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Real Estate Finance - Lenders

ArentFox Schiff offers a range of services to our lender clients who are regularly involved in large, complex financial transactions.

Our Focus

We represent banks, insurance companies, savings and loan institutions, private debt funds, REITs, public pension funds and other financial institutions on a variety of single asset transactions and large, multijurisdictional portfolio financings. We provide counsel to a wide array of lenders in the making of numerous and varied senior and mezzanine loans, construction financings, preferred equity investments and B-Note purchases covering a wide range of projects, including multifamily projects, retail, condominiums, hotels, industrial, healthcare and other commercial properties.

Services include:

  • Structuring of project transactions.
  • Preparing loan and investment documents.
  • Reviewing and analyzing due diligence.
  • Negotiating transaction documents and related matters.
  • Advising on collateral and credit enhancement, letters of credit, guarantees, swap agreements, rate caps, debentures, warrants, participating interests, inter-creditor, co-lender, and subordination agreements.

Senior Debt

With strength in representing financial institutions, debt-side funds and other investors making loans to finance real estate projects, our attorneys have significant lender-side experience in the origination, purchase, disposition and restructuring of complex senior and subordinate financing.

Mezzanine Financing and Preferred Equity

We have created mezzanine loan and preferred equity programs and transaction documents for numerous mezzanine lending clients and preferred equity investors. Our documents were developed with specific attention to the proper structuring of the client’s interest in the project as well as the relationship of the mezzanine lender’s or preferred investor’s interests to the rights and remedies of the senior lender(s) and other investors in the capital stack.

In negotiating the intercreditor and recognition agreements between senior lenders and subordinate lenders, our lawyers are trained to address a wide array of intercreditor issues, the scope of different lenders' collateral packages, a diverse array of creative mezzanine and preferred structures, the tax implications of preferred equity structures, and the underlying mezzanine and preferred investment documents.

Tax-Exempt Bond Financing

We represent banks on a variety of nonprofit municipal financings and commercial lending matters ranging from financing the improvements at private schools to providing non-profits with funding to execute on their missions.

Our Work

Representative matters include:

  • Represented Goldman Sachs on a range of construction, acquisition, and mortgage loans, including the sale of a retail center in California, a $106 million construction mortgage loan in Tennessee, and a $63 million loan for a Class-A office park in Arizona.
  • Represented Kennedy Wilson in connection with:
    • A senior construction loan for the construction and development of a multifamily apartment building, condominium building, and arts/retail commercial building in Alexandria, Virginia. 
    • A senior construction loan for the construction and development of a 195-unit build-for-rent residential project in Lathrop, California.
    • A senior construction facility for the construction and development of a single-family rental neighborhood project in Melissa, Texas.
  • Represented one of the largest banks in the U.S. in connection with:
    • A $198 million syndicated mortgage loan secured by commercial condominium units in a mixed-use project in Brooklyn constituting a 430,000 rentable sq. ft. retail center (with 3 luxury high-rise apartment buildings built atop the retail center)
    • A $108 million mortgage loan secured by a multi-use property located in the Pelham Bay section of the Bronx, New York that includes approximately 220,000 sq. ft. of medical office, a 43,000 sq. ft. health club, and a 125-key Marriott Residence Inn hotel.
    • A tax-exempt bond credit facility to fund construction of a rental apartment building to include 299 apartments in San Francisco, California.
  • Represented an investment bank in the largest pooled bond mortgage program in the nation (approximately $1.8 billion) related to multifamily housing projects financed on behalf of real estate developers and secured by various security and subsidy programs (including FHA, REMIC, and SONYMA mortgage insurance; GNMA securities; and payments through Section 8 and Section 236 programs) and a pledge of New York City’s interests in a pool of mortgages as well as various interests under REMIC trusts.
  • Represented the U.S. subsidiary of one of the largest Canadian bank holding companies in connection with:
    • The refinance, via a conventional mortgage loan, of an existing tax-exempt bond financing secured by a mortgage on the retail component of a mixed-use project in Brooklyn, New York. We had previously represented the bank in connection with the bond financing as a direct bond purchase by the bank and took the lead in structuring the transaction as an assignment of mortgage with the bond facility being retired in a manner that minimized mortgage recording taxes.
    • The direct purchase of $75 million bonds issued by a government housing agency (both tax-exempt “80/20” bonds and taxable bonds), the proceeds of which were used to refinance the construction loan for a 30-story residential rental building in New York City containing 168 rental apartment units, as well as office and retail space. The bonds are secured by a pledge of the note from the developer and the mortgage encumbering the property.
  • Represented Popular Bank in connection with multiple loans to finance the acquisition of a wide array of senior living and healthcare assets, including the acquisition of skilled nursing facilities, assisted living and ambulatory surgery centers throughout the United States.
  • Represented one of the largest U.S. life insurance companies in connection with:
    • The discounted purchase of a $150 million co-lender position in an existing $750 million portfolio mortgage loan secured by 41 industrial properties in California and Florida.
    • A $101 million mortgage loan to finance the acquisition, through a reverse 1031 exchange, of a multifamily complex comprised of 12 residential buildings with 352 apartments in Jupiter, Florida.
    • A $45 million mortgage loan structured as five tenants in common controlled by one sponsor to finance the acquisition of an apartment complex in Buda, Texas with 300 apartment units in 14 buildings.
  • Represented Pacific Western Bank (now Banc of California) on over $3 billion in real estate finance transactions covering a broad range of asset classes, including:
    • Approximately $180 million in senior and leverage financing for a DC hotel and multifamily mixed-use development project.
    • $130 million senior loan to a joint venture for the redevelopment of a former pharmaceutical campus in New Jersey.
    • $180 million luxury condo construction loan in New York, New York.
    • $121 million mall construction and redevelopment in Florida.
    • The sale of more than $2 billion of its real estate loan portfolio to Kennedy Wilson.
  • Represented New York Life Insurance Company on a $125 million mortgage secured by a Washington, DC, Class-A office building, and a $48 million mortgage secured by multiple industrial offices and flex-warehouse buildings in Virginia.
  • Represented Forbright Bank on a broad range of middle-market construction and bridge loans, including a refinancing of a grocery-anchored retail center in the Mount Clare area of Baltimore, Maryland, a $42 million luxury hotel construction loan for a property to be developed in Florida, the acquisition of a multifamily property in Southfield, Michigan and a senior construction loan for the construction and development of a multifamily apartment complex in Seattle, Washington.
  • Represented Metropolitan Commercial Bank in connection with multiple senior mortgage and bridge to HUD loans for the acquisition and refinancing of various senior living portfolios and healthcare assets across the United States, including portfolios of assisted living and skilled nursing facilities.
  • Represented Truist Bank in connection with:
    • Permanent mortgage financing of a major telecommunications company’s office building in Colorado.
    • Permanent mortgage financing to a REIT for an insurance call center in Texas.
    • Acquisition and construction loan for a medical lab facility in Maryland.
    • Senior construction loan for a boutique hotel in Charlottesville, Virginia.
  • Represented Federal Capital Partners in connection with a broad range of preferred equity, preferred debt, and mezzanine loan facilities relating to multifamily acquisition and development projects, including a $90 million preferred debt investment in a portfolio of multifamily properties on Long Island, New York, a mezzanine loan secured by all of the ownership interests in a large multifamily property located in North Carolina, a preferred investment in a multifamily development project in Destin, Florida, and a preferred equity investment in an apartment development in Venice, Florida.

Key Contacts