Cases
Experience: Real Estate Fund Formation
Finance: Acted as lead counsel to a Canadian real estate investment fund sponsor in connection with structuring
negotiation of a $200 million cross-border real estate fund specializing in multi-family assets
the fund structure involved multiple real estate investment trusts (REITs)
blocker corporations/partial debt funding to enable non-US investors to obtain a portfolio interest exemption
otherwise maximize tax benefits under the U.S. tax law
international tax treaties.
Represented a Canadian real estate fund sponsor in connection with structuring
closing of a $350 million discretionary fund focused on the acquisition of value-add industrial assets across the United States, including several parallel vehicles
multiple REITs
blocker C-corporations.
Represented a Mexican real estate fund sponsor in connection with a $100 million real estate fund with two feeder fund vehicles designed of U.S.
non-U.S. investors,
several related joint ventures with major U.S. operators.
Represented a leading California-based bank in connection with structuring, negotiation,
documentation of a $100 million capital call credit facility to a Florida-based real estate fund,
subsequent modifications to increase availability through provision of personal guaranties by real estate fund principals.
Represented multiple real estate funds in connection with secured credit facilities
subscription lines of credit.
Debt Financing
Credit Facilities: Represented a leading California-based bank in connection with structuring, negotiation
documentation of a $100 million capital call credit facility to a Florida-based real estate fund,
subsequent modifications to increase availability through provision of personal guaranties by real estate fund principals.
Represented a real estate fund in connection with obtaining
negotiating a credit facility to finance acquisitions of multi-family real estate assets.
Represented a major financial institution in connection with renewing a master warehouse facility in the aggregate amount of over $2.5 billion consisting of several sub-facilities secured by prime
subprime auto loans
auto leases.
Represented a syndicate of financial institutions in connection with renewing a $3.0 billion warehouse credit facility to finance unsecured private student loans held by a special purpose entity.
Represented a major U.S. bank as lender in connection with a $60 million revolving credit facility
term loan secured by borrower's security alarm customer contracts
related recurring monthly revenue. Worked to prepare
negotiate the credit agreement
performed due diligence review
legal analysis of customer contracts pledged as collateral
prepared borrowing base certificate
other ancillary closing documents.
Served as co-counsel to a major U.S. bank as lender in connection with a $100 million revolving credit facility
term loan secured by borrower's security alarm customer contracts
related recurring monthly revenue.
Prepared loan documents
participated in the closing of a $15 million revolving credit facility with a leading restaurant surveillance services provider. Assisted with post-closing issues, including revision of customer agreement forms
compliance with post-closing financial reporting obligations.
Served as co-counsel to a major American bank with an $18 million secured credit facility with a conglomerate of security alarm companies.
Securitization
Structured Finance: Represented a leading German car manufacturer in a series of public offerings of asset-backed securities totaling in the aggregate over $5 billion of ABS notes backed by auto leases
over $4 billion of ABS notes backed by auto loans.
Represented a marketplace online lender in establishing
implementing a marketplace loan securitization platform
executing a series of Rule 144A offerings of ABS notes in the aggregate amount of over $1.6 billion
advised the client with respect to compliance with the Risk Retention Rule
assisted with structuring of the financing of the acquisition of required risk retention interests.
Represented a specialty retailer of consumer electronics
home appliances in a series of redemptions of outst
ing ABS notes using the proceeds of a related warehouse facility, including preparation of related loan sale
transfer documents.
Represented a major marketplace loan originator
securitizer in connection with transition of servicing functions in-house from a third-party servicer. The transaction involved structuring
negotiation of modifications to approximately twenty (20) term securitizations, warehouse agreements
whole-loan sale facilities with a number of institutional investors, as well as preparation of related amendments
coordination with the existing servicer, indenture
owner trustees
other finance counter-parties.
Represented a major U.S. bank in connection with renewal
restatement of a $3 billion a year auto finance program.
Represented underwriter syndicates in connection with public
private placements of asset-backed securities totaling over $10 billion in the aggregate
prepared
negotiated underwriting agreements, reviewed
commented on offering materials
transaction documents
coordinated due diligence efforts
prepared negative assurance letters.
Represented a California-based bank, as sponsor, servicer, originator,
administrator in connection with a public offering of $390.0 million asset-backed notes,
a Rule 144A offering of $17.4 million certificates representing residual equity interests in the issuing trust. The notes
the certificates were backed by auto loans originated by the bank. Prepared related prospectus supplement
base for the offering of the notes,
private placement memor
um for the offering of the certificates
worked on transaction documents
closing opinion letters regarding true sale, non-consolidation/FDIC safe harbor rule, UCC Article 9
Volcker Rule issues
prepared
effectuated filings of the preliminary
final Rule 424 prospectus, Form 8-Ks with pre-closing opinion letters
transaction documents, Form T-1 qualifying the indenture,
free writing prospectuses regarding ratings
pricing of the notes
worked with local counsel on concentration opinion letters
coordinated preparation of DTC letters of representations
other ancillary documents
managed all other aspects of the transaction.
Represented a California-based bank, as sponsor, originator, servicer,
administrator in a series of auto loan securitization transactions involving issuance of the following publicly offered asset-backed notes
privately placed residual certificates representing equity interest in the issuing trust: $350.0 million notes
$18.2 million certificates
$325.0 million notes
$16.5 million of certificates
$275.0 million notes
$14.7 million certificates
$225.0 million notes
$13.8 million certificates
$223.3 million notes
$13.3 million certificates
$247.1 million notes
$16.5 million certificates (2013-2015).
Worked with underwriter's counsel to prepare
have declared effective by the SEC a shelf registration statement on the Form S-3 with respect to issuance on a delayed basis of $2.0 billion of asset-backed securities (ABS)
drafted responses to the SEC's comments
communicated with the SEC staff regarding various registration statement issues.
Represented a consumer finance company
auto loan originator in a $30.0 million secured credit facility to the client's wholly-owned bankruptcy remote special purpose entity (SPE), including formation
structuring of the SPE, negotiation of the funding agreement
work on related legal opinions with respect to non-consolidation, true sale,
UCC perfection issues.
Assisted with representation of a California-based bank as the sponsor, originator, servicer,
administrator in a Rule 144A offering of the following ABS notes
certificates representing residual interest in the issuing trust: $238.0 million notes
$14.5 million certificates
$182.5 million notes
$13.5 million certificates.
Worked on the offering memor
um for the notes
the private placement memor
um for the certificates
assisted with related transaction documents, including the receivables purchase agreement, the sale
servicing agreement, the indenture, the trust agreement,
the administration agreement
prepared corporate resolutions, officers' certificates,
other ancillary documents.
Private Placements of Securities, EB-5 Financing Transactions
other Project Finance Transactions: Advised an oil
gas company in connection with a tranched EB-5 offering under Regulation S
Rule 506(b) of Regulation D in an aggregate amount of $200.0 million.
Advised a U.S. subsidiary of a China-based Fortune Global 500 company as borrower of proceeds of two EB-5 offerings of limited liability company interests under Regulation S
Regulation D, designed to provide loan financing for construction
development of the following projects located in Downtown Los Angeles: $110.0 million - a hotel,
$100.0 million - a residential condominium complex.
Advised a USCIS-designated regional center as sponsor of a $315.0 million offering of limited partnership interests with financing of a $1 billion mixed-use development located Downtown Los Angeles, including advice with respect to the Investment Company Act, Regulation S
Regulation S issues,
preparation of supplemental offering documents designed to reflect securities law
structural offering changes.
Represented a California-based winemaker
real estate developer in structuring
documenting a $44.0 million offering of limited partnership interests under Regulation S. The proceeds of the offering were used to acquire membership interest in a special purpose entity designed to finance the construction
development of a destination wine country resort that included four wineries, wine tasting rooms, retail
office space,
a 10-room boutique bed
breakfast.
Represented a regional center with a series of EB-5 private placements to provide operating capital to a renewable energy
solar systems integrator in the total amount of over $70.0 million.
Represented a real estate developer with an EB-5 offering of limited partnership interests to finance the construction
development of a memory care assisted living facility located in Northern California.
Represented a developer of affordable housing units
its affiliate with a $30.0 million EB-5 offering of limited partnership interests by the developer's affiliate under Regulation S
Rule 506(b) of Regulation D. The proceeds of the offering were used to provide loan financing for construction
development of a Senior & Intergenerational Low-Income Housing Tax Credit project. The project was also financed through low-income housing tax credit equity contribution by a tax credit syndicator, as well as a senior construction loan
affordable housing program (AHP) funds.
Represented a hotel owner with two EB-5 offerings designed to finance the remodeling of a hotel
an adjacent office building located Downtown Los Angeles.
Represented a sponsor of an EB-5 offering to finance the construction
development of a hotel
conference center Downtown San Diego
Represented a developer with an EB-5 offering to finance the construction
development of a hotel
beach club resort in Palm Springs, California.
Represented a software application developer in a $20.0 million offering of convertible promissory notes under Rule 506(c) of Regulation D promulgated under the Securities Act of 1933 (Regulation D), where half of the offering proceeds was applied to acquire life insurance settlement interests through a special purpose trust, for purposes of hedging
diversifying investors' risks. Prepared the private placement memor
um, the trust agreement, the operating agreement of the issuing entity, the forms of convertible notes, the subscription agreement,
related ancillary offering documents. Advised the client on compliance with Rule 506(c) investor verification requirements.
Represented a video game developer in a Series A financing transaction. Worked to negotiate
prepare the preferred stock purchase agreement, the right of first refusal
co-sale rights agreement, the investor's rights agreement, the voting agreement,
ancillary documents.
Represented an independent automobile finance company in a $10.0 million offering of subordinated notes under Regulation D. Worked on the private placement memor
um, form of notes,
subordination agreement
prepared subscription documents.
Represented a full-service Hollywood marketing agency in going public through a reverse merger with a public shell company. Drafted
negotiated related merger agreement
ancillary documents, including registration rights, shareholder, employment,
security agreements
assisted in the preparation
filing with the SEC of subsequent super 8-K
10-Q reports.
Asset/Stock Acquisitions
Other Transactions: Represented a 50 percent owner of two Los Angeles-based restaurants in a shareholder dispute
a series of related stock buy-out
asset purchase transactions. Worked with tax, real estate,
labor
employment counsel on structuring the acquisition transactions, negotiation of assignment of leases,
various due diligence issues. Assisted the client in subsequent restructuring, dissolution,
winding up of one of the restaurants
other post-closing legal issues. The remaining restaurant is now solely owned
operated by the client.
Represented an international br
leather garment designer
manufacturer in a sale of business to a U.S. subsidiary of a Hong Kong-based company
drafted the asset purchase agreement
related ancillary documents
coordinated with Hong Kong counsel the structuring
closing of a simultaneous acquisition of the purchaser's parent company by its Hong Kong affiliate.
Represented security alarm companies in structuring, negotiating,
documenting two stock purchase transactions. Worked on stock purchase agreements
other closing documents, coordinated due diligence efforts,
worked with tax counsel on structuring the transactions
advising clients on related tax consequences.
Represented major California-based blood bank in negotiating, documenting,
closing a strategic joint venture/affiliation agreement with an Arizona-based blood transfusion
testing organization.
Represented an American copyright holder in a copyright royalty dispute with a Russian publisher that resulted in a full payment under the licensing agreement. Provided continuous support with respect to royalty
republication issues.
Represented a local br
grocery store in negotiating
closing an asset purchase transaction. Worked on the asset purchase agreement
ancillary documents
coordinated due diligence efforts
post-closing issues.
Assisted copyright law counsel in representing a 6-year old TV celebrity to negotiate, document,
close publication agreements for two books using the celebrity's likeness. (2013).
Worked with a team of entertainment lawyers to represent an investor
minority owner of Lady Gaga's management company in a dispute with the majority owner
advised the team on various corporate governance issues
assisted with shaping legal argument for litigation purposes. The case ultimately settled. (2011-2012).
Assisted in-house counsel of the official sponsor of the PGA Tour Kapalua golf tournament in structuring
negotiating the assignment of sponsorship rights to Hyundai Motor America.
Represented a bidder for an LAX contract in successfully opposing a protest filed by a contesting bidder with the Los Angeles Board of Airport Commissioners.
The above representations were h
led by Ms. Boxer prior to her joining Greenberg Traurig, LLP.
Internships: Law Clerk, Santa Barbara District Attorney's Office, 2007-2008
Judicial Extern, Hon. Harry Pregerson, U.S. Court of Appeals for the Ninth Circuit, 2007
Judicial Extern, Hon. George P. Schiavelli, U.S. District Court for the Central District of California, 2006
