Steve has extensive experience in all aspects of commercial real estate. He has counseled a variety of clients in the purchase and sale, leasing, subleasing, and financing of industrial, hotel, self-storage, office, warehouse and retail properties. Steve has also represented lenders in loan sales, loan workouts and forbearances, as well as in multi-state, multi-property credit facilities. Steve's experience includes, but is not limited to:
Real Estate Finance; Acquisitions, Dispositions and Leasing
Much of Steve's practice has focused on real estate finance. He is real estate counsel to a lender in a $130 million secured credit facility, in part, by more than 240 cemeteries and funeral homes in 27 states and Puerto Rico. Steve represented a self-storage client with the purchase and subsequent sale of 22 self-storage facilities, and represented another self-storage client in connection with a $105 million acquisition line of credit, purchase of 13 self-storage facilities, entity formation, and negotiating a management agreement with client's property manager.
Steve’s acquisition, disposition and leasing experience includes the purchase and sale of real estate and businesses in all asset classes and in many jurisdictions. Steve has worked closely with Reed Smith’s corporate and securities group to successfully negotiate and close stock purchase agreements and other M&A transactions.
Corporate Real Estate
Steve has extensive experience advising corporate clients with their real estate assets and needs.
He currently represents an auto dealership in all aspects of its business. As counsel to the auto dealer, Steve negotiated the ground lease for its new location, negotiated and closed a $4,904,000 construction loan for the new dealership, negotiated and closed a refinance of a $1,500,000 credit facility secured, in part by its former dealer location, negotiated the acquisition of a car wash and oil change business, and reviewed and negotiated a car rental franchise agreement on behalf of the client. Steve advised the client as to its business structure and implemented the client’s new business structure by forming new limited partnerships and limited liability companies.
Steve represented a multi-national manufacturer of packaging materials and tissue products in the acquisition and disposition of its owned and leased real property throughout the United States, including the purchase, sale, lease and sublease of the company's office, manufacturing and warehouse space throughout the United States.
Loan Workouts, Restructures and Forbearances
Steve has extensive experience representing lenders in connection with loan workouts, restructures and workouts.
Steve represents the servicer of a $49.6 million mortgage secured by Pittsburgh’s largest hotel. He negotiated and two loan modifications, the second of which was negotiated and closed in the context of the Borrower’s Chapter 11 bankruptcy, conducted extensive default due diligence, drafted reservations of rights and default notices, assisted in drafting a complaint in mortgage foreclosure and motion to appoint a receiver. While in bankruptcy, Steve assisted the client with the review and approval of the borrower’s debtor-in-possession budget and DIP finance draw requests.
He represented a national banking association in connection with a forbearance agreement for a borrower’s $3,000,000 line of credit which was cross-collateralized and cross-defaulted with construction loans made to affiliates of the borrower. Steve negotiated intercreditor provisions with another lender that also called defaults and began exercising remedies.
Steve represented a federal savings bank in respect of a forbearance and completion loan for a borrower that defaulted under an $8,000,000 development loan when its home builder terminated its lot purchase agreement. Steve negotiated and closed the forbearance agreement, super-priority completion loan documents and new lot purchase documents, successfully resolving intercreditor, environmental and lot purchase issues.
Oil, Gas and Mineral Rights
Steve has advised clients with respect to oil, gas and mineral title due diligence; the conveyance of oil and gas rights and interests including, but not limited to, oil and gas leases and addenda, mineral deeds, assignments of oil and gas leases, conveyances of nonparticipating royalty interests, pipeline easements and rights of way and mortgages. On behalf of a mortgage lender, Steve revised the lender’s form mortgage and assignment of leases and rents to incorporate and account for oil and gas leasing and production issues affecting the lender’s collateral. Steve has prepared and presented a seminar for the firm’s lender clients advising as to underwriting, due diligence and loan documentation issues mortgage lenders may encounter when the lender’s real estate collateral is encumbered by an oil and gas lease.
Real Estate Investments
Steve has represented real estate investors in a number of transactions, including joint ventures, equity investments, and sale and leaseback transactions. Steve represented a client in its purchase and leaseback of 11 Arby's restaurants, and another client in its purchase and leaseback of three retail clothing stores. He represented equity investors in joint venture transactions involving the formation of single-purpose entities and the purchase of self-storage facilities and shopping centers. Steve has drafted and negotiated joint venture partnership and limited liability company agreements, purchase and sale and lease agreements in sale and leaseback transactions, and has handled all aspects of due diligence and closing real estate investment transactions.
Hotel and Leisure
Steve represented a client with its $12.5 million refinancing and subsequent sale of a portfolio of U.S.-based hotels. Steve negotiated the loan documents and comfort letters with the hotel franchisors and, in connection with the sales, drafted and negotiated the purchase and sale and conveyance documents; negotiated the assignment and assumption and termination of franchise agreements; advised on WARN Act notices; and negotiated and documented the assignment of hotel liquor licenses.
In addition, Steve has lectured frequently on various real estate matters including commercial leasing, title insurance and mortgage lending underwriting, due diligence and loan documentation issues and recommendations arising out of oil and gas leasing. Steve also presents in-house programs to clients. Most recently, Steve has given presentations on lender risk from shale gas and on oil and gas leasing and development from a real estate lending perspective.