Ellen M. Goodwin

• Represented a national bank in the origination of a mortgage loan and a first and second mezzanine loan in the aggregate principal amount of $1.116 billion secured by the direct and indirect interests in the ground lease estate at 5 Times Square, New York City, headquarters of Ernst & Young. This was one of New York City’s largest financings in 2017. Simultaneously with the origination of the mortgage and first and second mezzanine loans, a third mezzanine loan of $100 million and a fourth mezzanine loan of $100 million were also originated by a real estate investment trust. Our representation included the review of a complex ground lease with the City of New York and the negotiation of the ground lessor estoppel as well as the coordination and negotiation of the mezzanine loan documents relating to the four mezzanine loans.
• Represented a national bank on the $785 million aggregate mortgage and mezzanine debt stack secured by the direct and indirect interests in the State Street Financial Center in Boston. Our representation included sales of portions of the mortgage loan to certain co-lenders and the sale of a first and second mezzanine loan, including the negotiation of co-lender and intercreditor agreements, as well as the restructure of preferred equity held by a third-party investor and the ultimate refinancing of the preferred equity (post-closing) by a third mezzanine loan held by a foreign investment trust.
• Represented a national bank in the origination of a $525 million first mortgage loan and a $175 million first mezzanine loan secured directly and indirectly by a leasehold and sub-subleasehold interest in The Mobil Building in New York City. The representation included the review and negotiation of a financeable ground lease and sub-sub-ground lease, structuring the transaction to create a subleasehold condominium for the sale of certain condominium units (for a specified term of years) to a not-for-profit health organization for real estate tax exemption purposes, sale of the mezzanine loan to a national insurance company and negotiation of an intercreditor agreement regarding the same, and collateralization of equity interest in the condominium declarant and negotiation of a joint venture agreement between the fee owner and borrower as owners of the declarant. We also represented the bank client in connection with disclosure documents relating to the single-asset securitization of the first mortgage loan.
• Represented a national bank in the origination of a $176 million leased fee loan transaction. The loan is secured by a fee and leasehold mortgage encumbering the land under a 36-story office building in New York City. The representation included negotiating a ground lease encumbering the fee interest of the two tenant-in-common borrowers in the land, negotiating an estoppel with the ground tenant under the ground lease, structuring the transaction to accommodate a forward 1031 structure and a reverse 1031 exchange structure involving one of the borrowers, creating and negotiating a financeable master lease structure to accommodate the reverse exchange, and negotiating confidentiality issues relating to the purchase and sale agreements of the land and the ground lease. We also represented the bank client on the disclosure documents relating to securitization of the loan.

Ellen Goodwin is a partner in the New York office of Alston & Bird’s Real Estate Group and the former co-chair of the group. Ellen concentrates her practice on commercial real estate finance and has represented investment banks, commercial banks, funds, and insurance companies on a variety of loan transactions for both securitizations and portfolios, including construction loan financings, loan syndications and participations, co-lending and senior/subordinate arrangements, and mezzanine finance. She acts as form and program counsel for a number of active CMBS, balance sheet, and bridge lenders. Ellen’s experience extends to the workout, restructuring, and foreclosure of both securitized and portfolio mortgage loans, and she has extensive experience working with special servicers. She represents both sellers and purchasers of whole loans, subordinate debt, and mezzanine loans.

Ellen is a frequent lecturer on topics concerning real estate finance and workouts and restructurings of mortgage and mezzanine loans. She speaks regularly for the Practising Law Institute, New York State Bar Association, New York City Bar Association, ACREL, and International Council of Shopping Centers.

Ellen is recognized as a leading attorney for Real Estate Finance by Chambers USA and is listed in The Best Lawyers in America^© in the Real Estate New York category. In 2020, she was recognized as a “Woman of Influence” in commercial real estate by GlobeSt. Real Estate Forum.

Bar Admissions

• New York
• New Jersey

Education

• Hofstra University (J.D., 1989)
• Boston College (B.A., 1985)

Memberships