partners' commercial real estate business. He is also general counsel and corporate secretary of Benefit Street Partners Realty Trust, Inc. Prior to joining BSP in 2014, Mr. Goodman was an executive director in the transaction management group at Ladder Capital Finance, where his team was responsible for structuring, negotiating and closing commercial real estate loans. Prior to joining Ladder Capital, Mr. Goodman was a vice president at Credit Suisse and at JP Morgan Chase in their real estate capital markets groups. Previously, Mr. Goodman was a real estate and finance attorney at Fried, Frank, Harris, Shriver & Jacobson LLP and Brown Raysman Millstein Felder & Steiner LLP. Mr. Goodman received a Juris Doctor from Cornell Law School and a Bachelor of Arts from Swarthmore College.


Michael is a senior Vice President on the CMBS securitization team in the Real Estate Finance Group. He joined Goldman Sachs as an analyst in 2006 and has been a member of the Real Estate Finance Group since 2011. He currently heads up the group’s CRE CLO and Agency CMBS efforts and has worked on over 100 CMBS deals across Conduit, SASB, Agency and CRE CLOs. Prior to joining Goldman Sachs, Michael worked at Ernst & Young in their Structured Finance Advisory practice focused on CMBS. Michael graduated from the University of Michigan with a Bachelors of Business Administration.


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.


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.


Joseph Philip Forte is a partner and Chair of the New York Real Estate department. Mr. Forte has substantial experience in commercial real estate capital markets and finance, with a particular emphasis on the origination, structuring, workout and enforcement of commercial mortgage loans. His experience includes permanent, bridge and construction mortgage lending; mezzanine finance; pari passu and subordinate debt; co-lending and participation agreements; loan sales and purchases; loan workouts, foreclosures and restructurings; and environmental risk management for lenders. He regularly advises lenders and investors on mortgage banking, doing business licensing, usury, federal preemption and investment authority, as well as secondary mortgage and capital markets issues.

He has been at the forefront of many major innovations in the real estate finance industry for over four decades. He was involved in the early development of the secondary and securitization markets for residential, multifamily and commercial mortgages and, in 1988, he developed the program and loan documents for the first commercial mortgage loan conduit and other early standardized conduit programs, loan documents and flow purchase programs.

Joe also represents traditional portfolio lenders as well as special servicers in CMBS transactions, whether as stand-alone transactions or in complicated capital stacks involving senior mortgage debt, subordinate B-notes or mezzanine debt with intercreditor, participation and co-lender arrangements. His workout experience began with the failure of the early mortgage REITs in the mid-‘70s; the interest rate spike and disintermediation crisis in the late ‘70s and early ‘80s; the partnership syndication crisis subsequent to the adoption of the 1986 U.S. Tax Doe; the savings and loan crisis and the RTC workouts in the early ‘90s; the market disruption after the Asian Flu crisis in August 1998 through the most recent financial crisis over the last decade. He has dealt with a wide array of disparate issues in resolving problem loans with the support of experienced partners in litigation, bankruptcy, corporate banking and tax practices.

HONORS

Joe has been recognized as a leading real estate finance practitioner in national and international surveys. Since 2004, he has regularly been highlighted by Chambers USA for his real estate practice and has been hailed as “a legend” “who is at the top of his game. “He is someone who everyone truly respects.” Chambers USA stated that Joe is “a highly experienced and respected real estate finance specialist. He has notable expertise on the structuring, origination and workout of commercial mortgage loans.” The Legal 500 United States has also recommended Joe for his real estate practice.

Joe has been recognized annually by The International Who’s Who of Real Estate Lawyers as one of the top 10 most highly regarded lawyers, and from 2010 to 2013 and 2017 as “Global Real Estate Lawyer of the Year.” He was featured in the Real Estate chapter of the inaugural Who’s Who Legal: Thought Leaders 2017. In 2013, he was one of only two attorneys recognized among 30 executives in Commercial Property Executives’ “Most Influential People in Real Estate” feature celebrating those central to driving growth and innovation in the commercial real estate recovery.


Co-Chair of the Paul, Weiss Real Estate Department and a member of the firm’s Management Committee, Meredith J. Kane regularly represents developers, equity investors, institutional and entrepreneurial owners and government agencies in all aspects of development, finance, acquisitions and sales, equity joint ventures, restructuring, leasing and securitization of real estate.

Ms. Kane has received numerous honors and awards for her work. She was honored as the 2009 Woman of the Year by WX - New York Women Executives in Real Estate, and was named one of the Top 50 Women in Real Estate and one of 25 Current Leaders in the Industry by Real Estate Weekly and The Association of Real Estate Women. Euromoney Legal Media Group named her Best in Real Estate at the 2012 inaugural Americas Women in Business Law Awards and Grid Magazine named her one of the top 10 American women in real estate development. Most recently, Commercial Observer profiled Ms. Kane as part of New York’s Most Powerful Real Estate Attorneys, an accompaniment to its 2015 Power 100 list.

Ms. Kane is also cited by multiple legal directories as one of the leading real estate lawyers in the United States. In Chambers USA 2015, sources describe her as “terrific” and a “problem solver.” She is recognized for advising Rockefeller Group Development Corporation on the financing and development of the Flushing Commons Project. Ms. Kane is also recognized in Who’s Who Legal USA, The Legal 500, The Best Lawyers in America and numerous other peer-review publications. She is a member of the American College of Real Estate Lawyers.

Ms. Kane served as a commissioner of the New York City Landmarks Preservation Commission from 1995 to 2004. She was a member of the World Trade Center Memorial Center Advisory Committee. She was a lead official from 1985-87 of the New York City Department of Housing Preservation and Development in charge of the planning and development of 8,000 new housing units, and a City Planning official for the City of New Haven from 1977-79 in charge of mixed-use retail and commercial districts. She is a regular speaker at professional forums on real estate development and finance, and she also contributes to The Real Estate Law Review, an international legal reference publication covering developments in real estate law in 33 countries. She serves on the Executive Committee of the Avenue of the Americas Association (Chair, 1999-2007), and is a member of the Real Estate Board of New York, WX-Women Executives in Real Estate, the New York Women’s Forum, the ULI-Urban Land Institute, the Forum for Urban Design and the Association of the Bar of the City of New York (former Chair, Economic Development Subcommittee). She serves on the boards of several civic and not-for-profit organizations.