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Negotiating Real Estate Deals 2014


Speaker(s): Douglas L. Harmon, Elisha A. King, Ellen M. Goodwin, Jan Sternin, Lisa Alpert Rosen, Louis J. Hait, Meyer Last, Richard S. Fries, Ronald D. Sernau, Steven D. Klein, Steven G. Horowitz, Thomas B. Mason
Recorded on: Jun. 3, 2014
PLI Program #: 51068

Background

Lisa works with portfolio lenders, commercial banks, CMBS master and special servicers, pension fund advisers, private equity funds, government-sponsored entities and owners nationwide to find strategic and cost-efficient solutions to finance, administer and manage their commercial real estate investments and portfolios. She represents structured finance participants in the acquisition of servicing rights in public and private securitizations, and routinely handles large loan originations, assumptions and restructurings exceeding $100 million, as well as investment sales, acquisitions and joint ventures. Lisa also handled resolution of several of the largest and most complicated CMBS loan assets for special servicers during the recent financial crisis.

Lisa brings broad legal and business perspective and problem-solving skills to all aspects of real estate, real estate finance and capital markets transactions. She serves as deputy chair of Sutherland’s Real Estate Practice Group.

Experience

  • Represented leading master and special servicers in public, private and agency securitizations exceeding $9 billion in deal volume in 2015.
  • Completed a $1.2 billion mortgage loan restructure with payment in full to holders of securitized and rake bond debt.
  • Closed modifications and extensions of subordinate participating construction and permanent mortgage loan facilities and subordination arrangements on multifamily properties exceeding $300 million in metropolitan Washington, DC.
  • Completed the long-term refinancing of a leading $150 million office building in Washington, DC and the defeasance of prior securitized debt.
  • Closed a $228 million mortgage and mezzanine financing in which the mortgage loan was secured by a 22-building office and retail portfolio located on more than 300 acres in the Midwest.
  • Represented government sponsored entity (GSE) on split loan documentation and co-lender servicing agreements for large multifamily loans.
  • Represented CMBS servicer in series of partial defeasances and a final full defeasance of $440 million loan. 

Awards

  • Selected for inclusion in Washington, DC, Super Lawyers® (2014-2015)
  • Recognized by Chambers USA: Guide to Leading Business Lawyers in the area of real estate (2015)

Professional Activities

  • Member, Real Property Probate and Trust Law Section, American Bar Association
  • Member, Commercial Real Estate Finance Council
  • Member, Commercial Real Estate Women (CREW)
  • Volunteer, Everybody Wins! literacy and mentoring program

Articles

  • Case Study: Wells Fargo v. Cherryland Mall (January 27, 2012) Reprinted with permission from Law360
  • Construction Issues on Leasing: A Landlord's Perspective (2002) ALI-ABA and Attorneys & Executives in Corporate Real Estate

Presentations

  • Negotiating Real Estate Deals 2014 (June 4, 2014) Practicing Law Institute (PLI)

Clerkships

  • Honorable Frank A. Kaufman, Chief Judge, District Court of Maryland


Elisha King is the Deputy General Counsel of DLA Pipper LLP(US). She is an experienced litigation and employment lawyer, and has tried numerous cases in the areas of professional liability, employment discrimination and business torts. Ms. King regularly advises firm lawyers on professional responsibility and other legal issues.

Ms. King was recognized among the Top Washington Attorneys in the “Young Gun” category by The Washington Business Journal. She was also named one of Washington, DC’s Legal Elite by Washington SmartCEO magazine.

Prior to her legal career, Ms. King worked as a news reporter for The Washington Post.

Courts and Forums

  • United States Court of Appeals for the Fourth Circuit
  • United States District Court for the District of Maryland
  • United States District Court for the District of Columbia


Ellen Goodwin is a partner in Alston & Bird’s 60-lawyer Real Estate Finance & Investment Group, the former co-chair of the Group and resident in the New York office. Ms. Goodwin concentrates her practice on commercial real estate finance and has represented investment banks, commercial banks, funds and insurance companies on a variety of loan transactions for both securitizations and portfolios, including construction loan financings, loan syndications and participations, co-lending and senior/subordinate arrangements and mezzanine finance. She acts as form and program counsel for a number of active CMBS, balance sheet and bridge lenders. Ms. Goodwin’s expertise additionally extends to the work-out, restructuring and foreclosure of both securitized and portfolio mortgage loans, and she has extensive experience working with special servicers. She represents both sellers and purchasers of whole loans, subordinate debt and mezzanine loans.

Ellen is a member of the American College of Real Estate Lawyers (ACREL), American Bar Association, and New York State Bar Association and is a frequent lecturer on various topics concerning real estate finance and work-outs and restructurings of mortgage and mezzanine loans. She speaks regularly for the Practising Law Institute, the New York State Bar Association, the New York City Bar Association, ACREL and the International Council of Shopping Centers.

Ellen has been listed in The Best Lawyers in America© in the Real Estate – New York category – for the last seven years and in The Best Lawyers® Business Edition 2017 – Women in the Law 2017.


Louis J. Hait is a Partner in the New York office of Arnold & Porter Kaye Scholer LLP, having joined predecessor Kaye Scholer LLP’s real estate department in 1983.

Mr. Hait's practice covers a broad range of commercial real estate, with an emphasis on the representation of capital providers at all levels of the capital stack, including representing banks and other lending institutions in originating structured mortgage and mezzanine debt, negotiating intercreditor and co-lender agreements, and acquiring portfolios of performing and non-performing loans; representing hedge funds, private equity and opportunity funds and pension plans providing mezzanine, preferred equity and common equity joint venture investments; and construction lending, leasing, acquisitions and sales. Mr. Hait has counseled both institutional lenders and borrowers in complex real estate loan workouts and restructurings during multiple down cycles in the real estate market. He has a particular expertise in fashioning "one-off" solutions for hard-to-structure, would-be loan assets.

Mr. Hait regularly writes and lectures on commercial real estate law. Most recently, he was a faculty member for the Practicing Law Institute's conference entitled "Negotiating Real Estate Deals 2016," at which he spoke on "Recent Trends in Real Estate Lending." Mr. Hait most recent publications were "Does a New York Foreclosure Create an Opportunity for a Tenant to Walk Away from Its Lease Obligations," which appeared in the Winter 2015 edition of NY Real Property Law Journal, and "Does the Use of Equity Pledges in Mortgage Loans create a 'Clogging' Issue?" which appeared in Law360 in March 2013.

Mr. Hait is recognized as a leading practitioner in Chamber’s USA:  Americas Leading Lawyers for Business.

Mr. Hait received his J.D. from New York University.


Meyer Last is a real estate partner in Fried Frank's New York office. He joined the Firm in 1987 and was named partner in 1991.

Mr. Last has served as lead partner for some of the biggest real estate transactions in New York City involving prominent owners and developers such as Brookfield, RXR Realty, and Tishman Speyer; financial giants such as Citigroup, Bank of America, and UBS; and leading technology companies such as Google and Facebook.  He advises his clients on all aspects of commercial real estate transactions, with a particular emphasis on large commercial leasing for both landlords and tenants.  He has represented one of the parties in the largest leases concluded in New York City for three of the last five years.  Mr. Last’s work also includes advising purchasers and sellers on acquisitions and dispositions, facilitating ground-up developments and commercial condominiums, and arranging financings and restructurings.

Mr. Last’s work in the industry has earned him recognition by Legal 500 as one of New York City’s leading real estate attorneys.  He was recognized as a 2017 Client Services All-Star by BTI Consulting Group, a recognition identified solely and exclusively by corporate counsel. He is regularly quoted by the press on industry trends and has been profiled by The New York Observer and Real Estate Weekly, highlighting his achievements on notable matters and client work.

Mr. Last received his JD, cum laude, from Benjamin N. Cardozo School of Law in 1982, where he was an editor of the Law Review.


Professional Expertise

Since the beginning of his real estate career in 1985, Douglas Harmon has been a prominent leader in New York City and a trusted advisor on the international real estate scene. Mr. Harmon has handled many of the world’s largest, highest-profile and record-setting transactions over the last three decades. Headquartered in New York City, Mr. Harmon is Chairman of Capital Markets at Cushman & Wakefield. Prior to joining Cushman & Wakefield in late 2016, Mr. Harmon was a Senior Managing Director and member of the Management Committee at Eastdil Secured, where he worked since 1993. In his first year at Cushman & Wakefield, he led the charge on $10 billion of sale and recapitalization transactions. Mr. Harmon has executed $175 billion in total transactions since 1997.

Mr. Harmon’s real estate transaction experience is broad and extensive, with a resume that includes well-known office properties like the Sears / Willis Tower and the GM Building, to major residential assets such as Peter Cooper Stuyvesant Town, Parkmerced, The Apthorp and Columbus Square, to iconic hotels such as the Waldorf Astoria and the Chelsea Hotel. Furthermore, Mr. Harmon has been a pioneer in transacting in what are now Manhattan’s most exclusive submarkets. Just a few examples include the Chelsea Market, Google’s NYC Headquarters (111 Eighth Avenue), the Starrett-Leigh Building, Time Warner Center, 10 Hudson Yards, 1515 Broadway and 1 Liberty Plaza.

Education & Achievements

Mr. Harmon holds an MBA from the Anderson Graduate School of Management at UCLA and a BA from Brown University.

He is a longtime Board Member of the New York Stage and Film Company, a not-for-profit dedicated to the development and production of new works of emerging and established artists for theater and film. He also serves on the advisory board of Caravel Management, LLC a New York-based emerging and frontier markets investment firm.

Mr. Harmon currently serves on the board of directors for a number of real estate projects in Manhattan, and was named Broker of the Year in 2003 and 2004 (the last two years Institutional Investors Inc. awarded this particular country-wide distinction). Mr. Harmon has accumulated numerous other real estate awards and accolades.

 


Richard Fries practices law in New York City and is a co-leader of the real estate group at Sidley Austin.  He is well-known throughout the New York and national legal, real estate and finance communities.  Richard focuses his practice on a wide array of complex real estate financing transactions, in which he represents leading national and global institutional lenders, investment banks and private equity firms.  Mr. Fries is particularly well-known for his work in high-profile distressed commercial loan workouts spanning all real estate asset classes.  He has developed a noteworthy practice at the crossroads of real estate finance and remedies, using litigation tools to restructure real estate loans and projects. 

In January 2018, Mr. Fries was awarded the New York State Bar Association Real Property Law Section’s Professionalism Award, its most significant honor, which recognizes lawyers who evidence the highest attributes of legal ability, achievement, civility and professionalism in the practice of law. Mr. Fries has been recognized by Chambers USA in Band 1 each year from 2009 through 2017 in New York and in Band 1 nationally in 2013 (the year such rankings began) through 2017.  He is recommended in The Legal 500 United States for Real Estate, The International Who’s Who of Real Estate Lawyers, The Guide to the World’s Leading Lawyers and The Best Lawyers in America which named Richard as its Litigation - Real Estate “Lawyer of the Year” in New York City in 2013.  In 2016, Mr. Fries was named to the inaugural edition of Who’s Who Legal: Thought Leaders 2017 as one of their top 10 best performing real estate lawyers worldwide.  In 2015, for the second consecutive year, Who’s Who Legal acknowledged Richard as one of the ten “Most Highly Regarded” real estate lawyers in North America.  He is a fellow of the American College of Real Estate Attorneys and the American College of Mortgage Attorneys.

Richard is a member of the Executive Committee of the Real Property Law Section of the New York State Bar Association.  He is co-chair of the Section’s Real Estate Finance Sub-Committee; he has co-chaired the Workouts and Bankruptcy Committee, the Legislation Committee and the Membership Committee.  Richard has lectured on a variety of important and timely topics for Practising Law Institute, the New York State Bar Association, the Mortgage Bankers Association and industry groups on real estate finance, real estate workouts and remedies.  Richard has written extensively; his articles have been published regularly in the New York Law Journal (most recently in November 2017).  He has provided primers and road maps on loan workouts; he has analyzed New York’s “Rocket Docket” accelerated adjudication techniques; he has commented on controversial appellate decisions.  For Thomson Reuters’ Inside the Minds treatise on Distressed Real Estate, published in 2012, he wrote a chapter covering Distressed Real Estate Loan Dispute Resolution.  Over the past year, he co-authored two articles on changes in real estate finance.


Ronald D. Sernau, co-chair of the Real Estate Department, has more than 25 years of experience in real estate law, representing sophisticated parties in particularly visible transactions involving trophy properties. The community has consistently recognized Ron as a member of the inner circle in New York's real estate industry.

Ron offers clients the insight he has gained by representing opposing interests in similar transactions. He has represented landlords and tenants, lenders and borrowers, purchasers and sellers, equity investors and developers, managers and owners, and brokers and principals. He draws on his experience to address legitimate interests that the opposing party must protect, and to minimize the negotiation of issues that the opposing party can compromise. Ron's clients, some of which have relied on his advice for decades, routinely involve Ron in their strategic decision making.

Ron's clients include a variety of enterprises that are involved with real estate. He represents some of the most prominent real estate developers in New York City in their investments in, and their development of, premier properties. Various businesses, from large publicly traded companies to boutique investment firms, engage Ron to address their real estate concerns. He also has substantial experience in providing general legal advice for luxury retailers, with a particular focus on real estate issues.

Ron created the Proskauer Commercial Leasing System, which automates the commercial leasing process, reducing the processing time for a commercial lease from several weeks to several days. Realcomm, a real estate technology trade organization, awarded Ron with its prize for the best use of technology in real estate law in 2004.

An avid speaker on real estate topics, Ron has appeared before groups sponsored by the Association of the Bar of The City of New York, the New York Hospitality Council, Inc., the New York State Bar Association, the Georgetown Commercial Leasing Institute, CB Richard Ellis, Inc., the Association of Attorneys and Executives in Corporate Real Estate, Practising Law Institute, The Real Estate Board of New York, Inc and the American College of Real Estate Lawyers. He lectures at New York University and his articles have appeared in The New York Law Journal and The National Law Journal.

 


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.


Steven Klein is a partner in the New York office of Gibson, Dunn & Crutcher and is a member of the Firm's Real Estate Practice Group.  Mr. Klein's practice covers a broad range of real estate transactions, including acquisitions and dispositions, joint ventures, financings, leasing, construction and development, restructurings and recapitalizations.  He also has substantial experience in REIT offerings, REIT mergers and formation of investment funds.  He has advised clients on securitized funding agreements, permanent and mezzanine loan agreements, loan restructuring agreements, partnership and limited liability company agreements, private placement memoranda, property management agreements, retail and office leases and regional shopping centre agreements.  His clients include Goldman Sachs, Citigroup, DiamondRock Hospitality Company, AECOM Capital and Lehman Brothers. 

Chambers USA (2013) ranks Mr. Klein among the leading individuals practicing Real Estate Law in New York. He has also been included in Legal Media Group’s Expert Guide to the World’s Leading Real Estate Lawyers, The Best Lawyers in America, The Legal 500 and New York magazine’s "Best Lawyers.”

Mr.  Klein is an adjunct professor at the New York University Schack Institute of Real Estate, where he has taught courses on commercial leasing, commercial real estate transactions and real estate development and investment.  He is a member of the Real Estate Board of New York (REBNY), International Council of Shopping Centers (ICSC), and of the Advisory Board of Chicago Title Insurance Company. 

Prior to joining the Firm, Mr. Klein was Chair of the Real Estate department of Willkie Farr & Gallagher.  Mr. Klein received his Juris Doctor from Rutgers University School of Law in 1986.

Select Representative Transactions*

  • Lehman Brothers Holdings Inc.:  $956 million sale of North American Industrial Fund III portfolio to Blackstone Group LP and Prologis Inc.
  • AECOM Capital:  Joint venture with the Mack Family Office and Urban Partners LLC to acquire and develop five development sites located in the South Park district of Los Angeles.
  • Goldman Sachs:  $1.85 billion refinancing consisting of first mortgage and four mezzanine loan tiers secured by a portfolio of hotels located in Hawaii and San Francisco.
  • Goldman Sachs:  Acquisition and restructuring of a $180 million mortgage loan secured by the YOTEL New York hotel, and subsequent $200 million refinancing of YOTEL consisting of first mortgage and senior mezzanine loans.
  • Prominent NYC developer:  Restructuring of construction loan and mezzanine loan.
  • Real Estate fund:  Loan restructurings.
  • Team of Private Equity Funds:  Purchase of $1.1 billion of timeshare loans, consisting of both construction and acquisition loans.
  • Bloomberg L.P.:  Lease for 700,000 square-foot new world headquarters at the “Alexander’s Site” in New York City, and numerous other acquisitions and leases, nationally and internationally, including in California, New Jersey, Washington, D.C., London, Prague, San Paulo, Rome and Tokyo.
  • Leases and construction agreements on behalf of Apollo, Avenue Capital, Alix Partners, Bank of America, Citibank, Crain, Greenhill, Jones New York, JP Morgan, Lehman Brothers, Level 3, McKinsey & Company, Moelis, Pinebridge Capital, SAC and other corporate tenants.
  • Trinity Church: Redevelopment of 330 Hudson Street.
  • Sale-leaseback transaction with Disney and Wal-Mart.
  • Paramount: Acquisitions and financings of New York City office buildings.
  • Port Authority of NY and NJ:  Redevelopment of 42nd Street Bus Terminal.
  • DiamondRock Hospitality Company: Acquisitions and financings of several individual hotels and portfolios, including Westin Boston, Chicago Marriott and a 4-hotel portfolio from Blackstone.
  • CBL Properties, The Mills Corporation and Simon Property Group:  Acquisitions, joint ventures and financings with respect to regional mall centers and portfolios.
  • Land developer and home builder:  Loan restructurings.
  • Hospitality and residential developer:  Loan restructurings.
  • Private Company:  Acquisition of an office building in London.
  • Multifamily Company:  Restructuring of over $1 billion in CMBS debt, which encumbers a large portfolio of multifamily properties across the United States.
  • NorthStar Capital Partners LLC:  Joint ventures and financings with respect to retail portfolio in Puerto Rico, golf courses throughout the United States, and a mixed-use project in Manhattan.
  • Scout Real Estate Capital:  Acquisition, debt and equity financing and development of Wyndham Bermuda Resort & Spa, 6000 acres of waterfront land in Hawaii, and two Martha’s Vineyard hotels.
  • Praedium:  Acquisition of office properties.
  • Ventas:  Acquisition of 67 healthcare and seniors housing properties.
  • Lehman Brother Holdings Inc. (and various debtor and debtor affiliates):  Mezzanine construction financing of data center facility in Ashburn, Virginia; preferred equity investment in NYC residential condominium development; construction loan to develop luxury golf course in Texas; restructuring of residential condominium mortgage and mezzanine loans; restructuring of various debt and equity relationships with a major private developer and owner of an office building portfolio in the southeastern United States; marketing and potential sale of REO assets acquired by Lehman via foreclosure of otherwise; restructuring of loan facilities encumbering a portfolio of residential assets in Florida in which a Lehman affiliate is an equity investor.

*Representations occurred prior to Mr. Klein joining Gibson, Dunn & Crutcher. 


Thomas B. Mason is the Chair of Harris, Wiltshire & Grannis LLP’s Legal Ethics and Malpractice Group. He represents lawyers and law firms in malpractice, disqualification, disciplinary investigations and prosecutions, partner admissions and departures, and law firm dissolutions. Mr. Mason’s disciplinary experience includes matters before the USPTO’s Office of Enrollment and Discipline (OED) as well as numerous state bars. He also counsels and advises lawyers and law firms in all of the above areas so as to avoid problems or disputes before they arise. Mr. Mason was named Washington, D.C., Ethics and Responsibility Lawyer of the Year in 2014 by Best Lawyers. He has served as an expert in ethics and related issues on numerous occasions.

Some of his most notable representations include:

On behalf of a national telecommunications carrier, obtained a dismissal (at the pleading stage) of a claim for nearly $10 million in outstanding legal fees purportedly due to the former outside counsel.

Secured a dismissal of malpractice claims against an Amlaw 100 law firm in a multi-defendant action. The claims against the other defendants remain pending.

Handled dozens of disciplinary complaints and disqualification controversies, obtaining many outright dismissals of the former and frequently dissuading opposing counsel from even filing motions to disqualify with respect to the latter.

Successfully defeated a motion to disqualify brought by one AmLaw 100 firm against another AmLaw firm.

Litigated numerous malpractice cases, at both the appellate and the trial level. Obtained a dismissal of all counts at the motion to dismiss state on behalf of a client based on ripeness and damages issues.

Obtained dismissals in five separate bar disciplinary matters in which the presiding judge or court filed a complaint or found misconduct against our client. Also obtained a dismissal in a bar matter in which a court had previously disqualified the client for a conflict of interest.

 

Prior to private practice, Mr. Mason worked for the Federal Public Defender for the District of Maryland, where he represented clients in a wide variety of cases, including espionage, civil rights, mail and wire fraud, and controlled substance prosecutions. He went on to join the District of Columbia Public Defender Service where he had an intensive criminal trial and appellate practice.

Mr. Mason served on the D.C. Bar Legal Ethics Committee from 2006 to 2012, including three terms as Chair from 2009 to 2012. Mr. Mason is currently a member of the District of Columbia Bar Rules of Professional Conduct Review Committee. He also served on this Committee from 2002 through 2008. During his tenure, the Committee adopted the most extensive revisions to the D.C. Rules of Professional Conduct since the D.C. Bar adopted the Rules themselves in 1991.

Mr. Mason speaks and writes frequently on ethics and malpractice matters. He is a frequent speaker at the D.C. Bar and has also spoken before various sections of the American Bar Association, the Practising Law Institute, the America Law Institute and a number of other bar and industry organizations. He has written on such topics as non-lawyer partners and multiple “of counsel” relationships with different law firms. Mr. Mason has taught ethics and professional responsibility at the Georgetown University School of Law since 2008 and has taught on various subjects at the National Institute of Trial Advocacy, Columbus School of Law at Catholic University and American University’s Washington College of Law.

Mr. Mason has been nationally recognized by Best Lawyers and Super Lawyers and he is AV Peer Review rated by Martindale-Hubbell with a 5.0 out of 5.0 rating.


Jan Sternin is a Senior Vice President and Managing Director and is responsible for business development across the servicing platform. Jan has more than 28 years of experience in the financial services industry. Prior to joining Berkadia, she was responsible for business development, marketing and communications for Situs. Additionally, Ms. Sternin previously served as Senior Vice President of Commercial and Multifamily for the Mortgage Bankers Association and CEO of MISMO, the MBA’s technology initiative for creating uniform data standards for the real estate finance community. Previously, Ms. Sternin held the position of Senior Vice President at Midland Loan Services responsible for marketing and sales activities. Ms Sternin has worked with numerous governmental agencies including the Resolution Trust Corporation, Office of Thrift Supervision, Federal Savings and Loan Insurance Corporation, and the Federal Home Loan Bank System. Ms. Sternin currently serves on the Commercial Real Estate Finance Council Board of Governors. Ms. Sternin earned a B.S. in Business Administration, and an M.B.A. from the University of Missouri at Kansas City. Ms. Sternin also holds the Certified Mortgage Banker designation.