Ellen M. Goodwin

• Representation of an investment fund in the origination of an upper-tier equity loan in the amount of $35 million secured by an indirect pledge of 49 percent of the membership interests in the owner of a single-tenant office park located in Sunnyvale, California, encumbered by $183 million in outstanding mortgage debt.
• Representation of a national bank in connection with the origination of a portfolio mortgage loan secured by three commercial condominium units located in New York, a matter that included issues involving the financing of a minority condominium unit, as well as ZLDA and 421-a tax exemption issues.
• Represented the senior mezzanine tranche comprised of six investment funds in connection with the purchase of senior mezzanine notes in the aggregate amount of $350 million, 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.
• Representation of a national bank in the origination of a $82 million mortgage loan for CMBS execution secured by a leasehold interest in an entertainment and retail center located in Manhattan; representation included the drafting of provisions in the loan documentation to give the borrower the flexibility to subsequently enter into a sandwich lease and/or permit the purchase of the fee interest owned by the city of New York.
• Represented a national bank in connection with a securitized mortgage loan to a national hotel REIT in the amount of $210 million, secured by the Westin Copely hotel in Boston.
• Represented an investment bank in connection with a secured revolving line of credit in the amount of $105 million to a real estate investment fund for the purpose of acquiring self-storage facilities throughout the country.
• Represented a national bank in connection with a syndicated construction loan in the amount of $222 million relating to the development of a 220-residential-unit condominium building in New York City. The transaction involved significant air-rights issues, as well as an involved negotiation of a tri-party agreement with the take-out lender.
• Represented an investment bank in the purchase of a pari-passu portion of a subordinate mezzanine loan secured by an indirect interest in a midtown Manhattan office building. The transaction included involved negotiations of a co-lender agreement, a senior/mezzanine intercreditor agreement and an I/O participation agreement.
• Represented a national bank as agent for a syndicate of lenders, in connection with the work-out and restructuring of a pre-development loan in the amount of $69 million, secured by property in lower Manhattan, with special attention to various New York lien law issues.
• Represented an investment bank in connection with the work-out and restructuring of a $99 million mortgage loan secured by a partially-completed regional shopping center in Altoona, Pennsylvania. The representation included the simultaneous exercise of foreclosure proceedings and sale of the mortgage loan to a third-party investor. The resolution involved the sale of the center, a discounted pay-off, and a loan assumption/modification by the purchaser/new borrower.
• Currently representing a special servicer in connection with the workout (and now 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.

Ellen Goodwin is a partner in the firm’s 60-lawyer Real Estate Finance & Investment Group, the former co-chair of the Group and resident in the New York office. Ms. Goodwin 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 has been in the forefront of CMBS 2.0 and acts as form and program counsel for a number of active CMBS lenders. Ms. Goodwin’s expertise additionally extends to the work-out, 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 work-outs and restructurings of mortgage and mezzanine loans. She speaks regularly for the Practising Law Institute, the New York State Bar Association, the New York City Bar Association and the International Council of Shopping Centers.

Ellen is listed in The Best Lawyers in America^© in the Real Estate – New York category.

Bar Admissions

• New York

Education

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

Memberships