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Commercial Real Estate Financing 2013


Speaker(s): Andrea D. Ascher, Andrew L. Herz, Daniel B. Rubock, David Stewart, Guy Dempsey, James M. Carolan, Joseph Philip Forte, Joshua Stein, Kenneth G. Lore, Michelle V. Kelban, Pery D. Krinsky, Robert J. Hellman, Robert J. Ivanhoe, Steven L. Wilner
Recorded on: Feb. 14, 2013
PLI Program #: 42203

Kenneth Lore is co-chair of the firm's Real Estate Practice Group. His practice focuses on complex equity and debt real estate transactions, including multifamily rental properties, office buildings, hotels, condominiums, sports arenas, shopping centers, entertainment facilities and affordable housing properties, as well as other retail and commercial projects. Ken advises participants such as developers, underwriters, banks, mortgage bankers, contractors, state and local housing finance agencies, pension funds, REITS, investment companies, pooled investment funds, syndication companies, and others in all aspects of real estate projects. He focuses on complex negotiations, deal structuring and sophisticated financings involving asset-backed securities, taxable and tax-exempt debt, mezzanine debt and equity, convertible loans, credit enhancements, structured finance and secondary market transactions, and other financial products. Ken also has had significant experience in dealing with restructuring and disposition of distressed assets (mortgage loans, mezzanine loans, asset-backed securities and other asset types) including representation of the RTC, lenders, underwriters and developers over the course of his career.

Ken has been the author of Mortgage-Backed Securities: Developments and Trends in the Secondary Market, the leading text on the mortgage-backed securities market, published by West Publications since 1985. He has written extensively on all aspects of real estate law, and his articles have been published in the Record of Congressional Hearings, Legal Times, New York Law Journal, American University Law Review, The Mortgage Banker and other publications.

Ken also lectures on real estate finance at industry forums and seminars, such as the Columbia University Real Estate Development Program and meetings of the National Housing & Rehabilitation Association. Ken frequently is interviewed by the real estate and general press for commentary on industry developments and has been a featured speaker on regional and national news broadcasts, including the Bloomberg Money Show.
 
PUBLICATIONS


  • "State of the Real Estate Market," Bingham Real Estate Newsletter (Fall 2011)
  • "A Year of Changes: Looking Back and Looking Forward," Real Estate Newsletter, Bingham Real Estate Newsletter (Winter 2010)

SPEAKING ENGAGEMENTS


  • Panelist, Bisnow's Mid-Year Multifamily Summit, Washington, D.C. (June 2012)
  • Legal Experts Perspective on the State of the Market, Stoler Report TV Broadcast (May 31, 2011)
  • Moderator, Bisnow's Multifamily Summit, Washington, D.C. (December 2011) 
 
AWARDS AND HONORS
  • Leading lawyer in Real Estate Law, The Best Lawyers in America (2008-2013)
  • Super Lawyers, Washington, D.C. (2007, 2010-2012)
  • International Who's Who of Real Estate Lawyers (2010-2012)
  • Finalist, Washington Business Journal's 2009 Top Washington Lawyers
  • Best Lawyers List, Washington Post Magazine (2008)
  • One of four top real estate transactional lawyers in D.C., Washington Business Journal (2006-2007)
  • One of D.C.'s top real estate lawyers, Washingtonian (December 2004)

ADMISSIONS
  • Admitted to practice in Maryland, New York and the District of Columbia
  • U.S. Supreme Court
 
EDUCATION
  • American University, Washington College of Law, Juris Doctor (1973)
  • American University, Bachelor of Arts (1970)


Andy Herz is a member of the American College of Real Estate Lawyers and is included in The Best Lawyers in America® and recognized as a leading lawyer in Chambers USA as a key member of our highly rated real estate department. Specifically, Chambers notes that that ‘the "terrific" Andrew Herz has "developed a great reputation for himself" in the New York market, and contemporaries state that they would refer leasing matters to him "without a shadow of a doubt."’ Clients have stated that he is "an incredible leasing lawyer, probably the best in the city in terms of leasing." He has also been designated as one of only seven real estate lawyers in the United States to be included in the most recent The Best of the Best in Real Estate published by Legal Media Group. He has been an adjunct professor at Vanderbilt Law School where he taught their commercial real estate law course. For the past nine years, Mr. Herz has been a member of the Advisory Board and presenter at Georgetown University's Advanced Commercial Leasing Institute. Earlier in his career, Andy was the General Counsel of the New York State Mortgage Loan Enforcement and Administration Corporation, the workout arm of New York’s Urban Development Corporation, which handled its defaulted $1.2 billion mortgage portfolio. His clients include major real estate owners and developers, commercial banks, investment banking firms, technology providers, hospitals, professional service companies, charitable institutions and other law firms.

Mr. Herz has held leadership positions in numerous professional organizations, having served as chair of the Leasing Committee of the American College of Real Estate Lawyers; co-chair of the Office Leasing Committee and the Real Estate Asset Management Committee of the American Bar Association; and chair of the New York State Bar Association's Commercial Leasing Committee. He has also been designated as a Fellow of the American Bar Foundation and is a member of the New York City Committee of the Regional Plan Association. Andy has participated in seminars on workouts, commercial leasing, loan restructurings and mortgage financing for numerous industry groups, including the New York University Real Estate Institute, the Real Estate Board of New York, the Practising Law Institute, the International Council of Shopping Centers, the New York Law Journal, The National Association of Corporate Real Estate Executives and the Harvard Business School Real Estate Club. He served as a contributing editor to the New York Bar Association's text, Commercial Leasing, published in 2010 and chaired bar association panels entitled “Commercial Leases – Troubled Landlords, Troubled Tenants” and “Commercial Leasing in a Distressed Market – The Rules Have Changed.”

Mr. Herz was a frequent guest on "Wake Up With Whoopi" talking about real estate law issues with Whoopi Goldberg. He is Treasurer and a board member of Planned Parenthood of New York City, Inc.

Mr. Herz received his J.D. from Columbia Law School where he was a Harlan Fiske Stone Scholar and Articles Editor of the Columbia Journal of Law and Social Problems and his B.A. from Columbia College, Columbia University.


David Stewart is a partner in the real estate practice of Mayer Brown LLP, based in New York. He concentrates his practice on real estate finance matters, with a particular focus on secured lending and loans in the secondary market, including the purchase of CMBS "B" pieces.

 He has significant experience representing both lenders, including banks, finance companies and funds, and borrowers in a broad range of property finance transactions, including origination of mortgage and mezzanine loans, purchase and sale of the lender's interest in these loans, division of debt stacks into senior/subordinate structures, the real estate and collateral aspects of commercial mortgage-backed securities offerings, loan servicing agreements, real estate loan restructurings and property-based joint ventures. He also has expertise in negotiating master repurchase agreements and other structures that allow mortgage finance companies to raise their source capital.

 


Robert Ivanhoe is a preeminent and renowned real estate attorney in New York City and has been practicing law for over 25 years. He is the Chairman of the New York office of Greenberg Traurig LLP and Chair of the Global Real Estate Practice which was honored by Chambers with the prestigious 2010 USA Award for Excellence in Real Estate. Mr. Ivanhoe is a member of many prominent professional and civic organizations and serves as a Member of the American College of Real Estate Lawyers, the Urban Land Institute, and is on the Advisory Boards of the Stoler Report and The Bureau of National Affairs Real Estate & Law Report. He sits on the Executive Committee of the Albert Einstein College of Medicine, the Real Estate Lawyers Division of the UJA Federation, and the Real Estate Division of Israel Bonds.
 
A graduate of American University Washington College of Law in 1978 and author of multiple articles, Mr. Ivanhoe's accolades include listings in Best Lawyers of America, Who's Who Legal-The International Who's Who of Business Lawyers, a top 10 listing in "New York Super Lawyers," in Super Lawyers Magazine, and in Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world as well as the New York Post, The New York Observer, Real Estate New York, and Real Estate Weekly. He has represented numerous nationally recognized owner/developer and institutional lender/investor clients domestically and internationally.
 
Mr. Ivanhoe and his wife Anne -- both recipients of the Andrew Glover Youth Program's 2010 Community Service Award -- live in Greenwich, Connecticut and are also active in many community activities there. Mr. Ivanhoe received the 2006 Humanitarian Award from the Hebrew Academy of Special Children (HASC), was honored by The American Friends of Rabin Medical Center in 2008, and was honored by the Real Estate and Construction Council at Lincoln Center in 2010. 
 


Andrea D. Ascher
Partner

Andrea Ascher is a partner in the law firm of Schoeman Updike Kaufman Stern & Ascher LLP, a certified women-owned law firm, which is recognized as a Top Law Firm – New York Area as published in the May, 2012 New York Magazine. Before joining her current firm she was a partner in the Real Estate Department of Proskauer Rose LLP. She has over 35 years of experience in representing lenders, borrowers, landlords and tenants on secured financing transactions, workouts and restructurings and leasing transactions.

In addition to her active practice, Andrea is the current Chair of the Real Property Law Committee of the New York City Bar Association. She is a former Chair of the Real Property Law Section Committee on Financing and Liens, and a member of the Real Property Law Section Committee on Commercial Leases of the New York State Bar Association. She sits on two Dean’s Advisory Boards for her undergraduate and law school alma maters and was elected to the American College of Real Estate Lawyers in 1993. Ms. Ascher has been a guest lecturer for the Practicing Law Institute, International Shopping Center Council, New York State Bar Association, the New York City Bar and NYU Continuing Education on real estate finance, construction lending, defaulted loan and loan workouts and restructurings, and commercial leasing. She is AV® Preeminent-rated and has been elected as a New York “Super Lawyer” each year since 2006. She was also listed in Who's Who of American Women (14th edition; 1985-86).

Education

  • Emory University School of Law, Atlanta, Georgia, J.D. Degree, June, 1977
  • Cornell University, Ithaca, New York, B.S. Degree, January, 1974


Guy C. Dempsey Jr. concentrates his practice on derivatives and structured products and on bank regulation. He advises clients on derivatives transactions of all types across all asset classes, as well as on the corporate governance, regulatory, collateral, compliance, insolvency and litigation issues associated with such products.

Much of Guy’s work currently involves helping bank and non-bank clients analyze the details and impact of the Dodd-Frank Act, including, in particular, the Volcker Rule and the swap regulations the CFTC and SEC enacted pursuant to that legislation. He has assisted numerous swap dealers in developing policies and procedures to comply with the new regulatory regime for cleared and non-cleared swaps.

Guy speaks regularly on derivatives topics, and has been active in the documentation of projects of the International Swaps and Derivatives Association, Inc. (ISDA) since its formation.

Prior to joining Katten, Guy was co-head of the Derivatives practice at Latham & Watkins LLP.  Before that he was a managing director at Barclays Capital, where he held a number of senior positions, including general counsel for the Americas. He began his career at White & Case LLP and also served as managing director and counsel at Bankers Trust Company, practicing law in both New York and London.


James M. Carolan is a partner at Steptoe & Johnson LLP. He has broad experience representing foreign and domestic clients in all aspects of real estate. He has handled acquisitions and sales of single assets and portfolios, ground leases, space leases for office, retail, warehouse and other uses, asset-based and mezzanine financings, development and investment joint ventures, construction and design arrangements, and complex easements for conservation, utilities, construction and access.  His diverse clients include developers, major corporations, universities, funds, art galleries, luxury retailers, restauranteurs, investors and family offices. After spending 14 years as in-house counsel to Yale University, where he advised the central university and endowment on real estate investment, development and general business matters, Jim led the U.S. real estate group of an international law firm for 10 years. In addition to his extensive commercial experience, Jim has handled over $1 billion in luxury residential transactions in and outside the U.S. A frequent lecturer, he has taught courses and classes on real estate law and practice at the Yale Law School, the Yale School of Forestry and Environmental Studies, NYU, Columbia and Cornell. Jim has handled pro bono matters throughout his career, ranging from a child abuse action to affordable housing, and advising on the formation and governance of nonprofits. He is fluent in Italian, and advises Italian speaking clients on their U.S. dealings, and assists foreigner investors dealing with Italy.  Jim raises money for the maintenance of Italian monuments in his spare time.


Michelle Kelban focuses her practice on all aspects of commercial real estate law, with a particular concentration on real estate finance. She represents capital providers in a range of real estate transactional structures and is a “skilled and extremely competent” lawyer who is "very knowledgeable and service oriented" according to The Legal 500 US. Representative types of transactions include the below:

  • Single asset and multiple property portfolio real estate financings for a range of property types and performing and non-performing loan assets
  • Mezzanine financings, preferred equity structures, equity investments, sale and leaseback transactions
  • Joint ventures, development, acquisitions and dispositions
  • Representation of foreign investors with respect to all types of in-bound U.S. acquisitions, joint ventures and financings

Ms. Kelban has significant experience with a range of property types such as:

  • Hotels and resorts
  • Casinos
  • Shopping centers
  • Assisted living facilities
  • Office buildings

Ms. Kelban’s experience includes advising:

  • An institutional lender in multiple, highly structured loans secured by non-performing loans, performing loans and portfolios of fee assets
  • A Middle Eastern investor in acquiring the Intercontinental Barclay New York Hotel through a joint venture structure together with acquisition financing and construction financing and structuring for a major hotel renovation
  • An institutional lender in connection with a mortgage loan with a future advance component secured by 36 commercial real estate assets and a mezzanine loan secured by the equity interest in mortgage borrowers
  • A Middle Eastern investor in the purchase of the retail and hotel condominium components of a to be constructed trophy property in downtown Manhattan
  • Representation of a foreign investor in connection with the complex development joint venture, acquisition and construction financing of One Wall Street, a landmarked office building located in downtown New York City
  • A foreign investor in the financing and ultimately the acquisition of the Plaza Hotel in New York City


MR. KRINSKY’S ethics-based defense litigation practice focuses on:

•           Federal & State Attorney/Judicial Ethics Matters, including:  representing attorneys and law firms under investigation by disciplinary authorities and other government agencies; providing guidance to lawyers concerning the day-to-day practice of law; representing disbarred and suspended attorneys seeking reinstatement; advising and representing members of the New York State Judiciary in matters before the New York State Commission on Judicial Conduct; and assisting law school graduates in the admissions process.

•           Federal & State Criminal Defense Matters, including:  defending clients against law-enforcement actions such as claims of securities fraud, antitrust, investment advisory fraud, health care fraud, tax issues, money laundering, RICO, and narcotics trafficking, among others; helping conduct internal investigations; addressing compliance issues; and responding to regulatory inquiries.

MR. KRINSKY is a frequent lecturer on topics involving ethics in litigation, personal and professional responsibility and academic integrity, including at:  the N.Y. State Judicial Institute; the Appellate Divisions, First and Second Judicial Departments; the N.Y. State Bar Association; the N.Y. City Bar; the N.Y. County Lawyers’ Association; the N.Y. State Academy of Trial Lawyers; the N.Y. State Trial Lawyers Association; the Practicing Law Institute; the Bay Ridge Lawyers Association; the Queens County Bar Association; Sotheby’s Institute of Art; and law schools such as Brooklyn Law School, Columbia Law School and Fordham Law School.

MR. KRINSKY is the Vice Chair of the Ethics Committee of the Brooklyn Bar Association; the former Chair of the Ethics Committee of the Entertainment, Arts & Sports Law Section of the N.Y. State Bar Association; and the former Chair of the Committee on Professional Discipline of the N.Y. County Lawyers’ Association.  Mr. Krinsky serves on the Board of Advisors of the N.Y. County Lawyers’ Association Institute of Legal Ethics; and is also a Member of:  the Brooklyn Bar Association; the N.Y. State Bar Association’s Committee on Attorney Professionalism; the N.Y. City Bar Association’s Professional Responsibility Committee; and the N.Y. County Lawyers’ Committee on Professional Ethics.


Steven L. Wilner is a partner in Cleary Gottlieb Steen & Hamilton’s New York office. Steven’s practice focuses on financial, corporate and real estate matters, ranging from global real estate acquisitions, dispositions, development and finance to international mergers and acquisitions and restructurings, including private equity investments and joint ventures.

Steven has been recognized by numerous guides and publications as a leading practitioner in global Real Estate law, including Chambers Global, Chambers USA, The Legal 500 and The Best Lawyers in America. Steven was named a “Most Valuable Practitioner” in Real Estate by Law360, and was recently inducted into the American College of Real Estate Lawyers.

Steven is a frequent speaker on all aspects of Real Estate transactions and law, and participates in PLI’s ongoing “Bridge-the-Gap” series, which aims to teach young attorneys the essential skills for success in the business and practice of law.

Steven joined the firm in 1988 and became a partner in 1997. He spent 2001­2005 as the managing partner of the firm’s former Tokyo office.


Mr. Hellman has 35 years of experience in commercial real estate industries and is Pembrook’s chief operating officer and responsible for Asset Management, as well as a member of Pembrook’s investment and valuation committees, and is the Chief Compliance Officer.   Mr. Hellman previously led the real estate practice for DLA, LLC, where among his engagements Mr. Hellman was retained as head of asset management for a real estate investor owning a $2.5 billion diversified portfolio in the US.   Mr. Hellman began his real estate career at Lehman Brothers where, during his 16 year tenure, he focused on originating and marketing alternative investments, served as president, CEO and/or CFO for several public real estate funds investing in retail, multifamily and commercial assets and was part of the firm’s real estate restructuring efforts.   He has also held senior positions at Ackman-Ziff Real Estate Group, Newmark Capital Group and was managing principal for Riverstreet Realty Advisors.   His affiliations include: Urban Land Institute (full member); advisory board member of the Cornell Baker Program in Real Estate; the University Council of Cornell University; former board member of the New York chapter of the Turnaround Management Association; and New Jersey Bar.   He is a Visiting Lecturer at Cornell University and has taught Real Estate Capital Markets as an adjunct professor at NYU’s Schack Real Estate Institute and New York Law School.   Mr. Hellman earned a B.A. in Government from Cornell University, an M.S. in International Business from Columbia University and a J.D. from Fordham University.


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.


Joshua Stein is the sole principal of Joshua Stein PLLC, a boutique commercial real estate law firm that he formed in Midtown Manhattan in 2010 after 20+ years as a partner at a leading global law firm. His practice focuses on acquisitions, development, financing, hotels, leasing (particularly ground leases), and loans. He acts regularly as an expert witness and an arbitrator. He is a member of the American College of Real Estate Lawyers, the Anglo American Real Property Institute, and the American College of Mortgage Attorneys. Since 1997, he has chaired the Practising Law Institute’s annual two-day seminar on commercial real estate financing. He chaired the New York State Bar Association Real Property Law Section for the year ending in May 2006. He has written five books and 200+ articles on commercial real estate law and practice, many available at www.joshuastein.com. His name regularly appears in published lists of leading lawyers, such as the Chambers guides. For several years, International Who’s Who of Business Lawyers has named him to their annual list of the ten “Most Highly Regarded” individual real estate lawyers in the world, and Super Lawyers magazine has identified him as one of the 10 leading attorneys in the New York Metro Area, across all practice areas. He received his undergraduate degree from UC Berkeley and his law degree from Columbia, where he was a Harlan Fiske Stone Scholar and a managing editor of Columbia Law Review.