O'Connor Cochran LLP

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O'Connor Cochran LLP

Elevate your business with tailored, strategic legal guidance.

What We Do: Practice Areas

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

Commercial Property Purchases And Sales

  • Represented the majority owner of a $90 million portfolio of California hotel properties in the sale of hotel properties to REITs.
  • Represented a real estate investment fund in the sale of a Santa Clara County office building acquired in the 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 a California real estate developer in the purchase of a Santa Barbara office property.

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 has 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.

Financing Transactions

  • Represented the national bank in connection with a $94 million acquisition loan secured by a San Diego office and retail property.
  • Represented the national bank in the origination of a $61 million construction loan involving a Los Angeles County multifamily property.
  • Represented the national bank in the origination of a $28 million acquisition loan secured by a San Diego office property.
  • Represented the national bank in the origination of a $26 million refinancing loan secured by four Arizona multifamily properties.
  • Served as a California counsel to a real estate opportunity fund in connection with a $228 million loan secured by the fund’s interest in various assisted living facilities located in California and elsewhere.
  • Served as a California counsel to REIT in connection with a $213 million loan secured by a multistate portfolio of assisted living facilities.
  • Served as a California counsel to a national bank in the origination and subsequent syndication of a $150 million acquisition loan secured by 26 California properties.
  • Served as a California counsel to a national bank in a $110 million increase in existing credit facilities secured by various California properties.
  • Served as a California counsel to a national bank in the origination of a $117 million acquisition loan secured by a San Jose office property.
  • Served as a California counsel to a national bank in a $110 million increase in existing credit facilities secured by various California properties.
  • Served as a California counsel to an out-of-state real estate developer in connection with a $105 million acquisition loan secured by a San Bernardino County retail property.
  • Served as a California counsel to out-of-state real estate investors in connection with a $61 million mortgage loan (evidenced by A and B notes) and a $4 million mezzanine loan used to acquire a San Bernardino County retail property.
  • Served as a California counsel to a national bank in the origination of a $52 million acquisition loan secured by seven Sacramento County office properties.
  • Served as a California counsel to a real estate developer in connection with a $44 million CMBS loan used by the developer to acquire a Riverside County retail property.
  • Served as a California counsel to an out-of-state real estate developer in connection with a $38 million acquisition loan secured by a specialty retail property located in Orange County.
  • Served as a California counsel to an out-of-state real estate developer in connection with a $23 million acquisition loan secured by a Contra Costa County mixed-use property.
  • Served as a California counsel to a national bank in the origination of a $21 million acquisition loan secured by an Orange County retail property and, in subsequent modifications, increased the loan amount to $26 million.
  • Served as a California counsel to an out-of-state bank in connection with a $20 million acquisition loan secured by five Los Angeles County industrial properties.
  • Represented a California real estate developer in connection with a $17 million refinance loan secured by a Placer County office property.
  • Represented a nonbank lender in the origination of a $15 million acquisition loan secured by a San Francisco retail property.
  • Served as a California counsel to a real estate developer in connection with a $11 million acquisition loan secured by a Solano County retail property.
  • Represented a national bank in the origination of a $10 million construction loan involving a Riverside County hotel property.
  • Represented a national bank in the origination of a $10 million refinance loan secured by a Riverside County industrial property.
  • Served as a California counsel to an out-of-state real estate developer in connection with a $5.3 million acquisition loan secured by a Contra Costa County retail property.
  • Represented a California real estate developer in connection with a $4 million acquisition loan secured by a Santa Barbara office property.

UCC Transactions

  • 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 many corrective financing statements, financing statement amendments and information statements. Representation also included the review of numerous 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 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).

Workouts, Distressed Assets 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 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. Representation continues to include the fund’s pursuit of a separate lawsuit for breach of guaranty against the guarantor.
  • 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 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 connection with the trustee’s sale of a San Diego County office property, securing a $2.1 million conduit loan.
  • 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 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 a CMBS trust in the judicial foreclosure action and the subsequent structured deed-in-lieu transaction involving a $6.5 million loan secured by Riverside County multifamily property.
  • Represented a CMBS trust in nonjudicial foreclosure and the subsequent cure and reinstatement of a $4.6 million conduit loan secured by a Kern County office property.
  • Represented a CMBS trust in the 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 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.
  • Represented a distressed debt fund in nonjudicial foreclosure and the subsequent cure and reinstatement of a $2.5 million loan secured by a Riverside County strip center.
  • Represented a distressed debt fund in the trustee’s sale of an Alameda County retail property, securing a $1.4 million loan and a subsequent redemption (resulting in a full payoff of the loan principal, interest and other sums, including enforcement costs).
  • Represented a distressed debt fund in the enforcement and subsequent payoff in full of a $1.7 million loan secured by Santa Clara County retail property.
  • Represented a distressed debt fund in a structured deed-in-lieu transaction involving a $2.7 million loan secured by a Sacramento County office property.
  • Represented a distressed debt fund in the trustee’s sale of a Sacramento County office property, securing a $1.9 million loan.
  • Represented a distressed debt fund in the enforcement and subsequent DPO of a $4.6 million loan secured by a Sacramento County multifamily property.
  • Represented a distressed debt fund in the dismissal of a Chapter 13 bankruptcy case filed by a borrower on a $500,000 loan secured by a small Los Angeles County retail property and in subsequent cure and reinstatement of the loan.
  • Represent a distressed debt fund in the judicial foreclosure action involving a $1.3 million loan secured by a San Joaquin County multifamily property.
  • Represent a distressed debt fund in the judicial foreclosure action involving a $2.9 million loan secured by a Fresno County multifamily property.
  • Represent a distressed debt fund in the trustee’s sale of a Santa Clara County office property, securing a $3 million loan.
  • Represent a distressed debt fund in the enforcement of a $2.2 million C&I loan secured by inventory and equipment located in Nevada County.

Environmental And Land Use/Entitlement Issues

  • Land use and CEQA counsel for entitlement of a complex 200-high-end single-family residential unit project in Orange County, including map extensions and approvals, CEQA compliance, drafting environmental documents and environmental permitting.
  • Land use and CEQA counsel for entitlement of a project involving 1,100 single-family residential/active adult homes and 100,000 square feet of commercial and amenities development, including drafting an EIR and specific plan, negotiating a development agreement and obtaining LAFCO approval.
  • Represented major residential development organizations, commenting on the draft EPA nationwide stormwater construction permit.

Litigation And Appeals

  • Counsel for building industry organizations challenging city ordinances imposing excessive fees under the Mitigation Fee Act for water supply for new developments.
  • Appellate counsel for CEQA challenge to public-private partnership project for groundwater extraction, sale and storage.
  • Advisor to a developer named in the CEQA action, challenging a large greenfields project in the Inland Empire.

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.