What We Do: Practice Areas

Here’s a partial list of recent firm transactions and projects. For more information on the experience of our individual lawyers, see our bio pages.

• Commercial Real Estate purchases and sales
• Commercial real estate leasing programs
• Financing transactions
• UCC matters
• Distressed assets, workouts and foreclosures
• Other engagements

Commercial Real Estate Purchases And Sales

• Represented the majority owner of a $90 million portfolio of California hotel properties in the sale of hotel properties to multiple REITs.
• Represented California real estate developer in the $90 million acquisition of a San Diego retail property.
• Represented a real estate investment fund in the $34 million sale of a Santa Clara County office building acquired in a deed-in-lieu transaction. Because of the fund’s sustained focus on leasing (all of which was carried out by our firm), the property’s sales price exceeded its acquisition value by more than 100%.
• Represented a real estate investment fund in the transfer of equity interests in an office property-owning subsidiary and related senior lender consent.
• Represented an investment company acquiring over 30 retail sites for new uses, redeployment and re-leasing or resale from distressed portfolios in bankruptcy asset sales or regional chain closings.
• Represented California real estate investor in the $7.2 million acquisition of a Charles County, Maryland retail property.
• Represented a California real estate developer in the $6 million acquisition of a Santa Barbara office property.

Commercial Real Estate Leasing Programs

• Represented a distressed debt fund in the lease-up of three separate San Diego office buildings acquired by foreclosure. Representation included the negotiation, documentation and closing of more than 50 new leases or lease amendments. Representation also included supervision of unlawful detainer actions prosecuted by a local firm retained by our firm.
• Represented a real estate investment fund in the lease-up of a Santa Clara County office building acquired in the deed-in-lieu transaction. Representation included the negotiation, documentation and closing of more than 25 new leases or lease amendments.
• Represented a real estate developer in the lease-up of an office building located in the Sacramento metropolitan area. Representation included the negotiation, documentation and closing of more than 25 new leases or lease amendments.
• Represented a distressed debt fund in the lease of a single-tenant retail property located in Santa Clara County. Representation included the negotiation, documentation and closing of the original lease, as well as the negotiation and documentation of subsequent assignment and assumption agreements.
• • Represented New York-based real estate developer of 37-story mixed-use project in downtown Los Angeles in negotiating, documenting and closing various retail leases as well as related agreements with franchisors, equipment lenders, parking management companies and others.

Financing Transactions

• Represented affiliated U.S. and European lenders making $360 million loan secured by Orange County, Florida resort property in $180 million agency and co lending agreement with three U.S. lenders.
• Served as California counsel to national bank in origination of $117 million acquisition loan secured by San Jose office property.
• Represented national bank making $95 million syndicated mortgage loan secured by two office properties in Santa Clara County in negotiation and documentation of intercreditor agreement with asset management firm making $23 million mezzanine loan. Representation included parallel negotiation with co lender regarding terms and conditions of intercreditor agreement.
• Represented national bank in connection with $94 million acquisition loan secured by San Diego office and retail property.
• Represented life company lender in origination of $90 million acquisition loan secured by Alameda County multifamily property.
• Represented life company lender in origination of $80 million loan secured by San Diego multifamily property.
• Represented national bank making $78 million mortgage loan secured by Los Angeles County office property in negotiation and documentation of intercreditor agreement with asset management firm making $16 million mezzanine loan.
• Represented life company lender in origination of $78 million loan made to affiliated borrowers secured by Contra Costa County office properties. Loan documentation included comprehensive suretyship waivers by and contribution agreement between affiliated borrowers.
• Represented life company lender in origination of $76 million loan secured by Cook County, Illinois industrial property. Loan documentation included grant of security interest in all of borrower’s rights under various tax abatement agreements.
• Represented offshore lender in origination of $68 million loan made to affiliated borrowers secured by Harris County, Texas and Hall County, Georgia industrial properties. Loan documentation included comprehensive suretyship waivers by and contribution agreement between affiliated borrowers. Loan documentation also included provisions intended to ensure that interest paid on the loan qualified for portfolio interest exemption under relevant provisions of U.S. tax code.
• Represented life company lender in origination of $62 million refinancing loan secured by San Francisco mixed-use property.
• Represented national bank in origination of $61 million construction loan involving Los Angeles County multifamily property.
• Represented national bank making $55 million mortgage loan secured by Los Angeles County office property in negotiation and documentation of intercreditor agreement with asset management firm making $13 million mezzanine loan.
• Represented life company lender in origination of $48 million loan secured by Los Angeles County medical office property.
• Represented offshore lender in origination of $46 million floating-rate loan secured by Jefferson County, Colorado multifamily property. Loan documentation included provisions intended to ensure that interest paid on the loan qualified for portfolio interest exemption under relevant provisions of U.S. tax code.
• Represented life company lender in origination of $43 million loan secured by Los Angeles County industrial property.
• Represented non-bank lender in origination of $42 million acquisition loan secured by Chatham County, Georgia multifamily property.
• Represented offshore lender in origination of $41 million floating-rate loan secured by Jefferson County, Colorado multifamily property. Loan documentation included provisions intended to ensure that interest paid on the loan qualified for portfolio interest exemption under relevant provisions of U.S. tax code.
• Represented life company lender in origination of $40 million loan made to three tenants-in-common secured by Orange County industrial property and in subsequent transfer of interest held by one tenant-in-common.
• Represented California real estate developer in connection with $40 million PACE loan secured by Los Angeles County hotel property.
• Represented life company lender in acquisition of $38 million participation interest in $238 million loan secured by Los Angeles County resort property.
• Represented offshore lender in origination of $30 million floating rate loan secured by Las Vegas, Nevada retail property. Loan documentation included provisions intended to ensure that interest paid on the loan qualified for portfolio interest exemption under relevant provisions of U.S. tax code.
• Represented national bank in origination of $26 million refinancing loan secured by four Arizona multifamily properties.
• Represented life company lender in origination of $25 million refinancing loan secured by Los Angeles County mobile home park.
• Served as California counsel to national bank in origination of $21 million acquisition loan secured by Orange County retail property and in subsequent modification increasing loan amount to $26 million.
• Represented life company lender in origination of $21 million loan secured by Los Angeles County office property.
• Represented life company lender in origination of $20 million loan secured by Pima County, Arizona mobile home park.
• Represented life company lender in origination of $19 million loan made to three tenants-in-common secured by Los Angeles County industrial property and in subsequent transfer of interests held by two tenants-in-common.
• Represented California real estate developer in connection with $17 million refinancing loan secured by Placer County office property.
• Represented non-bank lender in origination of $15 million acquisition loan secured by San Francisco retail property.
• Represented real estate investor in connection with $13.2 million loan secured by California and Texas office properties.
• Represented offshore lender in origination of $12.5 million floating rate refinancing loan secured by Salt Lake City, Utah industrial property. Loan documentation included provisions intended to ensure that interest paid on the loan qualified for portfolio interest exemption under relevant provisions of U.S. tax code.
• Represented offshore lender in origination of $12.5 million loan secured by Las Vegas, Nevada office property. Loan documentation included provisions intended to ensure that interest paid on the loan qualified for portfolio interest exemption under relevant provisions of U.S. tax code.
• Represented non-bank lender in origination of $12.4 million loan secured by borrower’s leasehold interest and related party’s fee interest in Ventura County multifamily property. Loan documentation included comprehensive suretyship waivers by related party.
• Represented national bank in origination of $10 million construction loan involving Riverside County hotel property.
• Represented federal savings bank in origination of $8.3 term loan secured by first deed of trust on Los Angeles County commercial property and in subsequent $1.5 million line of credit secured by second deed of trust on same commercial property.

UCC Matters

• Represented a lender/servicer in the review and analysis of UCC filings covering several portfolios of CRE loans with an aggregate unpaid principal balance in excess of $8,500,000,000. Representation included the review and analysis of underlying loan and security documents, as well as the preparation and filing of more than 300 corrective financing statements, financing statement amendments and information statements. Representation also included the review of more than 200 search reports and the completion of various lien priority analyses.
• Represented a life company lender on U.S. aspects of a $125 million loan made to an Australian trust owned by a U.S. entity for the purpose of enabling the trust to acquire an office tower located in Sydney, Australia. Representation included the preparation of a U.S. addendum to an Australian pledge agreement documenting the U.S. entity’s grant of a security interest in its entire interest in the trust. Representation also included filing a UCC1 financing statement to perfect the lender’s security interest in the U.S. entity’s interest in the trust and (in accordance with Australian practices) issuing a personal property security interest opinion in support of the transaction.
• Represented lender in complex restructuring of $37 million in mezzanine and sub-mezzanine loans secured by equity interests in various entities (including limited liability companies and limited partnerships) that owned multifamily properties in several states. As part of restructuring, pledged entities amended their organizational documents to “opt in” to Article 8 of UCC and convert their equity interests into certificated securities. In addition, as part of restructuring, pledged entities refinanced certain of their properties, resulting in $12 million paydown to lender.
• Represented preferred equity interest holder in enforcement (though a UCC sale and otherwise) of various obligations under preferred equity investment secured by pledge of common equity interests in a limited liability company that indirectly owned two Riverside County multifamily properties. Total obligations secured by the pledge exceeded $7.2 million.
• Represented lender in enforcement of $5 million mezzanine loan secured by pledge of equity interests in limited liability company that owned two Midwestern office properties. Enforcement actions included pursuit of injunctive relief to secure underlying cash flows (rents from office tenants), foreclosure by public auction sale of pledged equity interests and civil action against sponsor party under nonrecourse carve-out and limited payment guaranties.
• Represented lender in workout of $4 million mezzanine loan secured by equity interests in various limited liability companies and limited partnerships that owned multifamily properties in Texas and other Southwestern states. Workout included, among other features, changes in principal obligors, collateral substitutions, provision of additional collateral and conversion of limited guaranty to full guaranty.
• Represented a national bank in a lawsuit to enforce a $2.2 million C&I loan secured by inventory and equipment located in Nevada County, as well as in the subsequent settlement of a lawsuit. The settlement included a stipulation for judgment that liquidated all claims and ordered possession of inventory and equipment transferred to the bank. In addition, the settlement authorized the bank to conduct a private UCC sale of inventory and equipment, which was promptly completed.
• Represented a secured party in the public UCC sale of the debtor’s membership interests in a California limited liability company. Representation included the review and analysis of underlying loan and security documents as well as the planning and execution of all aspects of the sale process, which was structured to qualify as “public” for UCC purposes (thereby enabling the secured party to bid) and “private” for state and federal securities law purposes (thereby avoiding registration and other burdensome securities law requirements).

Distressed Assets, Workouts And Foreclosures

• Served as a California counsel to a CMBS trust in connection with the trustee’s sale of a San Diego office property, securing a $80 million conduit loan. Representation also included presale enforcement of the trust’s security interest in bank accounts holding nearly $5 million in funds.
• Represented ABS trust in complex restructuring of $56 million in loans secured by 28 California-based convenience store and gas station businesses, including all related real property (consisting of both fee and leasehold interests) and all related personal property. Restructuring involved, among other things, consolidation of separate notes on which affiliated borrowers were severally liable into single note on which all affiliated borrowers were jointly liable.
• Represented life company lender in connection with discounted payoff of $55 million loan secured by San Bernardino County office property.
• Represented two ABS trusts in multi-party out-of-court restructuring of $50 million in secured debt of large quick service oil change franchisee group. Restructuring involved, among other things, consolidation of numerous individual notes into two master notes, acquisition of new real and personal property collateral, pledges of various equity interests and completion of parallel restructuring of franchisee group’s trade debt.
• Represented lender in complex restructuring of $37 million in mezzanine and sub-mezzanine loans secured by equity interests in various entities (including limited liability companies and limited partnerships) that owned multifamily properties in several states. As part of restructuring, pledged entities amended their organizational documents to “opt in” to Article 8 of UCC and convert their equity interests into certificated securities. In addition, as part of restructuring, pledged entities refinanced certain of their properties, resulting in $12 million paydown to lender.
• Represented a CMBS trust in connection with the enforcement and subsequent cure and reinstatement of a $36 million loan secured by a Los Angeles County shopping mall.
• Represented sponsor parties in the sale of a San Diego County office property, securing a $32 million CMBS loan that was in the latter stages of a nonjudicial foreclosure proceeding. The sale was structured as an IRC § 1031 exchange and, as a closing condition, included the partial release of the mortgage lender’s “make whole” premium.
• Represented a real estate investment fund lender in a structured deed-in-lieu transaction involving a $26 million loan secured by a Santa Clara County office property.
• Represented a distressed debt fund in connection with the trustee’s sale of a Beverly Hills retail property, securing a $25 million loan originated by a U.S. branch of a European bank. Representation included the collection of nearly $150,000 held in two deposit accounts subject to deposit account control agreements. Representation also included a successful defense, after a three-week jury trial, of a lawsuit brought by the borrower and guarantor against a national bank that financed (by means of a purchase and repurchase agreement) the fund’s acquisition of the loan. Additionally, after successful appeal of trial court’s ruling that guarantor’s loan guaranty constituted “sham guaranty” under California case law, representation included favorable settlement of fund’s lawsuit against guarantor for breach of its loan guaranty.
• Served as a California counsel to a CMBS trust in connection with the trustee’s sale and subsequent discounted payoff of a $21 million conduit loan secured by two Los Angeles County office properties.
• Represented a real estate investment fund lender in a loan modification and assumption transaction involving a $18 million CRE loan.
• Represented borrower and guarantors in a deed-in-lieu-of-foreclosure agreement involving an $11 million loan secured by Milwaukee, Wisconsin office property and the related settlement of a declaratory judgment action brought by borrower and guarantors.
• Represented a CMBS trust in a trustee’s sale and subsequent modification, sale and assumption transaction involving a $7.5 million loan secured by a Sacramento County multifamily property.
• Represented a CMBS trust in judicial foreclosure actions and the subsequent structured deed-in-lieu transactions involving (a) a $7.1 million conduit loan held through MERS and secured by one Hawaiian self-storage property and (b) a $4.7 million conduit loan held through MERS and secured by another Hawaiian self-storage property.
• Represented life company lender in successful resolution of two cross-defaulted and cross-collateralized commercial real estate loans totaling over $7 million secured by industrial warehouses in Stockton and Fresno, California despite bankruptcy filing by borrower’s principal and by borrower entity, foreclosing after obtaining relief from stay on one property and allowing consensual sale of the other.
• Represented a CMBS trust in connection with the trustee’s sale (nonjudicial foreclosure sale) of Ventura County office property, securing a $6.8 million conduit loan. Representation also included a collection of $900,000 standby letters of credit (in a manner that does not trigger California’s one-action rule).
• Represented a CMBS trust in a judicial foreclosure action and subsequent structured deed-in-lieu transaction involving a $6.5 million loan secured by Riverside County multifamily property.
• Represented a CMBS trust in a trustee’s sale and subsequent cure and reinstatement of a $4.6 million conduit loan secured by a Kern County office property.
• Represented a distressed debt fund in the enforcement and subsequent discounted payoff of a $4.6 million loan secured by a Sacramento County multifamily property.
• Represented a CMBS trust in the enforcement of the assignment of leases and rents furnished in connection with a $3.9 million conduit loan secured by a Los Angeles County retail property.
• Represented a distressed debt fund in a judicial foreclosure action against a borrower and breach of guaranty action against guarantors on a $3.4 million loan secured by a Riverside County self-storage property. The project included representing the fund in a Chapter 11 bankruptcy case filed by the borrower, resulting in the full reinstatement of the loan without any adjustment to the principal balance, contract interest, amortization schedule or loan term, plus mandatory monthly payments by guarantors.

Other Engagements

• Represented a life insurance company lender in a condemnation action affecting one of various Southern California industrial properties, securing a $137 million mortgage loan.
• Represented the majority owner of five California hotel properties in litigation, workouts and corporate disputes with former management, minority owners and investors. As part of litigation, obtained the appointment of a receiver to control properties and manage property companies, resolved various franchise and lender disputes, and facilitated global settlements, allowing liquidation of the portfolio.
• Represented a mezzanine lender in a successful resolution of a dispute involving rights in a $150,000 escrow account acquired as a result of mezzanine loan foreclosure.
• Represented a real estate investment fund in connection with significant forensic audits of borrowers on multiple CRE loans.
• Represented a primary servicer in a defense and settlement of litigation involving the earthquake insurance requirements of a $6 million loan secured by a Los Angeles County multifamily property.