Contacts

Abby M. Wenzel

Office Managing Partner
P (212) 883-4997

Real Estate Finance

Real estate is a cyclical business. After the highly leveraged boom years and subsequent credit crunch of 2008-2010, the real estate market is now in a period of conservative investment and slow growth. Lenders are imposing tight restrictions on who and what they will support, limiting the number of dollars available. Borrowers are finding themselves having to invest more equity and providing additional credit enhancements. Cozen O’Connor’s real estate team is fully prepared to operate in this economic environment, having successfully weathered four previous boom-and-bust cycles over the last four decades. Clients demand lawyers who have faced, head-on, trying circumstances, before, and know how to identify and seize rare opportunities.

The attorneys of Cozen O’Connor’s real estate finance group represent lenders (regional and national commercial banks, investment banks, mortgage REITs, insurance companies, specialty finance companies, and private equity and opportunity funds) and borrowers (owners, commercial and residential developers and operators, REITs and other institutional owners, and investors) in complex financing transactions involving commercial, retail, residential, and industrial real estate. We have experience with the origination, acquisition, and disposition of whole loans and interests in loans; formation of joint ventures, general and limited partnerships, limited liability companies, business trusts, and other investment vehicles; and creation of credit facilities with complex terms, including multiple interest rate options, foreign currency exchanges, interest rate protection products, and other derivatives.

No matter how challenging or volatile the marketplace, the requisites for providing superior real estate counsel remain unchanged: technical knowledge, negotiating skill, and business savvy. Cozen O’Connor is regularly involved in some of the nation’s largest real estate transactions, so our technical understanding of the latest in deal structure, regulation, profitability, leverage, and liability protection is second to none. And because we conduct high-stakes negotiations on behalf of both lenders and borrowers, we have real insight into the competing needs and interests of all parties. We are often able to identify unforeseen points of leverage that can give our clients a decisive advantage.

Perhaps most important, our lawyers understand not only the law, but also the business of real estate. Many of our attorneys have advanced training in mathematics, science, accounting, and finance, which enables us to grasp the financial concepts and formula behind every real estate deal. And we have the practical experience to understand how theoretical contract provisions are likely to play out in the real world. Beyond just servicing the deal, we make sure to service the broader corporate mission.

SERVICE AREAS

Arrange permanent and bridge financings
Handle sale leaseback financings
Advise on preferred equity investments
Set up mezzanine and A/B tiered structures
Arrange construction financings and build-to-suit structures
Lead capital market financings
Conduct syndication, participation, and co-lending transactions
Finance like-kind exchanges
Handle credit-enhanced transactions

Experience

Represented a borrower in a $230MM commercial mortgage-backed securities loan secured by a regional shopping mall.

Represented a major international bank, as agent for a syndicate of lenders, in connection with the conversion of a construction loan in the approximate principal amount of $150MM into a loan secured by the unsold shares in a newly-constructed leasehold cooperative apartment building in New York City.

Represented Liberty Property Trust in the development, leasing and debt/equity financing of the $500,000,000 Comcast Center office tower in Philadelphia.

Represented a major international bank in connection with the increase and modification of a construction loan. The aggregate loan proceeds, in excess of $80MM, were funded for the renovation of an existing midtown (New York City) south residential building and its conversion to operation as a hotel.

Represented a major international bank and a German bank, as lead lenders in connection with a syndicated acquisition and development loan in excess of $400MM.

Represented a major international bank as a lead lender for a syndicate of lenders in connection with a construction loan of approximately $168MM to be advanced for the renovation, repositioning and reconstruction of an existing retail center located in Hampton, Virginia.

Represented a major international bank and a syndicate of lenders in a loan of approximately $318MM for the construction of a resort hotel and spa outside San Antonio, Texas.

Represented a major international bank as a lead lender for a syndicate of lenders in connection with a $103MM construction loan to be advanced in connection with the construction of an eleven-story office building of approximately 321,000 square feet located in Washington, D.C.

Sourced, structured and closed $85,000,000 debt financing and $132,000,000 recapitalization with $45,000,000 equity infusion for 6 asset, 1650 unit multifamily apartment portfolio. Responsible for identification and selection of debt and equity providers and all aspects of the transactions from term sheets through closing.

Represented the borrower in the construction loan financing for development of retail shopping center known as Oxford Commons, located in Oxford, PA.

Sourced, structured and closed $50,000,000 and $75,000,000 joint venture equity programs for investment in multifamily properties with New York investment bank and government sponsored agency and national insurance company; established an additional $80,000,000 of joint venture equity relationships with opportunity funds and fund managers for investment in multifamily properties.

Sourced, evaluated and structured off market acquisition of $50,000,000, 4 asset, 550 unit multifamily portfolio. Responsible for identification of assets, presentation to and approval by joint venture equity partner, assumption of asset based debt financing and all aspects of due diligence and closing of the transaction.

Structured and negotiated acquisition and equity and debt financing of a $20,000,000, 1,800,000 square foot, industrial and office facility, Tinicum Township, Pennsylvania. Responsible for evaluation and underwriting of transaction, due diligence and closing processes, negotiation and documentation of acquisition, joint venture equity and debt financing transactions and management arrangements.

Represented a joint venture owning a super regional shopping center in one of the largest commercial mortgage-backed securities (CMBS) loans closed in 2010.

Represented a nationally known private equity fund in the overhaul of a distressed portfolio of national real estate assets involving the restructuring of several hundred million dollars of senior debt and recourse guaranties, and extensive modification of the internal equity structure of scores ownership entities.

Represented a private equity fund in acquiring a loan secured by a failed residential high-rise condominium development in the Southeast United States.

Represented a private equity fund in acquiring a distressed loan secured by a major office building in the Southeast United States and a contemporaneous deed in lieu transaction.

Represented the buyer of a loan secured by a failed residential condominium development in the Philadelphia, Pennsylvania area.

Represented a lender making a loan in connection with a major mixed use development in the Cleveland, Ohio area.

Represented the developer of a New York residential condominium development in connection with a work/out restructuring of three loans.

Represented private equity client in connection with a $15 million loan secured by (I) multiple real estate parcels, (II) pledge of membership interests, (III) pledge of cash collateral account held by third party, and (IV) a personal guaranty. Proceeds of this loan were utilized, together with proceeds of other private/institutional lenders and bond offerings to develop a multi-use project in Cleveland, OH.

Represented a large Connecticut-based developer in the sale of federal historic tax credits and the related construction loan refinancing to convert an abandoned warehouse into a 235-unit residential apartment building. We also handled the later $30 million refinancing of the project with Freddie Mac as part of its capital markets execution program for large multifamily loans.

Represented a borrower in structuring a deed in lieu transaction (in the context of a confirmed bankruptcy plan) to facilitate a §1031 deferred exchange.

Negotiated and documented a workout in which the borrower provided additional collateral consisting of a 50 percent interest in a shopping mall and then acquiring such interest in a subsequent workout.

Represented a major financial institution in restructuring numerous real estate joint ventures involving in excess of $400 million in the aggregate.

Represented an institutional investor in the restructuring of significant portions of a multibillion dollar real estate portfolio.

Represented FNMA DUS lender in connection with the origination of commercial mortgage loans secured by multi-family properties throughout the country.

Represented a real estate investment trust in connection with the acquisition of whole loans, participations, A/B notes and mezzanine interests and has experience in negotiating both intercreditor and participation agreements.

Represented a large Philadelphia-based developer in the restructuring of a joint venture agreement for an existing multifamily apartment project located in Baltimore, which included the contribution of $9 million of additional equity by a new preferred equity investor.

Represented a national developer in the work-out of a defaulted $35 million construction loan with respect to a failed Florida condominium project and the negotiation of a related partnership restructuring with the developer's joint venture partner.

Represented a large private equity fund in obtaining permanent financing for a North Carolina-based joint venture in order to refinance approximately $30 million of preferred equity.

Represented a real estate investment management firm in its investment in and financing of the majority interest in a $2.5 billion joint venture formed to develop or redevelop a portfolio of 93 assets on 42 development sites located throughout the greater Washington, D.C., metro area, as office, retail, hotel and multifamily residential.

Represented an affiliate of Arden Real Estate Partners I LP in its acquisition, in joint venture with affiliates of Carey Watermark and Marcus Hotels and Resorts, of the 372 room Atlanta Westin Perimeter Hotel. In less than thirty (30) days the team and our co-counsel negotiated and concluded the acquisition, joint venture, hotel management and franchise and loan documentation. Total acquisition and property committed property improvement costs were $57,000,000.

Christian G. Beltz	Member	New York	(212) 883-4941
William F. Davis	Member	New York	(212) 883-4947
Herman C. Fala	Co-Chair, Real Estate	Philadelphia	(215) 665-4643
Anthony Faranda-Diedrich	Member	Philadelphia	(215) 665-2736
Edward L. Harris, Jr.	Member	New York	(212) 453-3789
Jeffrey A. Leonard	Chair, Business Law Department	Philadelphia	(215) 665-4157
Richard S. Roisman	Member	Philadelphia	(215) 665-5543
Gerald N. Schrager	Of Counsel	New York	(212) 453-3872
Robert A. Silverman	Member	Philadelphia	(215) 665-4620
Abby M. Wenzel	Office Managing Partner	New York	(212) 883-4997