Structured Finance, Capitalized Markets & Securitized Loans

Structured Finance, Capitalized Markets & Securitized Loans

Overview

Cox, Castle & Nicholson is actively involved in all facets of capital market transactions. We have a broad depth of experience in representing borrowers in loan originations, loan servicing and asset management matters, and workouts. We also are proud to represent a variety of traditional and nontraditional lenders, including banks, insurance companies, pension funds, finance companies, mortgage bankers, and private investment funds in the financing of real property, businesses, receivables, and other assets. Our finance capabilities are all-encompassing and include the initial structuring and closing of finance transactions, loan administration, workouts, and loan restructures.

Borrower Representation In Financing And Asset Management

Securing debt for a real estate opportunity or project is a process that requires a solid team. Our capital markets attorneys are an instrumental part of that team. We understand the financial markets and have unparalleled experience counseling our clients throughout that process to help them plan, negotiate, and accomplish their financing objectives. We routinely represent owners, developers, REITs, investment funds, institutional investors and entrepreneurs in all forms of secured and unsecured debt financings for all types of commercial real estate, including acquisition and development loans, permanent and bridge loans, construction loans, conduit loans, credit facilities, syndicated loans, ground lease financing, mezzanine financing, and joint ventures.  Our experience over product types is similarly broad, covering raw land, residential and master planned communities, condominium, multifamily, hospitality, office (including specialty products such as medical office), and retail.  Once the financing is in place, we also assist our clients in asset management and responding to the needs of lenders, loan servicers, and joint venture partners.

Loan Modifications And Workouts

Our attorneys are well-versed in all forms of workouts and loan modifications, from simple maturity extensions to complex debt restructuring and project recapitalization. We represent both borrowers and lenders in loan modifications, workouts, note splits, note purchases, discounted pay-offs, and deeds-in-lieu of foreclosure. Negotiating with or on behalf of borrowers,  lenders, note holders, and loan servicers, we work with our clients to preserve the value of distressed assets and protect their investment.

Loan Originations

Our capital markets attorneys represent a wide array of senior lenders, B Note buyers and mezzanine lenders. Our core capital market attorneys routinely represent various lenders in senior loan originations, senior loan syndications, senior loan participations (both pari passu and subordinated), and mezzanine loan originations. Often such transactions involve structured finance, consisting of tiers of senior and subordinate financing, with the subordinate debt typically taking the form of mezzanine loans or B Notes. Our high level of sophistication in such structured finance transactions (both in a CMBS securitized context and in portfolio lending transactions) stems from our deep and well-rounded understanding of the objectives of, and risks to, each of the parties to such transactions. Our expertise allows us to draft, negotiate, and interpret intercreditor agreements, co-lending agreements, pooling and servicing agreements, and senior and subordinate loan documentation in such transactions so as to promote and protect the interests of our client  (whether our client is the senior lender, subordinate lender, or borrower) while comprehending and, where appropriate, accommodating the needs of the other parties. We regularly advise clients pursuing, or defending against, loan-to-own and know the ins and outs of "tranche warfare" (battles between senior and subordinate lenders for control of creditor rights and remedies).

Representative
Matters

Represented a lender to an owner of a boutique hotel in New York City, New York in connection with a $65 million loan facility, which was structured as a senior loan of $40 million that was transferred to another lender and the client retaining a junior loan in the amount of $19 million. Negotiated all loan documents, syndication agreement, and inter creditor agreement with a mezzanine lender to borrower.

Represented a buyer in its acquisition of a senior mezzanine loan and a junior mezzanine loan for a Silicon Valley office building in a seller-financed transaction, coupled with negotiation of the intercreditor agreement in a securitized loan transaction, involving debt and equity in excess of $100 million.

Represented a borrower in the acquisition of two tranches of syndicated mezzanine loans in a securitized loan transaction, followed by a refinancing, in a deleveraging transaction involving a New York office building valued in excess of $300 million.

Represented a borrower in a note-split transaction involving the creation of senior and junior mezzanine loans, sale of the senior mezzanine loan, and modification of the senior mortgage loan, including splitting the senior mortgage note into four component parts, involving a Silicon Valley office building valued in excess of $100 million.

Represented a mezzanine loan bridge lender in the origination of a mezzanine loan to facilitate the recapitalization and lease-up of a San Francisco office property, and negotiated an intercreditor agreement with existing mortgage lender, for a project valued in excess of $35 million.

Represented a borrower in defending against the restructure proposals of a B Note buyer pursuing a loan-to-own strategy in a securitized loan transaction.

Represented a borrower in the workout of a California shopping center securitized loan, involving split of the debt into A and B Notes, with a discounted payoff option on the B Note based on lender participation in cash flow and sale proceeds/property value.

Represented a borrower in the discounting of a junior mezzanine loan, the defense of the borrower against a loan-to-own strategy pursued by a B Note acquirer, negotiation of a recapitalization, and the refinancing of the entire debt stack, all in securitized loan contexts, for a Los Angeles office building valued in excess of $100 million.

Represented three co-borrowers in acquisition financing of a Bay Area multi-building office complex valued at over $150 million. Financing included a mezzanine loan and a mortgage loan secured by the borrowers' fee and leasehold interests in the property.

Served as real estate counsel to a commercial real estate investment fund in connection with a $250 million recapitalization involving new equity and a revolving line of credit. Advised on a wide range of real estate and finance matters including an analysis of approximately 20 existing loans secured by properties in three states.

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Represented borrowers in a $90 million loan portfolio secured by six commercial and industrial properties located in California, Washington, and Colorado.

Represented a borrower working with a national loan servicer in the assumption of a $12 million securitized loan assumed in connection with the acquisition of a two building Bay Area commercial property.

Represented a public company in connection with a $60 million syndicated credit facility to finance development and construction of a medical research & development project in San Francisco, California. 

Represented a retail development company in securing $20 million in construction financing to finance retail development projects in Austin, Texas, and in securing $25 million in construction financing to finance new retail development in Fremont, California. 

Represented a REIT in connection with a $325 million syndicated loan secured by a 1.44 million square foot portfolio of Class A office properties located in Southern California.

Represented a joint venture investor in connection with a $19 million insurance company loan to rehabilitate and re-tenant a retail center in Hawaii.

Represented a joint venture investor in connection with a $121 million credit facility to construct a mixed-use development in Santa Monica, California.

Represented an investment company in obtaining a mezzanine loan secured by interests in two Denver office properties.

Attorneys &
Paralegals

Name Title City Phone  
Acosta, Michelle A.B. Senior Counsel Los Angeles 310.284.2238
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Bissett, Katherine C. Associate Los Angeles 310.284.2216
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Dreyfus, Caroline W. Partner Los Angeles 310.284.2207
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Feldman, Linda Paralegal Los Angeles 310.284.2293
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Li, Stephen D. Partner Los Angeles 310.284.2232
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North, Erik M. Partner Los Angeles 310.284.2203
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Orlik, Randy P. Partner Los Angeles 310.284.2229
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Prigoff, Bruce E. Partner San Francisco 415.262.5140
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Rosenthal, Richard H. Partner San Francisco 415.262.5131
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Sears, Jonathan Partner Los Angeles 310.284.2277
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Snyder, Douglas P. Partner Los Angeles 310.284.2253
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Sully, Dawil R. Associate Los Angeles 310.284.2174
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Trott, John Matthew Partner Los Angeles 310.284.2299
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Vesci, Adriana Partner Los Angeles 310.284.2243
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Waldman, Ira J. Partner Los Angeles 310.284.2244
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Weissburg, Adam B. Partner Los Angeles 310.284.2270
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Wolin, Amanda R. Associate Los Angeles 310.284.2260
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Wong, Annette A. Associate Los Angeles 310.284.2132
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Spotlight

Three Cox, Castle & Nicholson Attorneys Featured In LABJ

Gary Glick, Adam Weissburg, and Amy Wells were selected to be featured in the Los Angeles Business Journal's 2013 "Who... More»