Skip to main content

CMBS and the Real Estate Lawyer 2015: Lender and Borrower Issues in the Capital Markets


Speaker(s): Anna H. Glick, Daniel B. Rubock, David C. Miller, David W. Forti, Donald Frey, Joseph Franzetti, Kim Diamond, Sally Gordon, Stacy G. Ackermann, Stephanie Petosa, Steven G. Horowitz, Thomas F. Nealon III
Recorded on: Feb. 12, 2015
PLI Program #: 58096

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).


Joseph Franzetti

is a Senior Vice President at Berkadia, where he manages CMBS 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. As part of that activity securitized commercial mortgage loans as well has invested in senior and subordinate debt positions. Prior to that, he managed the Commercial Mortgage Conduit at Citigroup where he was responsible for originating and underwriting. Earlier, he managed the ratings groups for CMBS, RMBS and REIT securities 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.


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.


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 W. Forti 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 recognized as one of the leading real estate lawyers in Pennsylvania by Chambers USA, a referral guide to leading lawyers in the United States. 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.

Education

University of Pittsburgh, B.A., 1992, cum laude

University of Pittsburgh, MBA, 1995

University of Pittsburgh School of Law, J.D., 1995, magna cum laude, editor of the University of Pittsburgh Law Review and the Journal of Law and Commerce, and a member of the Order of the Coif

Bar Admissions/Qualifications

Pennsylvania

New York

Memberships and Professional Activities

Mr. Forti is active in the CRE Finance Council (CREFC) and the Mortgage Bankers Association (MBA) and has served on numerous CREFC and MBA committees. He is a regular author and speaker on a wide range of issues relating to commercial real estate finance and securitization.

Speaking Engagements

  • 4The Servicer - A Rating Agency Perspective — MBA Panels - Servicing & Technology Conference, Chicago, IL (May 17, 2011)
  • 4Refinancing Commercial Loans in 2011: Problems, Pitfalls and Opportunities — 14th Annual Real Estate Institute Meeting, Philadelphia, PA (December 3, 2010)
  • 48th Annual Borrowers' & Investors' Forum on Real Estate Mezzanine Loans & Preferred Equity Financing — Presented by IMN with Sponsorship by Dechert, New York, NY  (December 1, 2008)
  • 4Large Underwriters’ New Origination Panel: What Opportunities Has The Senior Market Collapse Produced? Under What Circumstances Are You Comfortable Putting Out Money? — Information Management Network/ 8th Annual Borrowers’ & Investors’ Forum on Real Estate Mezzanine Loans & Preferred Equity Financing, New York, NY (December 1, 2008)
  • 4The Real Estate Lender’s 2008 Guide to Structured Debt, Workouts, Foreclosures, and New Opportunities (San Francisco) — Presented by Dechert’s Finance and Real Estate Practice, San Francisco, CA (May 21, 2008)
  • 4The Real Estate Lender’s 2008 Guide to Structured Debt, Workouts, Foreclosures, and New Opportunities (New York) — Presented by Dechert’s Finance and Real Estate Practice, New York, NY  (May 1, 2008)
  • 4General Structural, Corporate, SEC, and Tax Issues — Commercial Securitization for Real Estate Lawyers, Washington, DC (March 27, 2008)
  • 4Representing Lenders and Borrowers — Commercial Securitization for Real Estate Lawyers, Washington, DC (March 27, 2008)
  • 4Special Securitization Opinion Letters — Commercial Securitization for Real Estate Lawyers, Washington, DC (March 27, 2008)
  • 4The Role of the Rating Agency — Commercial Securitization for Real Estate Lawyers, Washington, DC (March 27, 2008)
  • 4Borrowers’ and Lenders’ Forum on Mezzanine Lending — Presented by the Information Management Network with Sponsorship by Dechert, New York, NY   (November 26, 2007)
  • 4Comparing Assets & Uses: When Should You Use the CMBS market vs. the CDO market? — The Second Annual Real Estate CDO Symposium, New York, NY (February 21, 2007)
  • 4The Second Annual Real Estate Symposium — Presented by Information Management Network with Sponsorship by Dechert, New York, NY (February 20, 2007)
  • 4Real Estate Finance in the Capital Markets: Risks and Rewards — Seventh Annual Advanced ALI-ABA Course of Study: Commercial Securitization for Real Estate Lawyers, Chicago, IL (May 19, 2005)
  • 4Working Out Securitized Commercial Mortgages — Sponsored by the Pennsylvania Bar Institute, Philadelphia, PA (May 26, 2004)
  • 4Financing Mezzanine: Credit Lines and Exit Strategies — 3rd Annual Borrowers’ Forum on Real Estate Mezzanine Loans, New York, NY (December 4, 2003)
  • 4Legal Compliance — CREF Asset & Technology Conference: Pilot Through Changing Times, Sponsored by the Mortgage Bankers Association of America, New Orleans, LA (June 19, 2003)
  • 4Securitized Lending: Entering the Twilight Zone — Georgetown University Law Center Advanced Commerical Leasing Institute, Washington, DC (April 2, 2003)
  • 4Second Generation Mezz: New Structures Panel — The 2nd Annual Borrowers’ Forum on Real Estate Mezzanine Loans, New York, NY (December 4, 2002)
  • 4Bridging the Gap: Servicing and Surveillance — Standard & Poor’s Global Real Estate Group, New York, NY (November 19, 2002)
  • 4Underwriter and Rating Agency Issues in Securitized Loan Transactions — International Council of Shopping Centers 2002 Law Conference, Boca Raton, FL (October 24, 2002)
  • 4CMBS: Structured Finance Too -- A Discussion of the Latest Structuring Trends and Legal Issues Surrounding CMBS — Standard and Poor’s Structured Finance Seminar, Orlando, FL (April 9, 2002)
  • 4B Note Investments — The Commerical Mortgage Securities Association’s CBMS Investors Conference, Miami, FL (January 7, 2002)

Publications

  • 4Real Estate MVP: Dechert's David Forti — Law360 (December 13, 2013)
  • 4Payment Priorities: Impact Of Special Servicing Fees On B-Note Holders — Real Estate Finance & Investment (January 11, 2010)
  • 4B-Notes Under Pressure: Payment Priorities and Impact of Special Servicing Fees and Other Expenses on Distributions to B-Note Holders — Dechert OnPoint (November 17, 2009)
  • 4B-Notes Under Pressure: Part Three of Three — Real Estate Finance & Investment (June 22, 2009)
  • 4B-Notes Under Pressure: Frequently Asked Questions Regarding Control Appraisal Events and Loss of Control — Dechert OnPoint (April 23, 2009)
  • 4What B-Note Holders Need To Know (Part One) — Real Estate Finance & Investment (April 6, 2009)
  • 4B-Notes Under Pressure: Frequently Asked Questions Regarding B-Note Holder’s Right to Replace a Special Servicer — Dechert OnPoint (March 26, 2009)
  • 4Frequently Asked Questions Regarding B-Note Holder Consent and Consultation Rights — Dechert OnPoint (March 16, 2009)
  • 4Proposed TARP Legislation Addresses REMIC Loan Modifications/Dispositions and New Home Mortgage Loan Relief Program — Dechert OnPoint (February 20, 2009)
  • 4The Impact of New Vapor Intrusion Standards on CRE Lending - Part Two — Real Estate Finance and Investment (May 12, 2008)
  • 4The Impact of New Vapor Intrusion Standards on CRE Lending - Part One — Real Estate Finance and Investment (April 28, 2008)
  • 4Covered Bonds: FDIC Action Might Spur US Covered Bond Growth — Dechert OnPoint (April 1, 2008)
  • 4Slicing and Dicing: A Primer on Selected Legal and Structuring Issues — CMBS World (Spring 2005)
  • 4Underwriter and Rating Agency Issues in Securitized Loan Transactions — ICSC 2002 Law Conference (October 24, 2002)
  • 4Mezzanine Debt: Suggested Standard Form of Intercreditor Agreement — CMBSWorld (Spring 2002)
  • 4Select Bankruptcy Cases Affecting Commercial Real Estate Finance and Securitization -- AB Loans — Presented at the Commercial Mortgage Association’s CMBS Investors Conference (January 7, 2002)
  • 4Commercial Mortgage Backed Securities and the Rating Agency Process — Chapter 19, Securitizations: Legal and Regulatory Issues, by Patrick Dolan and C. VanLeer Davis (2001)
  • 4Bankruptcy Remote Structuring — Presented at Standard & Poor’s Structured Finance Seminar (April 1-3, 2001)


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 partner at K&L Gates LLP and is the practice group coordinator for the Banking and Asset Finance practice group. Her work includes the representation of servicers, lenders, investors, and other market participants in all aspects of various financial 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 loan workout and restructurings. She also regularly represents servicers and lenders in all other aspects of loan-level asset management, including loan assumptions, leasing matters and defeasances.

Stacy routinely serves on panels and leads training sessions relating to current issues in structured financing transactions. She is also an active member of CREFC, where she is a Co-Chair of the 17g-5 Best Practices Committee and Pooling and Servicing Agreement task force.

Education

  • J.D., University of South Carolina School of Law, 2001 (magna cum laude; associate editor-in-chief of the South Carolina Law Review; Order of the Coif; Order of the Wig and the Robe)
  • B.A., Furman University, 1998 (cum laude)

Professional Activities
American Bar Association
North Carolina Bar Association
CREFC
MBA

Representative Work:

  • Counsel to master and special servicers in transactions involving conduit and single-asset CMBS securitizations.
  • Counsel to master and special servicers in novel securitizations, involving tranches of both CMBS debt and tax-exempt bonds.
  • Counsel to servicer in connection with CRE CLO and CDO issuances.
  • Counsel to master servicer, special servicer and cash management bank in $1.6 billion municipal bond issuance financing the construction of the 3 World Trade Center.
  • Representation of master servicer and special servicer in $1 billion single-asset securitization secured by a resort and casino property in the Bahamas.
  • Counsel to servicer in $500 million CLO securitization secured by a combination of CMBS loans and senior interests.
  • Counsel to master servicer in $900 million conduit securitization which included a subordinate B note in the underlying pool of assets.
  • Representation of a servicer in connection with the workout of a $1.5 billion loan (consisting of senior and mezzanine debt) secured, in part, by 55 office buildings.
  • Representation of a servicer in connection with the workout and preparation for the foreclosure of a $725 million mezzanine loan.
  • Counsel to agents and bank syndicates in secured and unsecured credit facilities, including acquisitions, term, letter of credit and working capital facilities.
  • Counsel to master, special and sub-servicers of securitized commercial mortgage loans in connection with the servicing of such loans.
  • Counsel to master servicers in connection with loan defeasances and assumptions.
  • General financial representations, including workouts and restructurings.


Stephanie M. Petosa is a managing director in Fitch Ratings’ commercial mortgage group.  She is responsible for operational reviews of CMBS loan originators and publishes research as well as participates on industry panels commenting on CMBS underwriting trends. Stephanie managed the Fitch CMBS servicer rating program at Fitch for 12 years and has over 20 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.


Steven G. Horowitz is a partner based in the New York office.

Mr. 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 merger 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.

Mr. Horowitz 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, Mr. Horowitz focuses 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.

Mr. Horowitz is internationally distinguished as one of the best real estate lawyers by Chambers USA, Expert Guides' The Best of the Best USA and Guide to the World's Leading Real Estate Lawyers, PLC Which Lawyer? Yearbook, PLC Cross-border Corporate Real Estate Handbook, The Legal 500, The Best Lawyers in America, The International Who's Who of Business Lawyers, The International Who's Who of Real Estate Lawyers and New York Super Lawyers magazine. Mr. Horowitz is Lecturer in Law at Columbia Law School on real estate finance, and frequently presents at seminars on real estate-related topics, including those sponsored by the American College of Real Estate Lawyers, American Bar Association-American Law Institute, Practising Law Institute, Anglo-American Real Property Institute and the New York City Bar Association. He also regularly publishes articles, including most recently "Roommates" in The Deal Magazine (March 5, 2010) and "The Joint Venture as an Alternative Source of Capital" in the New York Law Journal (January 12, 2009).

Mr. Horowitz joined the firm in 1987 and became a partner in 1989. Previously he was a partner at Hill & Barlow in Boston, Massachusetts, specializing in real estate development and finance, land use and environmental law. He joined Hill & Barlow in 1981, became a partner in 1985 and Chairman of the Real Estate Department in 1986. Mr. Horowitz has also served as United States District Court Monitor, and as a law clerk, to the Honorable Joseph L. Tauro, both for the United States District Court, Boston, Massachusetts.


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 Senior Managing Director and head of Structured Finance at Kroll Bond Rating Agency, Inc. 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 currently sits on the Board of Governors of the Commercial Real Estate Finance Council (CREFC) as an Executive Committee Appointee and has previously held positions as Membership Chair and Treasurer. Kim received a BA from Cornell University and an MBA from Columbia University.


Don is Vice President of Real Estate Finance and Capital Markets at Simon Property Group.  Don’s chief responsibilities include executing and servicing Simon’s secured debt portfolio and capital markets activity.  Prior to his current role, Don was Senior Finance Counsel at Simon, where he is responsible for the legal aspects of real estate finance matters.  Don has had extensive experience in all aspects of commercial real estate, with a particular emphasis on mortgage loan originations.  Simon is a global leader in retail real estate ownership, management and development and a S&P100 company.  Prior to joining Simon, Don practiced law at Dechert LLP and Alston & Bird LLP in New York, where he represented banks and institutional investors in the origination, servicing, sale and restructuring of all manner of commercial real estate debt.