Dominic J. De Simone

Dominic J. De Simone is the Co-Chair of Ballard Spahr's national Finance Department, and Team Leader of the firm's Private Equity Real Estate, Commercial Loan Servicing, and Distressed Real Estate teams. He practices general real estate law, with a focus on real estate finance, transaction structuring and restructuring, and distressed real estate matters on behalf of lenders, special servicers, investors, and borrowers. Dom also has extensive experience representing real estate purchasers and sellers, developers, landlords and tenants, and court-appointed receivers.

Dom is particularly known for his work with balance-sheet and CMBS loan originations, construction loan transactions, intercreditor matters, loan and investment structuring and restructurings, and workout and enforcement matters, all involving such varied project types as retail, office, industrial, multifamily, student housing, hotel, residential and commercial condominiums including broken condominiums, single-family tract development, assisted-living facilities, gaming, and mixed-use developments. He has advised on a wide variety of single- and multi-lender financing structures, including acquisition, construction, revolving, leasehold mortgage, CMBS, and mezzanine loan transactions; subscription facilities; A/B loan splits; loan participations; note financings; New Markets Tax Credit transactions; sale-leaseback transactions; and bond financing transactions.

Dom also has extensive experience in property and loan acquisitions and sales, development transactions, REO transactions, receivership matters and sales, as well as retail, office, and warehouse leasing transactions on behalf of both landlords and tenants, including retail tenant representation. His experience also includes build-to-suit, retail condominium, REIT-related, and military housing transactions.

Before joining the firm, Dom was a Relationship Manager in the Real Estate Banking Division of PNC Bank, where he was responsible for the origination, underwriting, closing, restructuring, and administration of various commercial real estate financing transactions.

Representative Matters

Loan Originations

• Representation of one of the largest U.S. life insurance companies in a $50 million refinancing of a multi-family rental project consisting of two interconnected residential buildings above a two-story parking podium containing 210 apartment units and 316 parking spaces. The representation included assisting in the structuring of the transaction and then drafting and negotiating all relevant loan documents including partial repayment and non-recourse carve-out guaranties from certain trust entities. At the time of closing, the project was recently constructed and in the process of final completion and lease-up and the representation also involved addressing certain issues relating to the near-complete status of the project, the obtaining of a final certificate of occupancy and the leasing-up of the project.
• Representation of a private equity real estate investment fund formed by an affiliate of a national homebuilder and a global investment management firm for a $186 million acquisition and land development loan to a national development company. The loan financed the acquisition of a 759 acre land assemblage and provided funds to complete all necessary site work and lot improvements for the project, a 775-lot residential development in Loudoun County, Virginia. The lots were under contract for sale to three national homebuilders upon completion of improvement of the lots on a rolling quarterly takedown schedule. The representation included assisting in the structuring of the transaction and then drafting and negotiating all relevant loan documents. These included a highly structured completion guaranty and subordination agreements between our client and each of the national-homebuilder purchasers of the lots as well as an intercreditor agreement with the seller who provided seller financing secured by a portion of the project.
• Representation of a national finance company in establishing and maintaining its proprietary lending program and creating relevant documents and procedures, including required deal structure and closing requirements for the origination and potential sale/securitization of commercial real estate loans. Since its formation in 2011, Dom has led a team that has served as primary counsel for this lending program, closing numerous loans and working closely with the client's legal, closing, and servicing groups in maintaining updated document forms, developing updated and uniform closing procedures, and addressing servicing issues as part of the loan origination process. Representative transactions have included:
  
  - The origination of a $78 million mortgage loan secured by a multifamily rental project in Long Island City, New York, structured with a senior A note and subordinate B note, with the client holding the subordinate B note. The representation included the drafting and negotiation of an A/B participation agreement and mortgage loan servicing agreement. The origination occurred mid-construction and, as a result, the transaction involved complicated loan structuring necessary to protect the lenders under New York’s mechanics’ lien law.
  - The origination of a $19 million loan secured by a defaulted $32.3 million construction loan note secured by a mortgage on a multifamily project located in Las Vegas, Nevada, where the underlying borrower was in bankruptcy. This representation included extensive structuring to allow for a number of possible resolutions to the bankruptcy including sale, foreclosure, deed in lieu of foreclosure, or restructuring.
  - The origination of a $37 million bridge loan to finance the purchase of a non-performing construction loan secured by a failed high-rise luxury condominium project in Berkeley, California. The financing was structured to allow the note-purchaser to subsequently obtain title to the property by foreclosure or deed-in-lieu of foreclosure, complete construction of the project, and convert the project to a luxury multifamily rental project. 
  - Numerous bridge-financing transactions involving multifamily rental properties located throughout the country, including many in Brooklyn and Manhattan, often in connection with the renovation/conversion of the project. 
  - Refinancing of a construction loan for a two-building, multifamily project in New Jersey along the Hudson River that included funding for the construction of additional building floors and completion of the project. The buildings were part of a multi-phase, mixed-use development.
  
  
• Representation of the real estate lending division of a large bank in a $70 million construction loan to a joint-venture borrower, the designated redeveloper for a major downtown renewal project just outside New York City, for a multifamily rental project. The representation included assisting in structuring the transaction, drafting and negotiating all necessary loan and related documentation, and negotiating relevant documentation with the redevelopment authority.
• Representation of a national commercial bank as agent and lender in a $65 million syndicated construction loan for a 16-story, 286-unit multifamily residential property and a four-story parking garage in Center City Philadelphia. In addition to requiring all facets of loan structuring and documentation, the transaction involved a borrower entity that was a joint venture partnership between the developer and a state pension fund. The documentation provided for the replacement of the developer under certain circumstances.
• Representation of a private equity real estate investment fund formed by an affiliate of a national homebuilder and a global investment management firm for a $52 million refinance and land development loan. The loan refinanced an existing development loan and provided funds to complete all necessary site work and lot improvements for the project, a 540-lot residential development in suburban Philadelphia. The lots were under contract for sale to another national homebuilder upon completion. The representation included assisting in the structuring of the transaction and then drafting and negotiating all relevant loan documents. These included a highly structured completion guaranty and a subordination agreement between our client and the national-homebuilder purchaser of the lots.
• Representation of a national life insurance company in the origination of a $25 million first mortgage loan to refinance a brand-managed hotel in downtown Washington, D.C.  This representation involved advising on the hotel management arrangement and negotiating a comfort letter with the hotel brand-manager.
• Representation of one of the largest life insurance companies in the origination of an $89 million first mortgage loan to refinance a 304-unit, Class-A, mixed-use high-rise apartment building, with ground-floor retail, located in downtown Philadelphia.
• Representation of a New York-based investment bank in the documentation, due diligence, and closing of numerous CMBS loans involving a variety of project types throughout the country, including post-closing deliveries and representations in connection with the securitization of the loans 
• Representation of a private mezzanine loan equity fund in the purchase of various mezzanine loans secured by 100 percent of the ownership interests in various entities owning and operating hotels and retail shopping centers
• Representation of a national commercial bank, as agent and as lender, in a $110 million syndicated refinancing and construction loan to a national private equity firm for a multi-phase retail development. The transaction also involved a $25 million preferred equity investment from another national private equity firm. The representation included all facets of the loan structuring and documentation involving the borrower, preferred equity investor, and bank group, including joint venture/intercreditor-related issues as well as due diligence and leasing matters. 
• Representation of national commercial banks, as participating lenders, in numerous nine- and 10-figure syndicated credit facilities, including construction loans, term loans, and revolving lines of credit 
• Representation of the New York office of a foreign bank in an acquisition and construction loan for the acquisition of a Manhattan office building and the conversion of the building to a for-sale residential condominium project

Distressed Real Estate Matters

• Representation of a national special servicer in the workout and restructuring of a $130 million first mortgage loan on a 1,000-plus-unit residential rental project. This transaction involved an A/B note split of the loan, modification to the cash management arrangement, modifications to address the bankruptcy of the sponsor's holding company, and REMIC-related matters. 
• Represented a federal court-appointed receiver in all facets of a multi-property, multi-state receivership in connection with the operation, preservation, and disposition of 22 residential development projects, including 11 projects in Pennsylvania, involving approximately 848 residential units/lots 
• Representation of one of the largest commercial loan special servicers in a foreclosure and receiver action involving an assisted-living facility in Lehigh County, Pa., and the ultimate disposition of the facility by the receiver 
• Representation of one of the largest commercial loan special servicers in the workout and foreclosure of a retail project in eastern Pennsylvania, including the structured termination of a major lease in the tenant’s liquidation outside of bankruptcy, the appointment of a receiver, the successful completion of a mortgage foreclosure action, and the releasing of a former Circuit City store 
• Representation of a Utah industrial bank in a deed-in-lieu transaction for a student housing project in the University City section of Philadelphia; included negotiating a license for the continued use of the project name and website, as well as structuring the title-taking entity so as to minimize Philadelphia and Pennsylvania transfer taxes 
• Representation of a national commercial bank in the workout of a multi-loan relationship with a regional, single-family homebuilder, including the representation of the bank in the bankruptcy of one of the borrowing entities and a structured sale of residential building lots to another homebuilder 
• Represented a national bank in a $36,500,000 refinancing and renovation loan with respect to the redevelopment of a portion of a super-regional mall project and in a $24,000,000 renovation loan for a multi-building office complex in New Jersey 
• Represented a national bank, as agent, in a $26,660,000 syndicated construction loan with respect to the development of a 233-unit residential rental community
• Representation of a private mezzanine loan equity fund in restructuring of various mezzanine loans including intercreditor matters and structuring equity participations

Purchase, Sale, Development, Joint Venture, and Leasing Transactions

• Represented a regional real estate investment and development firm in a variety of acquisition, disposition, redevelopment, financing, and leasing transactions involving a variety of project types including office, industrial, and quarry properties and having an aggregate transaction value in the hundreds of millions of dollars. This representation included multiple equity syndications involving the preparation of private placement memoranda, accredited investor questionnaires, and subscription agreements.
• Represented the sponsor, in its roles as general partner and minority investor, in the recapitalization of a series of investment partnerships that owned a portfolio of suburban Philadelphia office buildings valued in excess of $200 million. The majority investor in the partnerships was a foreign investment fund in liquidation. The recapitalization involved the repayment of $175 million in maturing debt as to which the sponsor had provided a limited guaranty as well as the renegotiation of certain partnership/control rights and the structuring of a mechanism intended to monetize a portion of the sponsor's equity position.
• Representation of a public, retail property REIT in numerous transactions, including the acquisition, development, and leasing of two power-center projects in Pennsylvania, both of which involved the creation of condominium regimes to permit the development of the projects and the sale of select portions of the project to retail operators, the documentation of various declarations and cross-easement arrangements, and the documentation of multiple anchor, in-line, and out-parcel leases 
• Represented a regional convenience store/gas station operator in multiple sale-leaseback transactions involving 33 properties located in five different states having an aggregate value of over $100,000,000 and in a multi-property build-to-suit development program
• Served as real estate counsel to two separate homebuilder consortiums in the acquisition and site development financing for 1,000+-acre tracts in Nevada awarded pursuant to land patents from the U.S. government

Professional Activities

American Bar Association

New Jersey State Bar Association

Pennsylvania Bar Association

Philadelphia Bar Association, Real Property Section, Financing and Securitization of Real Estate Committee, Co-Chair

Former member of Drexel University, Krall Center for Corporate and Executive Education Advisory Council

Former member of The Reinvestment Fund, Inc. (a Philadelphia-based, nonprofit organization promoting socially responsible development), Housing/Commercial Real Estate Committee

Recognition & Accomplishments

The Best Lawyers in America, real estate law, 2015-2021

Chambers USA, real estate law (Pennsylvania), 2010-2020

Named to the Philadelphia Business Journal's Best of the Bar list, 2019

The Legal 500 US, real estate and construction – real estate, 2012, 2020

Fellow, the American College of Real Estate Lawyers (ACREL)

Fellow, American College of Mortgage Attorneys (ACMA)

Speaking Engagements

Faculty, "Capital Stack: Bending without Breaking," Pennsylvania Bar Institute, Successful Real Estate Development Projects, Philadelphia, April 10, 2019

Moderator, "Capital Sourcing and Structuring," Marcum Commercial Real Estate Summit, Philadelphia, October 17, 2018

Moderator, "Capital Sourcing and Structuring," Marcum Commercial Real Estate Summit, Philadelphia, October 25, 2017

Faculty, "Capital Stack: Bending without Breaking," Pennsylvania Bar Institute, Solving Legal Issues Across the Life Cycle of the Successful Real Estate Development Project, Philadelphia, April 11, 2015

Faculty, "Capital Stack: Bending without Breaking," Pennsylvania Bar Institute, Solving Legal Issues Across the Life Cycle of the Successful Real Estate Development Project, Philadelphia, April 28, 2014

Faculty, "Asset Acquisition & Disposition," International Council of Shopping Centers, Debt Workouts, Institutional Funds, and Repositioning of Challenged Assets, New York, February 11, 2013

Moderator, Bisnow's 2nd Annual Philadelphia Multifamily Summit, Philadelphia, October 10, 2012

"Underwriting is Becoming ... Deal Structuring, Loan Origination & Financing, Regulatory & Business Developments," Information Management Network, 2nd Annual Real Estate General Counsel Forum, New York, September 10, 2012

"CMBS 2.0 and the Current State of Commercial Real Estate Financing," The Maryland State Bar Association, Inc., 2011 Advanced Real Property Institute, Columbia, Md., October 4, 2011

"Deal Structuring, Loan Orientation and Financing Regulatory, and Business Developments," Information Management Network, The Real Estate General Counsel's Forum, New York, October 3, 2011

"Real Estate Capital Markets," Delaware Valley Chapter of The Counselors of Real Estate, in conjunction with Temple University's Real Estate Institute, Villanova, Pennsylvania, April 12, 2011

"Asset Disposition and Acquisition: Selling and Buying Distressed Assets and Notes," International Council of Shopping Centers, University of Shopping Centers, Philadelphia, March 8, 2011

"Loan Recovery 201: Advanced Strategies," Trigild Lender Conference, San Diego, October 20, 2010

"Finding Distressed Deals: Comparing Buying Properties/Loans out of Bankruptcy vs. from a Bank, Receiver or Servicer," 2nd Annual Distressed Commercial Real Estate Forum, Information Management Network, New York, September 24, 2010

"Lender/Borrower Workout Issues," The Bankers Forum on Distressed Properties & Real Estate Loan Workouts, Information Management Network, New York, April 20, 2010

Panelist, "Real Estate 2010," Delaware Valley Chapter of The Counselors of Real Estate, in conjunction with Temple University's Real Estate Institute, Villanova, Pennsylvania, April 19, 2010

"Asset Disposition & Acquisition/Selling & Buying Distressed Notes," Debt Workout, Transactions & Repositioning of Distressed Assets, ICSC, New York, March 24, 2010

"Opportunities in Distressed Assets and Debt," ALM, 8th Annual RealShare Philadelphia, March 10, 2010

"Distressed Lending Environment: Current Perspectives from the Legal Community, CMBS, and Balance Sheet Lenders," Lambda Alpha International – Philadelphia Chapter, Philadelphia, December 8, 2009

"Financing Commercial Real Estate Transactions: The New Rules of the Game," 13th Annual Real Estate Institute, Pennsylvania Bar Institute, Philadelphia, December 4, 2009

"Where's the Money?" 2009 Fall Meeting, American Bar Association Forum on the Construction Industry, Philadelphia, October 15, 2009

"The Special Servicer's Perspective Panel," Forum on Distressed Commercial Real Estate, Information Management Network, New York, October 5, 2009

"Loan Workouts/Restructuring," ICSC and National Association of Industrial and Office Properties, New York, September 24, 2009

Temple University James E. Beasley School of Law (J.D. 1995, magna cum laude)
Recipient, Arthur L. Berns Memorial Award in Real Estate Law; Recipient, Joseph W. Price III Memorial Award in Taxation Law

Drexel University (B.S. 1988, cum laude)

New Jersey

Pennsylvania