Bruce E. Prigoff



Bruce represents real estate investors, lenders, and borrowers in real estate financing and investment transactions. His level of sophistication and knowledge, and his appreciation of the perspectives of all parties involved, enable him to thoughtfully structure financing transactions, help resolve intercreditor and co-lender agreement issues and develop strategies to meet his clients' business objectives. 

Secured Financing For Real Estate Assets

In the past few years, Bruce has structured, negotiated, and closed more than 50 senior/subordinate real estate transactions utilizing an array of different structures including permanent loans, bridge loans, mezzanine loans, and A/B structured loans for his clients. These deals range from new loan originations to recapitalizations, workouts, and distressed debt acquisitions. The loans are used for existing and to-be-constructed projects all over the United States.

Bruce is involved in a wide variety of financing structures – involving loans made or acquired either by portfolio lenders or capital markets lenders and investors – for office, retail, multi-family, industrial, hospitality, senior housing, agricultural and mixed-use properties, as well as residential developments. 

Sophisticated Structured Debt Practice

Having counseled numerous market participants in mezzanine lending and other structured debt transactions, Bruce is retained by senior lenders, mezzanine lenders, B Note investors, and borrowers, in multi-tiered financing transactions. 


B Note Transactions

Represented the buyer of the Class B Certificates constituting the junior tranche of securities issued by Freddie Mac in an approximately $1Billion offering backed by a pool of loans secured by mortgages encumbering assisted living, skilled nursing and memory care facilities nationwide.

Represented a buyer in its acquisition of a B Note post-foreclosure following a Control Appraisal Event and loss of its option to buy the A Note at par (due to a post-bankruptcy foreclosure), in a securitized loan transaction. Such position was then converted into ownership of a large San Francisco portfolio of apartments valued at more than $100 million.

Represented a buyer in its acquisition of a B Note, who then converted its position into a controlling joint-venture interest with the existing borrower, cancelled the B Note and assumed a modified A Note in the de-leveraging of a securitized loan transaction, for a Colorado office building.

Represented a buyer in its acquisition of a B Note, who then acquired an out-of-the-money but controlling C Note, followed by a workout of a securitized loan transaction with the existing borrower, involving issuance of an option for a discounted payoff based on a profit sharing formula, for a Los Angeles multi-family complex valued in excess of $100 million.

Represented a buyer in its acquisition of a B Note secured by a portfolio of Silicon Valley office buildings and negotiated the co-lender agreement. Also represented the buyer in a deed-in-lieu of foreclosure transaction in which the B Note holder retained a purchase option to buy the REO and thereafter purchased the REO with a joint venture partner, involving debt and equity in excess of $100 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 buyer in its acquisition of a performing B Note portfolio secured by multi-family assets in Southern California, involving securitized loan transactions.

Mezzanine Loan Transactions

Represented a buyer in its acquisition from four (4) investment banks of a portfolio of Mezzanine A Loan Notes, which such notes, together with pari passu notes held by third parties, form the tranche of senior mezzanine debt subject to (i) a co-lender agreement among all of the holders of such notes, and (ii) an intercreditor agreement among (a) such notes holders, (b) the holders of securitized mortgage loans senior to such notes, and (c) the mezzanine lender junior to such notes, in a $2.6 Billion financing of a nationwide portfolio of senior housing properties.

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 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 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 lender in origination of mezzanine construction loan for development of a San Francisco condominium project valued at $35 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.

Mortgage Loan Transactions

Represented a buyer in its acquisition of a distressed senior mortgage loan in a structured transaction in which both the borrower and mezzanine lender were out of the money, for a Washington State office complex involving debt and equity in excess of $75 million.

Represented a borrower in a workout of a Northern California land development transaction, involving reduction of recourse liability, creation of a participating loan structure and delivery into escrow of a deed-in-lieu of the foreclosure.

Represented a mortgage lender in the origination and restructuring of a land loan for Hawaii property.

Represented a mortgage lender in the origination of a bridge loan on a office building in Southern California.

Publications &
Speaking Engagements


An Insider's Guide To The Purchase Of B Notes, Mezzanine Loans And Other Distressed Debt, Strafford Publications, Inc., August 2011

Uninsured, But Not Uninformed: Exclusions Of Creditors’ Rights Title Insurance Coverage, CCN Client Alert, 5/1/2010

The Ins And Outs Of Loan Administration And Disposition, CCN Finance Newsletter, Winter 2009

SPE Provisions After GGP – A Wall Of Steel Or Swiss Cheese?, CCN Finance Newsletter, 9/10/2009

The IRS Issues New Regulations Designed To Facilitate CMBS Workouts, CCN Client Alert, 9/29/2009

FDIC Portfolio Asset Sales Update, CCN Client Alert, July 2009

Major Shift In Legacy Loan Program, CCN Client Alert, 6/4/2009

Legacy Loans Program Update, CCN Client Alert, 3/29/2009

Introducing The Legacy Loans Program – The Government's Latest Attempt To Address The Current Credit Crisis, CCN Client Alert, 3/25/2009

Out Of Chaos Comes Opportunity: Profiting In The Subordinate Debt Market, CCN Perspectives, Fall 2008

Speaking Engagements

Issuance Of Legal Opinions On The Enforceability Of Environmental Indemnities Under California Anti-Deficiency Law, California State Bar, Real Property Section, Annual Retreat

Distressed Real Estate Loan Acquisitions: Due Diligence Strategies, Strafford Publications, Inc. Webinar, August 2011

Balance Sheet Lenders: Doing Business In 2011, Information Management Network The 8th Annual Winter Forum On Real Estate Opportunity & Private Fund Investing, 1/13/2011

CMBS Structured Transactions: Subordinate Lender & Borrower Issues In Workouts & Restructuring Of Capital Stack Transactions, Information Management Network Western Distressed Commercial Real Estate Forum, 5/13/2010

Making The Best From Distressed Opportunities, Urban Land Institute Fall Conference, 11/15/2009

Helping Sellers & Buyers 'Get Real' Estate Loan Sales Closed, Cox, Castle & Nicholson Informational Teleconference, October 2009

Which Way Real Estate?, Asian Business League Annual Real Estate Conference, 7/14/2009

The Real Estate Mezzanine Loan Secondary Market: A Guide To Opportunities, Information Management Network's 6th Annual Western Borrowers' And Investors' Forum On Real Estate Mezzanine Loans, 4/27/2009

The 700 Billion Treasury Bailout And Its Effect On The Real Estate Market, Information Forecast, Inc., 12/10/2008

Raising Capital For Thrifts And Banks, United States Office Of Thrift Supervision Regional Conference, September 2008

Buying Distressed & Non-Performing Commercial Residential & Subprime Paper, Information Management Network's 2nd Symposium On Distressed Real Estate, June 2008

B-Note, Mezzanine And Preferred Equity: Is There A Difference?, Information Management Network's 5th Annual Western Borrowers' And Investor's Forum On Real Estate Mezzanine Loans, 4/14/2008

The Credit Crunch: A Lender's (Borrower's) Counsel's Current Take On The Mayhem, State Bar Of California Real Property Section, February 2008

Awards &

Awards & Recognition

  • 2015 Corporate Intl Legal Awards, Distressed Loan Acquisitions Attorney of the Year in California
  • "California's Best Real Estate Attorneys," California Law Business, December 17, 2001
  • Northern California Super Lawyers, 2004-2007


Bar and Court Admissions

  • State Bar of California
  • State Bar of New York
  • State Bar of Pennsylvania (inactive)


  • J.D., Temple University, Beasley School of Law, 1978, cum laude, Dean's List
  • B.A., Beloit College, 1974