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CMBS and the Real Estate Lawyer 2016: Lender and Borrower Issues in the Capital Market

Speaker(s): Anna H. Glick, Daniel B. Rubock, David C. Miller, David W. Forti, Erin E. Stafford, Joseph Franzetti, Kim Diamond, Leslie K. Fairbanks, Sally Gordon, Stacy G. Ackermann, Stephanie Petosa, Steven G. Horowitz, Thomas F. Nealon III
Recorded on: Feb. 11, 2016
PLI Program #: 149193

Anna Glick is an exceptional practitioner in the field of securitization, with 30 years of experience in this highly sophisticated area of finance. She has worked in the area of multiclass securitization since its inception, and represents issuers, underwriters, institutional investors and servicers active in the primary and secondary capital markets. Anna has diverse experience in the area of structured mortgage finance, having participated in numerous public and private transactions involving the issuance of securities in both debt and equity form. Anna concentrates in the area of commercial mortgage-backed securitizations, and has represented the issuer/underwriter in billions of dollars of securities offerings, many of which include novel structures and features. She also focuses on federal securities laws issues particular to these types of securitizations and advises on related securities compliance matters.

Anna also represents clients in the acquisition and disposition of financial assets and asset-backed securities. She advises issuers, servicers and borrowers regarding current issues facing participants in securitized transactions. Anna also is active in workouts of securitized and non-securitized commercial mortgage loans.

Anna has been recognized as one of the leading lawyers in the world of complex commercial mortgage finance. In 2012, she was shortlisted as Finance Lawyer of the Year by The Chambers and Partners' Women in Law Awards and took home an IFLR LMG/Euromoney Americas Women in Business Law Award as “Best in Structured Finance (including Securitization & Derivatives)” for her work as an exceptional practitioner in the field of securitization. She is listed in Who's Who Legal, Chambers USA: America's Leading Lawyers, Best Lawyers in America, and the IFLR1000.

A frequent guest speaker at industry and professional conferences, Anna is also active in industry trade organizations and has served as Chair of the Policy Committee and was a member of the Executive Committee of the CRE Finance Council. She is currently a member of the Board of Governors of CREFC.

Anna received her J.D. from New York University School of Law, where she was a member of the Law Review and Order of the Coif, and recipient of the Orison S. Marden medal.

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.

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.

Sally Gordon recently retired from BlackRock. She is currently pursuing an interest in the relationships between medieval economics and modern finance … and to achieve that she will need to enhance her skills in medieval Latin … and to that end she is enrolled at Columbia University beginning in the Fall of 2014. 

Before her retirement she was a Managing Director in the Risk and Quantitative Analysis Group (RQA) at BlackRock. She had responsibility for monitoring and managing commercial real estate risks across a variety of investment vehicles, in both public and private investments andin both debt and equity segments.

Outside of BlackRock, Dr. Gordon has served on a Real Estate Finance Advisory Council for the Federal Reserve. She is also currently a member of the Anglo-American Real Property Institute.

She was frequently invited to speak or guest lecture at universities, including MIT, Cornell, and Wharton, as well as at professional conferences.  She has received several awards, including the Founder’s Award from the Commercial Mortgage Securities Association (CMSA), the principal trade group for the CMBS market (that group has been renamed the Commercial Real Estate Finance Council, or CREFC).

She has served on the Board of Governors of CMSA, as well as working on the Research Committee and chairing the Education Committee for that organization. In the latter role, she developed and presented a series of educational programs on CMBS (CMBS 101 and CMBS 201). She has also been on the Board of Directors for the Real Estate Research Institute (RERI), a non-profit organization committed to the integration of academic research and practical financial investment and chaired the Research Award Review Committee of that group. She has also previously served on the Board of the Commercial Real Estate Division of the Mortgage Bankers Association (COMBOG) and chaired the Research Committee for that organization.

Dr. Gordon has previously performed research on commercial real estate property and capital markets for over 25 years, including for Moody’s Investors Service, Credit Suisse First Boston, and Citicorp, focusing on commercial mortgage backed securities (CMBS),before concentrating on risk management for commercial real estate at BlackRock for the last several years.

Her undergraduate degree is in Anthropology, and her M.S. and Ph.D. are in International Policy Studies, all from the University of Illinois at Urbana-Champaign.

Stacy Ackermann is a finance partner at K&L Gates LLP, practice area leader for the firm's global finance practice and also serves on the firm’s management committee. Stacy advices financial institutions, investment funds and other market participants in all aspects of structured finance and credit market transactions. Stacy has extensive experience representing servicers of commercial mortgage-backed securities, including securitizations, the purchase and sale of servicing rights and all other aspects of asset management for performing and nonperforming assets.  She also has extensive experience leading complex loan restructurings and workouts involving highly structured debt secured by commercial real estate. 

Stacy’s practice extends beyond typical transactional finance representations to include risk management and strategic advisory services for her clients.  In addition, Stacy is a recognized leader in the commercial real estate finance industry and frequently speaks on current legal issues at industry-wide events. 

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.

Ms. Fairbanks is an Executive Vice President and Head of Contract Finance at Starwood Mortgage Capital. She is responsible for the negotiation, documentation, legal due diligence and closing of the company’s commercial mortgage-backed securities loans. Ms. Fairbanks was formerly the Managing Director and Head of Wachovia Bank’s Commercial Mortgage Loan Servicing business, then the nation’s largest loan servicer with a portfolio under management of approximately $400 billion. During that period, she served terms as the Chair of the Master Servicer/Trustee Committee of the Commercial Mortgage Securities Association and a member of the Servicer CEO Committee of the Mortgage Bankers Association. Prior to running the servicing business, Ms. Fairbanks was a Managing Director in Wachovia’s Structured Finance group where she was responsible for the negotiation, documentation, legal due diligence and closing of approximately $1.5 billion of floating rate bridge and mezzanine loans and preferred equity investments.

Prior to joining Wachovia, Ms. Fairbanks was a Senior Vice President of WMF Capital Corp. where she was responsible for the negotiation, documentation, legal due diligence and closing of the company’s CMBS loans. Prior to joining WMF, Ms. Fairbanks was a real estate attorney at New York City law firms including Willkie Farr & Gallagher and Brown & Wood (now known as Sidley Austin), where she represented banks, investment banks and other capital providers in their CMBS and other commercial real estate finance transactions.

Ms. Fairbanks graduated Magna Cum Laude from Seton Hall University and earned her law degree from New York University School of Law and her MBA from Wake Forest 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.

DAVID C. MILLER is a partner in the New York office of Sidley Austin LLP.   His practice primarily relates to the tax aspects of the acquisition, ownership, and disposition of domestic and foreign commercial real estate, and the financial products and transactions used in financing such investments institutionally and through the capital markets. He works extensively with real estate investment trusts and managers and sponsors of private equity funds and hedge funds, as well as with pension trusts and other institutional investors in real estate through funds and in institutional joint ventures.  His practice includes international tax matters relating to inbound and outbound real estate investments, both for United States financial institutions and private equity funds investing globally and for foreign private and sovereign investors in United States real estate, including infrastructure and natural resources.  In recent years, that work has included inbound and outbound investments in distressed real estate and real estate-related debt instruments by those types of investors.  Much of his career has been devoted to working for issuers, underwriters and holders of commercial and residential mortgage-backed securities and collateralized debt obligations, and institutions originating and servicing the mortgage loans underlying those securities.  He worked directly on the original legislation creating real estate mortgage investment conduits and financial industry comments on the related regulations.

Kim Diamond is a former Founding Executive and Senior Managing Director at Kroll Bond Rating Agency, Inc. (KBRA).  In addition to running KBRA’s Structured Finance Ratings group, Kim played a pivotal role in the establishment, growth and sale of the start-up ratings firm. Prior to joining Kroll, Kim was a Managing Director at Standard and Poor's responsible for the US Commercial Mortgage Ratings Business. In 2008 she became Business Leader for S&P's U.S. Mortgage Group, which comprised new issuance and surveillance for both commercial and residential mortgage-backed securities and Servicer Evaluations. She also managed S&P’s Asia Pacific Structured Finance business on an interim basis as a member of the company’s Tokyo, Japan office.  Kim currently sits on the Board of Governors of the Commercial Real Estate Finance Council (CREFC) and as CREFC’s Programming Committee Chair serves on the organization’s Executive Council.  Kim has previously held positions as Membership Chair and Treasurer and has been a recipient of the trade association’s prestigious Founder’s Award. She has also served on the Commercial Board of Governors (COMBOG) for the Mortgage Bankers Association (MBA). Kim received a BA from Cornell University and an MBA from Columbia University.

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).