Real Estate Construction

MARK A. JEFFERIS

**** **** ********* ***** / *** Angeles, CA 90068

******@***.*** / 213-***-****

PROFESSIONAL EXPERIENCE

SIDLEY AUSTIN, LLP: Counsel, LOS ANGELES, CA 7/2010 Present

• Represent lenders, hedge funds, investment banks, insurance companies and other institutional clients in all aspects of real estate transactions, including the sale, acquisition, development, financing and leasing for multifamily, retail, hospitality, and industrial assets across the United States, with average transaction size ranging from $75,000,000 to

$100,000,000. Practice includes:

o The purchase and sale of real estate assets (both developed and undeveloped) and of equity interests in real estate ventures.

o Development, title, survey, environmental, construction, insurance, and other issues associated with owned or collateralized real estate assets.

o The negotiation of leases and ground leases.

o The origination of secured, preferred equity and construction financing (as either lenders or borrowers) together with the evaluation of pooling and servicing agreements, intercreditor agreements, and loan- servicing agreements.

o Loan workouts in both domestic and international jurisdictions for securitized, syndicated, and balance-sheet assets.

o The selection and supervision of local counsel on construction, loan origination, loan servicing, and litigation issues.

o The strategic purchase of interests in CMBS bonds. CADWALADER, WICKERSHAM & TAFT LLP: Real Estate Associate, NEW YORK, NY, and CHARLOTTE, NC 10/2005 7/2010

• Represented money-center banks regarding:

o Domestic and international workouts of balance sheet and securitized loans each with values significantly in excess of $100 million (including negotiating and implementing forbearance agreements and the foreclosure upon equity collateral and real property).

o Master servicer and special servicer matters (including the servicing of securitized multi-tranche loans). o Negotiating and implementing the real estate aspects of debtor-in-possession financing (including for one of the largest DIP financings in U.S. history) .

o Domestic and international debt originations, participations, and sales (including the origination of loans for two of the largest real estate transactions in U.S. history). UNIVERSITY OF NEVADA, LAS VEGAS: Adjunct Instructor, LAS VEGAS, NV 06/2005 10/2005

• Adjunct Instructor of courses in Law & Banking Principles and in Law & Banking Applications. SANTORO, DRIGGS, WALCH, KEARNEY, JOHNSON & THOMPSON: Tax Associate, LAS VEGAS, NV 08/2004 10/2005

• Represented financial, corporate and gaming entities in tax, corporate, and real estate matters. STATE OF MINNESOTA COURT OF APPEALS: Judicial Clerk, Saint Paul, MN 08/2002 08/2003

• Served as a judicial clerk to two members of the court; advised such judges on civil and criminal issues. EDUCATION

NEW YORK UNIVERSITY SCHOOL OF LAW, NEW YORK, NY

• Masters in Law (LL.M.) in Taxation, January 2005

• Honors: W.C. and W.H. Langley Scholarship Award

UNIVERSITY OF OREGON SCHOOL OF LAW, EUGENE, OR

• Juris Doctor, May 2002

• Honors: Editor, Oregon Review of International Law, Dean Hollis Scholarship Award, Top 15% of Class UNIVERSITY OF OREGON, EUGENE, OR

• Bachelor of Arts, cum laude, English & Philosophy with minor in Physics, August 1997

• Honors: Phi Beta Kappa, Golden Key Honor Society, Philosophy Department Honors PUBLICATIONS

DENVER UNIVERSITY LAW REVIEW: “Regulation A: Direct Public Offerings and the Internet”

• 79 DENV. U. L. REV. 229 (2001)

BAR ADMISSIONS

• States of California, New York, Nevada, and North Carolina. REPRESENTATIVE MATTERS

REAL ESTATE FINANCE TRANSACTIONS:

• Part of a team representing a syndicate of banks in the origination of $8,000,000,000 in secured financing (mortgage and multiple levels of mezzanine debt) secured by 684 hotel properties in the United States and Canada.

• Part of a team representing a syndicate of lenders in the real estate aspects of $8,000,000,000 in debtor-in-possession financing to Lyondell Chemical Company (one of the largest debtor-in-possession transactions in U.S. history).

• Part of a team representing a syndicate of banks in the origination of $4,400,000,000 in secured financing (mortgage and multiple levels of mezzanine debt) secured by the Stuyvesant Town housing development in New York City (one of the largest prices paid for a single real-estate asset in U.S. history).

• Represented closely held corporation in the refinance of a $350,000,000 commercial loan, with the associated negotiation with rating agencies and originating lender regarding ground lease and deal structure issues.

• Represented Deutsche Bank in the origination of a $260,000,000 mortgage loan secured by a marquee office/retail property in Los Angeles, California.

• Represented Colony Capital in the origination of a $240,000,000 mortgage loan secured by multiple parcels of commercial property in Cincinnati, Ohio.

• Represented Bank of America, N.A., Wells Fargo, N.A., and Oaktree Capital in the origination multiple commercial mortgage loans across the United States, with the amounts of such loans ranging from $20,000,000 to $150,000,000. PREFERRED EQUITY TRANSACTIONS:

• Represented Canyon Capital on the origination of preferred-equity transactions across the United States. Such projects include (a) negotiating senior secured acquisition/construction financing on behalf of the joint venture; (b) negotiating construction management agreements, development agreements, property management agreements, and other construction/operations agreements; and (c) supervising local counsel on development/zoning/local-law issues.

• Represented investment firm in the origination of a preferred-equity investment in a commercial/retail/residential/hospitality property in Cleveland, Ohio, with associated representation for (a) approval of the investment by the CMBS servicer and rating agencies, (b) approval by local bond issuing entities (and associated purchase of $20,000,000 of such bonds), and (c) the formation of entities to implement the transaction. DEBT MARKET INVESTMENTS:

• Represent investment firm in the purchase of more than $500,000,000 in commercial mortgage backed securities, with the associated review of loan/asset purchase opportunities for the controlling holder of such securities.

• Represent hedge fund with respect to the assertion of controlling-holder rights for multiple CMBS interests.

• Represented Société Générale in the origination of credit facilities secured by securities accounts in the U.S., Luxembourg, Cayman Islands, and other tax havens.

ASSET MANAGEMENT MATTERS:

• Represent lenders and investors in the management of owned or collateral properties across the United States, with the associated review of leases, property management agreements, sales, causality events, and other matters.

• Represented Credit Suisse in the sale of commercial and residential properties across the United States. REMEDIES MATTERS:

• Represented a mortgage-loan servicer on the foreclosure of the Westin Aruba Resort and Casino in Aruba, together with the restructuring and management of such property’s operations.

• Represented investment funds and banks in the workout of several commercial mortgage loans across the United States, including negotiating deed-in-lieu agreements, forbearance agreements, and significant loan-modification transactions.

PURCHASE AND SALE TRANSACTIONS:

• Represent Credit Suisse in the sale of developed and undeveloped real estate assets across the U.S.

• Represent lenders for the review and revision of scores of purchase-and-sale agreements and option agreements associated with acquisition financing transactions.

• Represented investors in the negotiation of joint venture agreements and the associated purchase-and-sale agreements for real estate assets and the development thereof.

• Represented lenders or owners in the closing of more than 200 real estate acquisition/disposition/refinance transactions.

• Represented developers in Las Vegas, Nevada, for the purchase of raw land for residential and/or commercial development. TITLE, SURVEY, AND ZONING MATTERS:

• Reviewed hundreds of surveys and title reports for retail/commercial/hospitality/residential assets across the United States, with the associated negotiation of owner’s and lender’s title policies.

• Represented lenders and owners with respect to the review and analysis of zoning issues associated with retail/commercial/hospitality/residential assets across the United States.

• Represented policy holders with respect to the making of claims against title-insurance companies. DEVELOPMENT, CONSTRUCTION, AND ENVIRONMENTAL MATTERS:

• Represent owners in the negotiation of development agreements, construction management agreements, construction/design agreements, and associated matters.

• Represent lenders in the origination of construction loans, which representation includes working with the borrowers and developers (and, if applicable, local counsel) to review entitlement, zoning, permitting, and associated matters.

• Represented lenders and owners with respect to the review and/or drafting of easement agreements, covenants conditions & restrictions agreements, and associated modifications and estoppels regarding such agreements.

• Represent lenders and owners in the review and analysis of environmental issues associated with real property and the associated negotiations with local/state/federal regulators regarding the resolution of such issues.

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