Thomas A. Hauser

Partner

hauser@ballardspahr.com
Tel 410.528.5691
Fax 410.528.5650
Baltimore

Thomas A. Hauser represents lenders, investors, borrowers, and other sources of capital in the purchase, sale, financing, and restructuring of real estate and real estate-related assets. He advises clients through all phases of a transaction—from the due diligence and term sheet stage through financing and closing, and he supports them with business counseling on issues such as fund formation and corporate governance.

Tom regularly handles 10-figure transactions involving multiple layers of financing and complex ownership structures. He has played a leading role in the purchase, sale, and financing of office and multifamily complexes, senior living facilities, student housing, biotech campuses, and retail buildings.

Tom has represented both lenders and borrowers in:
  • Commercial mortgage and mezzanine loan originations
  • Asset-backed transactions, including sale-leasebacks, synthetic leases, participating/convertible debt, and mezzanine and bridge financings
  • Credit tenant and portfolio leasing transactions
  • Loan assumptions
  • Credit facilities ranging from single borrower loans to billion-dollar syndications by leading financial institutions
A significant portion of Tom's practice is devoted to traditional real estate work, including advising clients on the acquisition, disposition, and development of assets. He has represented private equity companies, developers, groups of lenders, and equity and institutional investors in:
  • Drafting and negotiating purchase and sale agreements
  • Drafting and negotiating joint ventures
  • Drafting management, operating, and development agreements
  • Entity formation
  • Due diligence

Clients frequently call upon Tom to act as outside counsel on matters involving general business issues. He advises on corporate governance matters, drafts and negotiates contracts and employment agreements, and represents start-ups and established businesses in venture capital and private equity investments.

Tom has counseled clients on due diligence issues, including the tax and bankruptcy issues involving real estate assets. He also represents fund sponsors on the structuring and formation of investment vehicles and has represented funds in co-investments, acquisitions, private offerings, and joint ventures.

Representative Matters

  • Represented controlling investor group in the $315 million sale of a medical office building and 11 seniors housing facilities located in six states
  • Represented the borrower in the negotiation and closing of a $5.7 billion credit facility
  • Represented a group of lenders in the assumption of 42 loans during the billion-dollar merger of two manufactured housing REITS
  • Represented multiple DUS Lenders in the assumption of 62 existing loans as part of a multimillion-dollar merger two large seniors housing providers
  • Represented multiple DUS Lenders in the in the assumption of $837 million in mortgage debt by a large seniors housing REIT in its acquisition of another seniors housing provider
  • Represented a DUS Lender and Seller Servicer in the $648 million Fannie Mae/Freddie Mac financing of a leading public REIT’s acquisition of 32 seniors housing properties across 12 states
  • Represented a DUS Lender and Seller Servicer in the $336 million Fannie Mae/Freddie Mac mortgage refinancing of two seniors housing portfolios comprising 39 properties across 17 states
  • Represented a Seller Servicer in the $172 million financing of senior living facilities using Freddie Mac loans
  • Represented a Seller Servicer in the $280 million financing of 20 assisted living facilities using Freddie Mac loans
  • Represented a Seller Servicer in the $82 million financings of two mixed-use, affordable housing projects located in the San Francisco metropolitan area
  • Represented a leading private real estate equity company in the $60 million purchase of a multifamily housing complex located in the Baltimore/Washington corridor
  • Represented a leading private equity company in the $102 million purchase of a Class A multifamily complex located in suburban Washington, D.C., and the $110 million purchase of a Class A multifamily complex located in Bethesda, Maryland
  • Represented private equity investors in negotiating the financing and closing the $35 million purchase of a student housing facility at the University of Missouri and the $50 million purchase of a student housing facility in West Virginia
  • Represented private equity investors in the $60 million acquisition of a majority interest in a group of operated assisted living facilities
  • On behalf of a fund sponsor, created a $100 million private equity fund to buy contingent assets and handled the private offering
  • On behalf of a wealth management company, created an investment fund and handled the private offering of equity interest
  • Represented the principal investor in a private equity company in the formation of a joint venture, which included the creation of a platform to acquire, finance, and secure specialized assets

Professional Activities

American Bar Association

Maryland Bar Association

Johns Hopkins University Master's in Real Estate Program, Faculty

Maryland's continuing legal education programs, Instructor, Advanced Real Estate Finance

Recognition & Accomplishments

The Best Lawyers in America, real estate law, securitization and structured finance law, 2010-2019

The International Who's Who of Business Lawyers – Real Estate 2013-2015

Chambers USA: America's Leading Lawyers for Business, real estate law (Maryland), 2015-2019

The Legal 500 US, real estate and construction - real estate, 2016

Fellow, American College of Real Estate Lawyers (ACREL)

Fellow, American College of Mortgage Attorneys (ACMA)

Publications

"Debt Markets - Dead, Delayed or Dynamic: Current Factors Influencing Real Estate Finance," Annual Meeting of the American College of Real Estate Lawyers, October 2016

"CMBS 2.0 – Things to Consider from a Borrower's Perspective," a chapter in The ACREL Papers—Fall 2011, American Law Institute – American Bar Association, Fall 2011

"Recent Developments in CMBS Loan Documentation," The Review of Banking & Financial Services, December, 2012

"Mandatory Retirement of State Judges and the Age Discrimination in Employment Act," 51 U. Pitt. L. Rev. 4, 1990

Speaking Engagements

Moderator, "Freddie Mac and Fannie Mae Zoning and Code Compliance Standards for Multifamily Underwriting," presentation to PNC Real Estate Multifamily Agency Underwriters, November 4, 2014

Speaker, "CMBS 2.0: New Servicing Standards, " ACMA 38th Annual Meeting, September 2012

Speaker, "The New CMBS: Rising from the Ruins or Descending into the Debris," American Bar Association Section on Real Property, Trust, and Estate Law, 23rd Annual Spring Symposium, May 2012

Course presenter and author, "Revived, Reviled, Rescued or Redeemed: The Return of CMBS," Creative Structures for Dynamic Markets: The Rebirth of Opportunities in the City of Brotherly Love, ACREL program, Philadelphia, October 20, 2011

Panel moderator, "Through the Looking Glass: Differing Perspectives on Distressed Real Estate Loans and Workouts," American College of Mortgage Attorneys, 37th Annual Meeting, Quebec City, September 25, 2010

Panelist, "Mezzanine Loan Financing Best Practices," iGlobal Forum, Real Estate Mezzanine Finance Summit, April 14, 2010

"Troubled Debt and Workouts," Ballard Spahr breakfast briefing, June 4, 2009

Community Activities

Mr. Hauser participated in the Greater Baltimore Committee's LEADERship program, which identifies and trains leaders in Greater Baltimore.

Board Memberships

Fellow, Baltimore City Bar Foundation

Past President and Board Member, The Family Tree

University of Pittsburgh School of Law (J.D. 1991, cum laude)
Head Note and Comment Editor, University of Pittsburgh Law Review

Dickinson College (B.A. 1988)

Maryland

U.S. District Court for the District of Maryland