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Negotiating Real Estate Deals 2013


Speaker(s): Bonnie J. Host, Courtney G. Capute, Darcy A. Stacom, Gregory A. Cross, Jamie Levitt, Louis J. Hait, Richard S. Fries, Robert J. Sorin, Ronald D. Sernau, Roy D. Simon, Steven D. Klein, Steven G. Horowitz, William P. McInerney
Recorded on: Jun. 4, 2013
PLI Program #: 42221

Robert Sorin
Partner

Robert Sorin is a real estate partner resident in Fried Frank's New York office. He joined the Firm as a partner in 1997.

Mr. Sorin's practice covers a broad range of commercial real estate transactions, including the sale and acquisition of office, hotel and retail properties, joint ventures, commercial mortgage and mezzanine financing, construction financing, leasing, the development of office, residential, hotel and mixed-use projects, loan sales, and debt restructurings.

Having begun the practice of law in 1983, Mr. Sorin has experienced several up and down market cycles over his more than 30-year legal career. During the positive periods, he has been lead counsel on some of the most high-profile real estate transactions of their respective times. In 2010, he represented Google in its US$1.8 billion acquisition of 111 Eighth Avenue, the location of Google’s New York headquarters. The sale is the largest commercial real estate purchase by a tenant in US history and the largest transaction in 2010 for a single building in the US. He also represented Macklowe Properties in the US$6.4 billion acquisition of the Manhattan portfolio of Equity Office Properties from The Blackstone Group, the largest single-transaction price ever paid for a private acquisition of real estate. He represented the Metropolitan Transportation Authority in the sale of the New York Coliseum to a joint venture between the Related Companies and Time Warner, successfully completing the sale after several previous efforts to do so had failed. In addition, he represented Macklowe Properties in the sale of the General Motors Building in New York City to Boston Properties for US$2.8 billion, the largest price ever paid for the purchase of a single building in US history.

During the down periods, he represented the Chase Manhattan Bank in the multi-billion dollar divestment of the bank’s entire loan and REO real estate portfolio in several bulk sale transactions, and Macklowe Properties in the restructuring of the US$5.8 billion of loans originated by Deutsche Bank, and US$1.2 billion loan originated by Fortress Investment Group, in the EOP acquisition. He has also represented landlords and tenants in millions of square feet of leasing transactions, including his recent representation of The Related Companies in leases with L’Oreal and SAP at Hudson Yards.

Mr. Sorin is a guest lecturer at Harvard Law School and Columbia University's Graduate School of Architecture, and Planning and Preservation.

Mr. Sorin is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual in Real Estate and is consistently recognized by Legal 500 in Real Estate. He was named by Law360 as a 2011 "MVP Lawyer of the Year," and was recognized by Real Estate Weekly in its 2008 and 2009 All Stars edition honoring real estate industry leaders.

He is a member of the Real Estate Board of New York and the International Council of Shopping Centers.

Mr. Sorin received his JD, cum laude, from Georgetown University Law Center in 1982 and his BA, magna cum laude, from Washington University in 1979. He is admitted to the bar in New York.


Bonnie J. Host works as a Conflicts Attorney at SNR Denton US LLP.  In that capacity, she reviews, analyzes and summarizes conflicts of interest reports with respect to preliminary checks, client development proposals, new clients, new matters and lateral attorneys. Ms. Host reviews and interprets corporate and information reports relating to the conflicts clearance process, including Capital IQ, Hoover's, Dun & Bradstreet and Accuity reports. She identifies anti-money laundering concerns and issues relating to sanctioned and/or restricted governments, corporations and individuals. She identifies reputational risk issues. Ms. Host serves as the primary SNR Denton US LLP Conflicts Attorney for matters on which SNR Denton US LLP's attorneys work with attorneys located in the European, Middle Eastern and African member firms, associate firms and associate offices of the SNR Denton Verein structure and addresses multi-jurisdictional conflicts of interest and ethical rules in the context of a global law firm. She facilitates the resolution of potential and actual conflicts of interest, commercial concerns and strategic issues for attorneys firm wide by working closely with the partners involved in the particular matter, partners designated to provide additional clearance for matters involving certain practice areas and/or industries and the General Counsel's Office. She drafts necessary waivers, ethical screens and engagement letters and advises attorneys regarding same. Ms. Host provides training and develops training materials for new members of the Conflicts Clearance Group, new partners, foreign offices and support staff. She provides ongoing review and feedback regarding the performance of the New Business Intake staff and conflicts searches conducted.  She provides rigorous and ongoing input into best practices for handling conflicts of interest, compliance policies and conflicts database management for the firm. Ms. Host keeps abreast of professional and ethical standards relating to law firm risk. She proactively builds strong working relationships at every level within the firm in order to promote a strong compliance culture.

Ms. Host is admitted to practice in New York State Courts and the United States District Courts for the Southern and Eastern Districts of New York.  She is a member of the New York Bar Association, where she serves on the Committee on Standards of Attorney Conduct. She is a member of The Association of the Bar of the City of New York, where she served for a three year term on the Committee on Professional Responsibility from June, 2009 through June 2012. She is also a member of the Association of Professional Responsibility Lawyers.

Ms. Host graduated cum laude from Columbia College in 1989 with a degree in economics. She graduated from The University of Chicago Law School in 1992. Prior to joining SNR Denton US LLP, Ms. Host worked as a commercial litigator at Kirkland & Ellis LLP and Bingham McCutchen LLP for more than twelve years. In addition, Ms. Host worked for a period of time as an Associate General Counsel of Sotheby's, Inc. where she represented Sotheby's in a portfolio of claims and had responsibility for all legal issues arising from the Human Resources department.


Jamie Levitt is head of the Litigation Department in Morrison & Foerster LLP’S New York office. Her practice involves all aspects of complex commercial litigation and arbitration, with an emphasis on securities litigation. She has represented public companies and their officers and directors in securities fraud actions, shareholder derivative suits and SEC and other regulatory investigations. She also has experience conducting and defending corporate internal investigations and advising board committees and individuals with respect to investigations.

Ms. Levitt is a trial lawyer with an active practice representing and counseling companies in commercial disputes, including real estate financing disputes, bankruptcy contested proceedings and intellectual property cases involving trademark, trade secret and unfair competition claims. Her clients include companies, officers and directors in a broad range of industries, including financial services, life sciences, technology and real estate.

Ms. Levitt serves on numerous boards and committees of public interest groups, including serving on the Board of the Federal Bar Council and as past chair of its Public Service Committee; former president and member of the Board of Advocates for Children of New York, Inc.; secretary of the Board of New York Lawyers for the Public Interest; member of the Board of the Center for Reproductive Rights; and member of the Advisory Board of Inwood House. In addition, Ms. Levitt serves on the Board of Directors of Morrison & Foerster LLP and as President of The Morrison & Foerster Foundation, and was formerly chair of Morrison & Foerster’s Pro Bono Committee.

Ms. Levitt received her BA, magna cum laude, in 1988 from the University of Pennsylvania, and her JD in 1992 from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar and an Articles Editor of the Columbia Journal of Law and Social Problems. From 1993 to 1994, she served as a law clerk to the Hon. Nathaniel M. Gorton, U.S. District Court, District of Massachusetts.


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.


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.

Related Practices

Real Estate

Real Estate Finance

Private Equity Real Estate

Health Care Industry

Education

Cornell Law School, J.D., 1986
magna cum laude
Order of the Coif

Editor, Cornell Law Review, 1985-1986

Ithaca College, B.S., 1981
summa cum laude

Bar Admissions

New York


Roy Simon is a Distinguished Professor of Legal Ethics Emeritus. He writes books on legal ethics, serves on bar committees that address legal ethics, consults with lawyers and law firms as an expert on legal ethics, and serves as an expert witness in legal malpractice cases, motions to disqualify, and other matters where the professional conduct of lawyers is at issue.

Professor Simon received his B.A. from Williams College cum laude and his J.D. from New York University School of Law, where he was Editor-in-Chief of the N.Y.U. Law Review. He clerked for United States District Judge Robert R. Merhige in Richmond, Virginia, then practiced law at Jenner & Block in Chicago. He began his career as a law professor at Washington University School of Law in St. Louis, and nine years later joined the faculty of Hofstra University School of Law, where he served as the Howard Lichtenstein Distinguished Professor of Legal Ethics at Hofstra from 2003 until 2011.

Professor Simon writes Simon's New York Rules of Professional Conduct Annotated (now in its 18th edition). He also annually coauthors Regulation of Lawyers: Statutes and Standards (now in its 27th edition), and is the principal co-author of a textbook for law students entitled Lawyers and the Legal Profession (4th ed. 2009).  He wrote a monthly column for New York Professional Responsibility Report from 1998 through 2011, and has written Spring and Fall columns entitled Developments in the Regulation of Lawyers for the Newsletter of the AALS Section on Professional Responsibility since 1991.

Professor Simon served as Chair of the New York State Bar Association’s Committee on Professional Ethics from 2008 – 2011, and has been a member of that committee since 1995.  He is the Chair and Chief Reporter for of the New York State Bar’s Committee on Standards of Professional Conduct (COSAC), which drafted proposals for the New York Rules of Professional Conduct and which to monitors and proposes amendments to the Rules of Professional Conduct and other regulatory provisions regarding lawyers. He served as Chair of the Nassau County Bar Committee on Professional Ethics from 1996-1998, was a member of the New York City Bar’s Committee on Professional Ethics from 2002-2005 and 2012-2015. He has also served on the New York City Bar’s Committee on Professional Responsibility, Committee on Professional Discipline, and Task Force on the Role of the Lawyer in Corporate Governance.


Steven G. Horowitz's practice concentrates on U.S. and international real estate finance and investment transactions, including joint ventures, mortgage finance, securitization and capital markets, restructuring and real estate-related mergers and acquisitions.

He frequently represents commercial and investment banks, foreign and domestic institutional investors, property owners and a wide variety of corporations in their real estate matters.

Steven has extensive experience in financing, acquisition and disposition of significant properties throughout the United States, Asia, Latin America and Europe. Transaction types encompass all forms of joint ventures, mortgage securitization, loan syndication, mortgage loan trading and subordinate debt, such as mezzanine loan and preferred equity funding. In addition, he focuses on credit tenant and portfolio leasing, workout and bankruptcy matters, investment entity formation and tax­oriented finance transactions, and investments in non­traditional 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 2016 edition, making Steven one of a small group to receive this honor for more than 10 consecutive years.

He joined the firm in 1987 and became a partner in 1989. Previously Steven was a partner and real estate practice chair at the law firm of Hill & Barlow in Boston, Massachusetts.


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. 


RICHARD FRIES is a co-leader of Sidley’s global real estate practice and is well-known throughout the New York and national legal, real estate and finance communities. According to Chambers USA, “true master negotiator” Richard Fries is a “superstar” who is regarded as “one of the premier real estate litigators in the City.” Chambers notes that he is “extremely well respected for his collaborative approach and expertise in complex workout and restructuring matters.” In 2014 and 2015 Who's Who Legal acknowledged Richard as one of the 10 "Most Highly Regarded" real estate lawyers in all of North America.

Richard focuses his practice on a wide array of complex real estate financing and workouts transactions, in which he represents national and global institutional lenders, investment banks and private equity firms.

Richard has been involved in the financing, foreclosure and restructuring of permanent, construction, acquisition, bridge and mezzanine loans of all types, including agented and syndicated facilities, secured by office buildings, land development projects, healthcare complexes, hotels, mixed-use projects, condominium and rental apartment buildings, shopping centers, franchise operations and automobile dealerships, among other real estate and business assets.

Richard is particularly distinguished for his work in high-profile distressed commercial loan workouts and restructurings, mortgage foreclosure, distressed portfolio and asset sales, creditors’ rights and insolvency. With a keen understanding of the “last day” of a defaulted loan workout, Richard has developed a unique market-leading practice using litigation tools to restructure real estate loans, projects and businesses. His experience and reputation in loan workouts has been acknowledged by Chambers as “legendary.”

He also has extensive experience representing private equity investors, property owners and developers in real estate joint ventures, commercial real estate litigation, construction, hospitality and partnership disputes, asset disposition, loan portfolio sales and project development.

Richard also represents national lending institutions in the purchase and sale of performing and underperforming loan portfolios, real estate assets and participation interests in loans, and the implementation of national standard loan and workout programs and documentation for real estate, commercial and private banking loan products.

Richard has been highly recognized by Chambers USA as one of the country’s leading real estate lawyers. He has been ranked by Chambers in “Band 1” in Real Estate Nationwide for 2013 (the year such rankings began) through 2016 and in “Band 1” for Real Estate Finance in New York each year from 2009 through 2016. He has also been recognized as a Leading Lawyer in The Legal 500 for Real Estate and was named by Best Lawyers as its Real Estate Litigation Lawyer of the Year in New York City in 2013.

AWARDS & HONORS

  • Chambers USA, Real Estate Finance, New York, Band 1 (2009–2016)
  • Chambers USA, Real Estate, Nationwide, Band 1 (2013–2016)
  • The Legal 500, Real Estate (2007, 2009, 2011, 2013, 2015 and 2016)
  • Best Lawyers, New York City Litigation - Real Estate Lawyer of the Year (2013)
  • Best Lawyers, Real Estate (2008, 2010–2017)
  • International Who’s Who of Real Estate Lawyers (2010–2014)
  • Who’s Who Legal, Real Estate (2010–2016) (“Most Highly Regarded,” 2014 and 2015)
  • Law360, Real Estate MVP (2011)
  • NY Super Lawyers, Top 100 list (2011–2016)
  • NY Super Lawyers, Real Estate (2006–2016)
  • Guide to the World’s Leading Real Estate Lawyers (2008, 2010, 2012)
  • Real Estate Weekly’s “All Stars in Real Estate” (2008)

Experience

Recent Representative Transactions Include:

  • Representation of several financial institutions in the origination and syndication of numerous high-profile and newsworthy acquisition, construction, development, bridge and mezzanine loans to owners, developers and their joint venture investors secured by office buildings, condominium and rental apartment complexes, hotels, other real estate projects and new ground-up construction sites located throughout the New York metropolitan area and nationally.
  • Representation of a syndicate of European financial institutions in the recapitalization and restructuring of a multi-tranche $1 billion real estate loan secured by a high-profile office building located in San Francisco. 
  • Representation of a private equity investor in the recapitalization of more than $2 billion of distressed multi-site development projects, mezzanine loans and joint venture interests located in Southern and Central California (each consisting of several thousand residential land development lots), as well as hotels and apartment complexes located nationwide, including repositioning a New York City residential apartment complex known as Riverhouse (one of the largest  “green” development residential projects in the country) and the restructure of partnership interests and real estate indebtedness in connection therewith. 
  • Representation of several financial institutions in distressed real estate loan workouts, mortgage foreclosures, restructures and insolvency proceedings involving office buildings, apartment complexes, new construction sites, assisted living facilities, undeveloped land assemblages, shopping centers, oil and gas and fast food franchise locations, hotels and related hospitality assets located throughout the country.
  • Representation of a lender syndicate, as senior lender, in the foreclosure, workout and ultimate disposition of a multi-tiered, multi-lender loan secured by The Ritz Carlton Club and The Residences at Kapalua Bay, Maui, Hawaii, a development consisting of hundreds of condominium units and fractional time shares managed, operated and controlled by Ritz Carlton.
  • Representation of a financial institution in the workout, through a future transfer (secured by springing guaranties, a consent judgment of foreclosure and a consensual sealed bid auction) of title in lieu of foreclosure, of a first mortgage loan on the Verizon Building, a vacant 800,000 square foot property located in lower Manhattan now used as a major East Coast data center and technology building.
  • Representation of a life insurance company, as the first lienholder, in a contested foreclosure action, repositioning of the underlying indebtedness and a loan sale through a consensual foreclosure process involving a major hotel located in New York, New York and the rights and interests of a ground lessor, several tranches of debt and equity, a hotel management company and numerous hotel suppliers.
  • Representation of the purchaser and holder of a distressed real estate loan on commercial property located in Tribeca, New York including the acquisition of the loan, the commencement and prosecution of the mortgage foreclosure of the real estate and the workout of the defaulted loan through a deed in lieu of foreclosure delivered by the owner to an affiliate of the purchaser of the loan.
  • Representation of a global financial institution in the sale, disposition and liquidation, over the past several years, of several portfolios of commercial real estate loans and hundreds of individual loans, each secured by real estate assets located throughout the country.
  • Representation of private equity firms in the acquisition of distressed real estate loans and the subsequent enforcement of remedies to facilitate the transfer of ownership of the loans into ownership of the underlying assets.
  • Representation of several global financial institutions in the origination and workout of numerous separate multi-jurisdictional commercial franchise finance loans secured by fast food (Taco Bell, Pizza Hut, KFC, Wendy’s, among others) restaurants, hospitality facilities and oil and gas (Exxon-Mobil, Chevron, Shell, Sunoco, Valero, among others) service stations and convenience stores located throughout the United States.

Publications

  • Co-author, “What’s New and Different, and What Isn’t,” New York Commercial Observer (September 9, 2016).
  • Co-author, “Appellate Decision Unwinds Foreclosure Purchase,” NYLJ, (August 23, 2015).
  • Author, “Commercial Division’s Rocket Docket,” New York Law Journal (August 18, 2014).
  • Co-author, “Distressed Real Estate Loan Dispute Resolution in 2012: Latest Developments, Trends and Strategies,” Inside the Minds: Real Estate Dispute Resolution (April 2012).
  • Co-author, “Residential Mortgage Foreclosure: It’s A Whole New Ballgame,” NYLJ (March 14, 2011).
  • Co-author, “A Primer on Today’s Commercial Loan Forbearance Agreement,” NYLJ (March 15, 2010).
  • Preparation of Practice Commentaries on New York’s Non-Judicial Foreclosure Statute Matthew Bender (May 2005).
  • Non-Judicial Foreclosure Legislation in New York (enacted July 7, 1998).
  • “Legal Counsel” (formerly known as “It’s The Law”), Real Estate Forum, monthly, and then quarterly, column (1982–2000).


Courtney Capute is a partner at Venable LLP and is a member of Venable's management board. Ms. Capute maintains both a CMBS special servicing practice as a longtime member of Venable's Special Servicing Group, anchoring the real estate side of that practice, as well as a more traditional real estate transactional practice with a focus on hospitality work. Her special servicing work focuses on the restructuring of troubled CMBS loans as well as note sales, discounted payoff agreements, deed in lieu of oreclosure agreements and the disposition of REO property. Representative clients include CWCapital Asset Management LLC and LNR Partners, LLC.


Greg Cross is a partner at Venable LLP and the chair of its Bankruptcy and Creditors' Rights Practice Group. Mr. Cross also leads Venable's Commercial Real Estate Servicing practice and is a member of Venable's management board.

During the past twenty years, Mr. Cross has established himself as a nationally recognized leader in his practice areas. Mr. Cross was the coordinating counsel for all secured lenders in the General Growth Properties case, counsel for the secured creditors in the Extended Stay Hotels case and senior lenders' counsel in the Stuyvesant Town litigation and restructuring. Other notable representations include: confirming one of the only successful bankruptcy restructurings of a financial services firm; representing the Governor and State of Maryland in a bankruptcy that threatened the Preakness Stakes; and restructuring the finances of Michael Jackson prior to his death. Mr. Cross was recognized by The American Lawyer in 2010 as a "Dealmaker of the Year" for his work in the GGP bankruptcy case, and under his leadership, the Bankruptcy Practice Group was recognized by Law360 in 2009 as one of the nation's top five bankruptcy practices.

Long before the recent economic downturn, Mr. Cross assembled a team of more than 30 lawyers who focus the majority of their time on commercial real estate workouts. For more than a decade now, Mr. Cross has advised some of the nation's largest special servicers of CMBS assets on all aspects of commercial real estate loan workouts and routinely develops training programs for these clients. He speaks frequently on workouts and bankruptcies involving commercial real estate and develops cutting edge approaches to structuring workouts.


William McInerney is Co-Chair of Cadwalader’s Corporate Finance Practice. His expertise is in real estate finance, mortgage banking, and debt restructurings. His clients include financial institutions and other investors in real estate and related transactions. His practice involves advising lenders and investors in all aspects of secured financings and he has a particular expertise in the sale of performing and non-performing commercial mortgage and mezzanine loans in the secondary market. Bill often counsels clients in restructuring problem loans and on servicing issues that arise in securitized debt. Recent transactions on which Bill has represented clients include the following:
 

  • Purchase of $1 billion in commercial mortgage loans from an institutional seller.
  • $650 million single asset securitization on a state-of-the-art "green" building.
  • $2 billion financing post-bankruptcy of a national hotel chain.
  • Restructuring of the $22 billion financing used in the acquisition of Hilton Hotels Corp.
  • Restructuring of $1 billion of debt for a national casino operator.


Other notable transactions are:

  • $650 million financing on a 55 property retail portfolio during the fourth quarter of 2009, one of the first single-borrower securitizations post-credit crisis.
  • $1.3 billion financing in connection with the acquisition of five Chicago office buildings that were a part of the original EOP portfolio.
  • $1.2 billion financing used for the acquisition of the Lord & Taylor department store chain.
  • $563 million financing in connection with the purchase of the World Trade Center complex in the summer of 2001 and the subsequent insurance litigation.


Each year since 2007 Bill has been named a “Leading Lawyer” in the area of Real Estate Finance by Chambers USA: America’s Leading Lawyers for Business. The Legal 500 also has annually recognized Bill as a leading real estate/capital markets practitioner. Bill co-authored the article “From Bankruptcy-Remote to Risk-Remote: Reframing the Single-Purpose Entity in the CMBS Finance” published in the New York Law Journal on August 23, 2010 as well as the article “Use of Mezzanine Debt in Commercial Mortgage Loans,” which was published in the New York Law Journal on September 20, 2004. Bill was a recent faculty member for the PLI seminar entitled "Negotiating Real Estate Deals 2011" in which he spoke on "Representing Lenders in a Changed Environment".

Bill received his J.D. from Fordham University School of Law and earned his B.A. from The Catholic University of America (summa cum laude, Phi Beta Kappa). Bill is admitted to practice in the States of New York and New Jersey, and in the District of Columbia.


Crowned the “Queen of the Skyscrapers” by the Wall Street Journal in 1997, Darcy Stacom has sold both the largest residential and office transaction in history. Ms. Stacom’s prolific resume is as diverse as to deal type as size, ranging from $2 million trust and estates dispositions to the $5.4 billion sale of Peter Cooper Stuyvesant Town for Metropolitan Life. In her career, she has completed over $50 billion in sales, financing, joint venture, leasehold and development transactions.

Ms. Stacom is a Vice Chairman and head of the Investment Properties group for CBRE’s New York Office. As the gateway to the global marketplace capital flows, the role is dynamic and ever-changing. In the last four years, Ms. Stacom has twice been the #1 Professional at CBRE globally, and twice the #1 Investment Professional globally. Last year, she won the Robert T. Lawrence Memorial Award from REBNY.

With over 29 years of real estate experience, Ms. Stacom’s expertise is often sought evidenced by her speaking engagements for numerous industry and educational organizations including Urban Land Institute, Harvard, New York University, Columbia, Wharton, AFIRE, Practising Law Institute and many others.

PROFESSIONAL AFFILIATIONS

  • Governor of the Real Estate Board of New York (REBNY)
  • Investment Properties Institutional Group (Board Member)
  • Women’s Network of CBRE (Board Member)
  • Big Brothers and Big Sisters of New York
  • Cushman & Wakefield (Former Board Member)
  • Madison Square Boys & Girls Club (Former Board Member)
  • Nontraditional Employment for Women (Former Board Member)
  • Continuum Health Partners (Former Board Member)
  • Lincoln Center Real Estate (Former Council Member)

 
ACHIEVEMENTS
  • CBRE #1 Ranking Worldwide (2005, 2006, 2011)
  • Top 3 Worldwide (2007-2011)
  • Endurance of Spirit Award (2010)
  • REBNY's Robert T. Lawrence Memorial Award (2008)
  • REBNY's ESG Award (2010, 2011)
  • #1 Ranking Worldwide Investment Team (2007, 2008)
  • Colbert Coldwell Circle (2003-2011)
  • Cushman & Wakefield's Service Excellence Achievement Award (2001)
  • Cushman & Wakefield's Most Ingenious Deal of the Year Award (1990)


EDUCATION
  • Lehigh University, Bethlehem, Pennsylvania; B.S. / Marketing