Stephen M. Lyons, III

Representation of an institutional lender in connection with a $1.13 billion loan facility secured by mortgages/deeds of trust on approximately 75 industrial/warehouse properties located throughout the U.S. Subsequently represented that lender when it sold loan participations to various lenders in the aggregate amount of approximately $700 million.

Representation of a private equity fund in connection with its capital raise from an institutional investor and the negotiation of all documents in connection therewith; and the representation of the fund with its subsequent preferred equity investment in real estate projects throughout the U.S. and Canada. Assisted the fund in developing standard documentation for its basic investment transactions.

In the last 10 years, Steve has represented public REITs, in their capacities as landlords, in over 400 sale//leaseback transactions throughout the United States. These include master lease and single property transactions; build to suit transactions; sale/leasebacks involving franchise arrangements; and sale/leasebacks requiring negotiation of intercreditor agreements.

Steve has worked on over 80 preferred equity and mezzanine loan transactions in recent years. Many of the transactions have involved investments or loans in “ground-up” construction projects. Steve has extensive experience negotiating intercreditor and recognition agreements with a variety of on-book mortgage lenders, CMBS mortgage lenders and government-agency mortgage lenders. A number of investments have involved REIT-sensitive structuring for investments in hotel, self-storage projects and senior living projects.

Representation of an institutional lender in connection with its sale of mortgage loans (having an unpaid principal balance of more than $10 billion) to unrelated third parties.

Representation of an institutional lender in its foreclosure against a hotel in New Jersey and the subsequent sale of that hotel, including handling all franchise agreement and liquor license issues.

Representation of a public REIT in connection with its acquisition and leaseback of a grocery store chain located in Ohio.

Representation of a public REIT in connection with its acquisition and leaseback of approximately 75 restaurant facilities located throughout the United States.

Representation of a public REIT in connection with its acquisition and leasing of various “dollar” type stores in build-to-suit leasing transactions.

Representation of a public REIT in helping it develop form documents and closing procedures for its sale/leaseback business, including but not limited to form purchase agreements, leases, guaranty agreements, title review guidelines and survey review guidelines.

Representation of an institutional investor in connection with its preferred equity investment in a joint venture which acquired self storage facilities located throughout the United States, including the representation of that venture in negotiating revolving credit acquisition facilities with a third-party bank.

Representation of an institutional investor in connection with the negotiation of a $200 million commercial paper-backed revolving credit facility secured by the investor’s interests in net-leased properties located throughout the United States.

Representation of a public REIT in connection with the formation of a joint venture with a pension fund, which joint venture acquired a shopping center portfolio for an aggregate purchase price of $920 million.

Representation of an institutional lender in connection with its $111 million preferred equity investment in a joint venture formed to acquire a portfolio of office buildings

Representation of a public REIT in connection with the formation of joint ventures with three pension funds and the acquisition by these joint ventures of a public REIT for a purchase price of $4 billion. The transaction involved $1.5 billion of equity capital; the structuring and negotiation of a $1 billion term loan facility; and the structuring and assumption of mortgage debt.

Representation of purchaser of 12 specialized industrial properties located throughout the United States in a $280 million sale/leaseback transaction involving five separate mortgage lenders and the “flip” of three of those properties at closing to a third-party purchaser

Representation of purchaser of 29 restaurant facilities located in 11 states in a sale/leaseback transaction

Representation of a lender in connection with a $980 million loan secured my first mortgages encumbering 36 properties throughout the United States. Each property was, in general, an office or distribution facility net-leased to a single tenant and was owned by a separate bankruptcy-remote entity. Certain properties were ground leased.

Representation of the first mortgage lender in foreclosure of its mortgage encumbering a multi-family, age-restricted apartment project. We represented the lender in a federal court foreclosure and when the borrower filed for bankruptcy, represented the lender in getting relief from the automatic stay. We had a federal receiver appointed and represented the lender in the receivership proceedings and the sale of the property pursuant to the receivership proceedings. The property was subject to a PILOT agreement and was owned by an urban renewal entity and we provided advice on all aspects thereof.

Representation of a lender in connection with a $24,630,000.00 loan to the owner of 9 self storage facilities located in PA and NJ (one of which was ground leased to the borrower). The loan was highly structured with a pledge of an interest rate cap, future advances for capital improvements, loan extension options and cash flow sweeps upon the happening of certain specified events.

Representation of a lender in connection with a $45,500,000 loan secured by mortgages on two hotels located in RI and MD. Negotiated detailed cash management provisions (with bank account control agreements), a pledge of an interest rate cap agreement, comfort letters with the franchisor, and a subordination agreement with the hotel manager.

Representation of a REIT which made a $36 million construction loan to a developer in order to provide funds to the developer to construct a shopping center; wherein the lender also acquired an equity interest in the owner of the shopping center. Subsequently represented the REIT in a transaction where it acquired the interest of the developer in the owner of the shopping center.

Representation of a public REIT in connection with its negotiation of a joint venture agreement with a real estate developer to acquire and redevelop a mall in Maryland.