- 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.
- In connection with one of the largest real estate acquisitions made in New York City in 2016, the $1.7 billion acquisition of 1285 Avenue of the Americas, we represented a national bank in the co-origination with a national insurance company of $1.025 billion of senior mortgage debt. To accommodate future advances for certain tenant improvements and capital expenditures, and to comply with New York’s Lien Law, the debt was structured as acquisition, building, and project loan tranches. We also represented the bank in the syndication and sale of various pieces of the mortgage debt and the simultaneous origination and sale of $175 million of senior and junior mezzanine debt.
- Represented the senior mezzanine tranche comprised of six investment funds in connection with the $350 million purchase of senior mezzanine notes secured indirectly by an interest in 335 extended-stay hotels in various states. Representation included preparation and negotiation of the senior mezzanine co-lender agreement and custodial agreement and negotiation of the mortgage lender/senior mezzanine lender/junior mezzanine lender intercreditor agreement on behalf of all the senior mezzanine lenders.
- Represented a national bank in connection with a $222 million syndicated construction loan relating to the development of a 220-unit condominium building in New York City. The transaction involved significant air-rights issues, as well as an involved negotiation of a triparty agreement with the take-out lender.
- Represented a special servicer in connection with the foreclosure of a whole loan in a CDO securitization vehicle secured by vacant land in Kiahuna, Hawaii; additional representation of the issuer in a CDO in a suit by an adjacent landowner involving a dispute concerning a roadway agreement and the related priority of roadway lien and mortgage lien and the associated filing of a claim with a national title insurance company.
- Represented a national bank in connection with the origination of a $55 million fee loan, a $210 million leasehold loan, and a $40 million mezzanine loan secured directly and indirectly by the Westin Times Square Hotel in New York City. The transaction involved issues surrounding the temporary certificate of occupancy and extensive negotiation with a national hotel operator on the subordination and nondisturbance agreement regarding the hotel management agreement and with the purchaser of the mezzanine loan on the mortgage/mezzanine intercreditor agreement. The loan was included in a large loan securitization, and our representation included preparing portions of and commenting on the offering memorandum, issuing a 10(b)-5 letter, and interfacing with the rating agencies concerning the structuring of the hotel assets and origination of the loan.
Ellen Goodwin is a partner in the New York office of Alston & Bird’s Real Estate Finance & Investment 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 various 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 has been listed in The Best Lawyers in America© in the Real Estate New York category since 2012 and in The Best Lawyers® Business Edition 2017 – Women in the Law.
- New York
- New Jersey
- Hofstra University (J.D., 1989)
- Boston College (B.A., 1985)
- International Council of Shopping Centers (ICSC)
- American Bar Association
- New York City Bar Association
- American College of Real Estate Lawyers, Fellow
- New York State Bar Association