Attorney Profiles

Drew S. Reiferson, Esq., Member

Drew’s practice focuses on the representation of government sponsored entities, institutional lenders and banks as national counsel in connection with the origination of non-recourse mortgage loans secured by multifamily and commercial real property and ground leases, including shopping centers, retail condominiums, assisted living facilities, office buildings, low income housing and mixed use properties.  He also represents national loan servicers on matters involving, among other things, defeasance, loan assumptions, transfers of equity interests and loan workouts.

Previously, Drew was a partner at the law firm Kaufman & Canoles, P.C. in the firm’s real estate finance section and the lender representation practice group in Virginia, and a partner in the finance section in the law firm Troutman Sanders LLP in its Richmond, Virginia office.

Bar Admissions
  • Virginia
  • Maryland
  • District of Columbia
   
Education
  • University of Virginia (B.A., 1990)
  • Emory University School of Law (J.D., 1994)
   
Representative Matters
  • $500,000,000.00 credit facility secured by 13 multifamily properties located throughout the United States
  • $131,000,000.00 fixed rate securitized loan involving reverse 1031 exchanges, HAP contracts and Maryland indemnity deeds of trust
  • $53,515,000.00 securitized loan secured by a multifamily project located in the City of Alexandria, Virginia
  • $21,500,000.00 CMBS conduit loan secured by multifamily property owned by 22 tenants in common
  • $19,576,000.00 variable rate securitized loan secured by master leased mixed use property involving subordinated TIF financing
   
Recognition and Honors
  • Virginia’s Legal Elite; Virginia Business Magazine, 2007, 2008, 2010, 2011
  • Clerk, United States Bankruptcy Court for the District of Maryland

Stacy Leshock Dee, Esq., Managing Member

Stacy has significant experience representing government sponsored entities, institutional lenders and banks in commercial real estate finance transactions. Her practice focuses on complex finance transactions involving multifamily and commercial real property including seniors housing facilities, condominiums, manufactured housing developments, student housing facilities and retail centers. Her experience includes origination and servicing of conventional and structured finance transactions, as well as securitization due diligence. In addition to real estate finance transactions, Stacy has documented, negotiated and facilitated the closing of numerous secured and unsecured commercial finance transactions, including cash flow and asset-based financings, letter of credit and other credit enhancement transactions, on behalf of lenders and borrowers in syndicated and single lender transactions.

Prior to joining Reiferson Dee PLC, Stacy was a member in the Pittsburgh, Pennsylvania office of Clark Hill PLC, where she served on the firm’s Executive Committee and co-chaired the firm’s Recruitment Committee. Prior to that, Stacy was Associate General Counsel in the Mortgage Law group at Freddie Mac, where she worked closely with the production, underwriting, purchase, asset management and structured finance groups, providing legal advice regarding evaluation of risks, loan structuring, documentation, policy and product development.

Stacy joined Freddie Mac after serving as a real estate finance associate at Ballard Spahr LLP in Washington, DC. Stacy began her legal career as an associate in the financial institutions and real estate group of Thorp Reed & Armstrong, LLP in Pittsburgh, Pennsylvania.

Bar Admissions
  • Pennsylvania
  • District of Columbia
   
Education
  • University of Pittsburgh (B.A., Summa Cum Laude, 1994)
    Phi Beta Kappa 
  • The George Washington University School of Law (J.D., With Honors, 1997)
    Dean’s Fellow, Moot Court Board, The Environmental Lawyer journal
   
Representative Matters
  • Represented a government-sponsored entity in connection with a $1,801,875,500 portfolio consisting of two pools comprised of 32 cross-collateralized mortgage loans securing properties throughout the country. The pools involved unique spread maintenance provisions; a combination of interest rate swaps and caps; intercreditor agreements with respect to two layers of mezzanine financing and permitted indebtedness consisting of a revolver, swing loan and multiple term loans; a second mortgage and guaranty structure to cross-collateralize the single New York property with the rest of the applicable pool; partial condominiums; a vertical subdivision; a ground lease; a completion guaranty; and intricate release and substitution rights within the crossed pools.
  • Represented the master servicer of a securitized loan in a loan split and partial assumption of a $32,385,418 loan secured by fee and leasehold interests in three properties located in different states. The transaction involved complex substantive non consolidation and REMIC issues.
  • Counsel to a government-sponsored entity in connection with the purchase of a $741,140,000 cross-collateralized portfolio of mortgage loans securing fourteen apartment complexes and related assets located in eight states. In addition to numerous jurisdictional issues with respect to cross-collateralization, the structured finance transaction involved affordable housing restrictions, condominiums, substitution rights and various environmental issues.
  • Represented a government-sponsored entity in connection with a $225,000,000 22 property seniors housing cross-collateralized portfolio of mortgage loans involving eight states, complicated operating leases and healthcare licensing issues.
  • Counsel to a government-sponsored entity in connection with the preparation of exceptions to representations and warranties to investors, and related due diligence, in connection with a securitization pool comprised of over 100 mortgage loans.
  • Represented a banking institution, as agent, in a $9,000,000 asset-based syndicated co-borrower credit facility secured by personal property, specific patents, patent applications and trademarks, numerous parcels of real property and life insurance policies. The transaction involved multiple existing security interests among the members of the bank group and intricate intercreditor issues.
  • Counsel to the administrative agent and lead arranger with respect to a $200,000,000 senior secured credit facility with a letter of credit subfacility, swing line and accordion feature provided by a syndicate of six national financial institutions to a reciprocal insurance exchange acting through an attorney-in-fact. The credit facility was secured by a securities account maintained by the borrower, consisting of a portfolio of government bonds and notes, municipal bonds, federal agency bonds and corporate bonds. The documentation and negotiation of the credit facility involved numerous issues related to the borrower’s organizational and management structure and the regulation of reciprocal insurance exchanges.
  • Represented the asset-based lending division of a large international lender in connection with a $5,000,000 fully-controlled asset-based financing with a lockbox and strict borrowing base requirements including reserves for environmental and tax issues. The transaction involved intricate payment and lien subordination arrangements with respect to one insider loan and seven government loans.
   
Recognition and Honors
  • Leadership 35 Committee Member, National Women’s Law Center (2007-2008)
  • Leadership Pittsburgh – Leadership Development Initiative IX
Community Activities
  • Women’s Leadership Council – United Way, Executive Committee Member
  • Pittsburgh Cares, Board Member

Kourtney T. Diaz, Esq., Member

Kourtney has extensive experience representing government-sponsored entities, institutional lenders, and banks in commercial real estate finance transactions. Her practice is primarily focused on complex finance transactions involving multifamily properties and other commercial real estate including mixed use developments (via fractured condominiums or vertical subdivisions), seniors housing, affordable housing, student housing, office buildings and parks, and retail shopping centers and developments. She has significant experience with mortgage loan due diligence and preparation of exceptions to representations and warranties made to investors in connection with securitized loan pools. Kourtney has represented government-sponsored entities, lenders, servicers, and other financial institutions with respect to securitization transactions, servicing of securitized loans, shari’ah law structure and compliance, standard and reverse 1031 exchanges, mergers and acquisitions of borrowing entities, syndicated financing, bank participation interests, transfers of seasoned loans and other secondary market transactions. Kourtney also has a broad range of experience in traditional real estate transactions including acquisitions, dispositions, development, commercial leasing, sale-leasebacks and transfers of mid-stream natural gas facilities and assets.

Prior to joining Reiferson Dee PLC, Kourtney was a part of Clark Hill’s commercial and real estate finance group and a member of the firm’s Talent Advisory Committee. Kourtney started out as an associate in the real estate and capital markets practice group at McGuireWoods LLP.

Bar Admissions
  • Pennsylvania
  • Florida
   
Education
  • The Pennsylvania State University (B.A., With Honors, 2001)
  • Duquesne University (J.D., Cum Laude, 2004)
    Articles Editor, The Duquesne Law Review
    Law Faculty Scholarship
   
Representative Matters
  • Represented a government sponsored-entity in connection with the purchase of a $1.2 billion portfolio consisting of 71 first lien mortgage loans securing properties throughout the Northeast. In addition to numerous jurisdictional issues, the transaction involved certain New Jersey affordable housing restrictions, commercial leases, shared facilities agreements with third party property owners, extensive repairs and substantial zoning and environmental issues.
  • Perform mortgage loan due diligence and prepare exceptions to representations and warranties in connection with securitization pools generally comprised of over 100 loans secured by multifamily property that are transferred to a REMIC trust and sold to institutional investors as certificates. Represented a government sponsored-entity in connection with over 20 such securitized pools.
  • Borrower’s counsel to large energy company in connection with syndicated finance transactions involving term, revolver and incremental loan structures in excess of $500 million.
  • Represented mid-market natural gas company in connection with sale of processing plant, intrastate pipelines and related facilities in excess of $100 million.
  • Represented public company in acquisition of the real estate assets of a steel company including fee ownership in five states, leaseholds in eight states and various related short-line railroads and rights of way.
  • Preparation of numerous opinion letters as local Pennsylvania and/or Florida counsel in various secured and unsecured finance transactions including asset based and cash flow based transactions, and term, revolver and incremental loan structures.
  • Represented purchasers of distressed real estate out of bankruptcy, receivership or other insolvency positions, particularly on behalf of hedge funds and other private equity firms.
   

Paul J. Miller, Esq., Of Counsel to Reiferson Dee PLC

Miller Law, PLC - Member

Paul represents government sponsored entities, institutional lenders, life companies and banks as national counsel in the origination of mortgage loans secured by multifamily and commercial real property. He has negotiated, documented and facilitated the closing of hundreds of securitized and general account real estate finance transactions, financing billions of dollars in multifamily and commercial loans. He has been responsible for the closing of large and complex transactions, including a pooled transaction exceeding $1,000,000,000. His experience includes representation of servicers, developers and borrowers in a wide variety of complex real estate finance transactions.

Prior to forming Miller Law, PLC, Paul was a member of Reiferson Miller & Dee PLC. Previously, Paul was Associate General Counsel in the Mortgage Law group at Freddie Mac for more than eight years, involved in loan origination and servicing in the busy Southeast Region and acting as Legal Liaison to the Seniors Housing business team. He was an integral and trusted part of the Freddie Mac business team, working closely with the clients in production, underwriting, capital markets and management in day-to-day business. He was involved in structuring transactions, working through deal issues to find solutions to get deals closed, and contributing to policy and product development.

As the lead Seniors Housing attorney at Freddie Mac he facilitated the closing of large and complex pooled and one-off loans, and was involved in risk and credit analysis, deal structuring, policy development, training and overall support of the Seniors Housing business team. His support included responsibility for drafting and maintaining the Seniors Housing loan documents and forms used in all Seniors Housing transactions.

Prior to Freddie Mac, Paul was with the law firm of Ballard Spahr LLP in the firm’s real estate finance section in its Washington, DC office, primarily representing lenders in Fannie Mae and FHA transactions. Paul started his legal career as a real estate and litigation associate at the law firm of Rees Broome, PC in Tysons Corner, Virginia.

Bar Admissions
  • Virginia
  • Maryland
  • District of Columbia
   
Education
  • LeMoyne College (B.A., 1986)
  • State University of New York at Buffalo (J.D., 1993)
Representative Matters
  • Represented a government-sponsored entity in connection with $1,065,666,000 securitized loan portfolio consisting of 27 acquisition loans secured by multifamily properties throughout the country. Features included joint venture borrower with post-closing syndication of equity to third party investors with removal rights, ARM with third party cap, cash management agreements, affordable housing restrictions, commercial leases, zoning non-compliance and fire code violations, shared amenities and use agreements.
  • Represented a government-sponsored entity in negotiation, structuring and closing one of its largest conventional one-off mortgages, a $241,500,000 mortgage loan secured by a 2,877 unit project located in Prince George’s County, MD. Property-specific and loan structure issues and legal complexities, including storm and fire damaged units, title reinsurance, code violations, litigation, flood hazard insurance, groundwater environmental cleanup program, cash management agreement negotiation and equity investor transfer provisions.
  • Represented government-sponsored agency in $500,000,000 structured finance, cross-collateralized transaction consisting of 14 multifamily properties located throughout the country. Worked with underwriting, production, special products, and loan purchase personnel to facilitate interest rate lock within 48 hours from bid win. Negotiated and drafted letter of intent, term sheet and master loan commitment provisions, including: good faith deposit demand note, collateral substitution and collateral release provisions, lender warranties, ownership transfer provisions, and survey waiver requirements.
  • Represented a life insurance company as local counsel in connection with: $46,250,000 loan secured by a manufactured housing community, $52,000,000 loan secured by a manufactured housing community, $14,500,000 loan secured by a retail shopping center, $18,000,000 loan secured by a commerce park, $4,835,000 loan secured by an industrial distribution facility, and $10,000,000 loan secured by a self-storage facility.
  • Represented government-sponsored entity in $130,565,000 mortgage loan pool secured by 19 seniors housing facilities located throughout the country. Deal features included: 1) five sub-pools of cross-collateralized loans and several one-off loans, 2) acuity mix conversion, 3) permitted future expansion of projects, and 4) variety of operating structures, including SPE operators.
  • Represented lender in servicing matter for a cross-collateralized pool consisting of 12 seniors housing facilities owned by a national REIT borrower. Analysis and documentation of a new master lease with new third-party operator, operator SNDA, transfer of operating licenses, introduction of a new property manager, implementation of a cash escrow agreement, and documentation of pre-approved transfers of borrower principals.
  • Represented a government-sponsored entity in connection with cross-collateralized multifamily mortgage loans totaling $266,000,000 to three related borrowers, secured by three separate parcels. Deal features included: 1) one fixed rate mortgage to co-borrowers secured by two parcels, one floating rate mortgage with external rate cap secured by the third parcel, 2) collateral substitution rights, 3) rental achievement agreements with two stepped rent thresholds and increasing factors for calculating LOC size, 4) interest transfers and carve-out limitations, 5) two partial release provisions related to future subdivision for subsequent development, 6) Virginia amended and restated mortgages, 7) confidentiality agreement.
  • $17,900,000 multifamily mortgage with preferred equity structure alternative to mezzanine financing. Negotiated and modified loan documents to permit borrower to pledge ownership interest to the equity provider in connection with acquisition of the property and for potential future exercise of the pledge. Note and guaranty modifications made to limit client risk of loss in connection with a future partial release of collateral.
  • $35,800,000 permanent financing take-out of a construction loan for a 100% pre-leased student housing property located in Florida. Issues included limiting risk to lender for occupancy shortfall and failure of municipality to issue certificates of occupancy.
  • Represented government-sponsored entity in mortgage with partial condominium structure, comprised of two condo units, one market rate unit containing 130 dwellings and one affordable unit containing 100 dwellings. Board control issues required documentation for transfer of declarant rights and resignation of board members to be escrowed as mechanism to ensure continuation of declarant control period and borrower-appointed majority on board of directors.
  • $25,000,000 leasehold mortgage to student housing REIT borrower secured by a 100% student housing property consisting of a single nine-story tower. Extensive negotiation regarding ground lease, with issues including 1) ground rents subject to CPI increases, 2) ability of ground lessor to mortgage the fee estate and requirement to subordinate to the ground leasehold interest of borrower, 3) unrestricted right of borrower to assign ground lease, and 4) ground lessor rights and remedies and lender ability to cure defaults.
  • $8,000,000 mortgage for take-out of a construction loan for phase II of development, with rehabilitation component for completion of construction. Projected debt service coverage for phase II insufficient for property to be self-supporting required the mortgage be cross-collateralized with existing phase I mortgage and amendment of phase I mortgage. Shared use and cross easement agreements for access, utilities and recreational facilities for the two phases.
  • $50,779,000 conduit mortgage secured by multifamily property, golf course and related amenities. Operation of golf course subject to a master lease, operator subjected to SPE requirements.
  • Represented government-sponsored entity in $25,391,000 mortgage with property acquired through reverse 1031 exchange. Borrower owned 100% interest in the Property at the time of closing, with optional post-closing transfers resulting in tenant-in-common borrower structure and potential subsequent dissolution of TIC structure.
  • $18,400,000 supplemental leasehold mortgage. Property consisted of three parcel, existing cross-collateralized pool, operated as single project with one parcel exclusively commercial use. Negotiated and documented approval of partial release of collateral to allow any parcel to be released, provided that a residential parcel remains. Ground Lessor subjected fee simple interest to mortgage lien via fee joinder.
  • $19,465,000 Sharia-compliant mortgage with master lease structure.
  • $9,250,000 adjustable rate mortgage for acquisition and rehab of property with tenants-in-common borrower structure. Documented rehab escrow, completion guaranty, NOI gap collateral, TIC transfers, deferred collection of replacement reserve deposits, and post-closing engineer evaluation.
  • Represented lender and government-sponsored entity in securitized and general account loan servicing matters related to 64 seniors housing mortgages, in connection with merger of large institutional seniors housing borrowers. Significant issues included due diligence and document modifications to accommodate new ownership structure, operator and management, cash management system, permitted transfers, and healthcare licensing.
  • Represented loan servicer in analysis and approval of addition of collateral to fractured condo property. Borrower permitted to purchase condominium units, becoming additional security through mortgage spreader agreement.
  • Represented primary and master loan servicers of Freddie Mac K deals in analysis and approval of various easements.
  • Represented loan servicer in assumption of mortgage loans.

Keith R. Small, Esq., Member

With over 30 years of experience as a practicing attorney, Keith represents government-sponsored entities, government agencies, institutional lenders and banks in connection with the financing of multifamily residential properties, including low-income housing and mixed use properties, as well as commercial real property, including office buildings, shopping centers, assisted living facilities, hospitality properties, shopping centers and industrial parks. He acts as counsel in connection with loan servicing matters, including loan assumptions, defeasance and property substitutions.

Prior to becoming a member of Reiferson Dee PLC, Keith was an Associate General Counsel in the Mortgage Law group at the Federal Home Loan Mortgage Corporation (Freddie Mac) for over five years. He was responsible for providing legal advice to Freddie Mac’s Conventional Structured Finance group in connection with the structuring, origination, closing and servicing of complex loans transactions, including revolving credit facilities, large crossed and uncrossed loan pools, and multi-asset flow facilities. Keith also worked closely with the capital markets and asset management teams in connection with the Freddie Mac K deal securitization transactions, and he served as the primary attorney leading a team of in-house attorneys and outside counsel, paralegals and administrative assistants in conducting loan level due diligence to discover and document exceptions to the loan seller’s representations and warranties.

Before joining Freddie Mac, Keith was Of Counsel in the real estate department of the Tysons Corner, Virginia office of the Greenberg Traurig, one of the nation’s largest law firms. At Greenberg Traurig, Keith primarily represented institutional lenders in connection with the origination and servicing of loans for commercial mortgage-backed securities (CMBS) issuances. He also represented borrowers in connection with federal, state and local housing assistance programs.

Bar Admissions
  • District of Columbia
  • Illinois (inactive)
   
Education
  • Princeton University (A.B., 1976)
  • New York University School of Law (J.D., 1980)
   
Representative Matters
  • Represented government-sponsored enterprise in connection with a $300,000,000 revolving line of credit secured by multifamily properties located in various states in the United States. Negotiated and drafted the transaction term sheet, as well as the credit agreement and other revolving credit facility documents. Dealt with numerous property-specific issues, including an unsubordinated ground lease, a fractured condominium regime and various shared use/shared access agreements and easements.
  • Represented a state housing finance agency in connection with the multi-layered financing of a $600,000,000 multifamily housing project that had loans from several public and private lenders. Drafted agency loan documents and reviewed and analyzed several regulatory and financing agreements.
  • Represented a large institutional lender in connection with a $600,000,000 loan to finance a state-of-the-art hotel. The hotel property was a part of a multiple unit condominium regime that required numerous shared use agreements for air rights, access and parking, as well as several zoning variances.
  • Represented lender in connection with the simultaneous foreclosure of loans on 55 condominium units located in Maryland. Drafted all notices and demand letters, and filed necessary foreclosure documentation.
  • Represented government agency in connection with the sale of loans totaling over $1,000,000,000. Performed due diligence and loan documentation, negotiated and drafted loan purchase and sale agreement and related documents, closed loan sale.
  • Represented the servicing department of a large national bank in connection with a series of loan defeasances and loan assumptions spanning a two year period and involving over 200 loans.
   

Matthew B. Liebler, Esq., Member

Matthew’s practice focuses on commercial real estate finance and loan servicing and he regularly represents loan portfolio servicers, agency lenders, life companies, institutional lenders, finance companies, investors and borrowers, including real estate financings, loan assumptions and transfers, asset-backed loans, structured financings and loan restructurings. Matthew has extensive experience from both a business and legal perspective with respect to commercial real estate asset management and loan servicing matters from general compliance or servicing issues to lease transactions, subordination nondisturbance and attornment agreements, loan assumptions , amendments, extensions, modifications or waivers to loan documents, equity transfers, tenant-in-common transfers, 1031 exchanges, substitutions of indemnitors, easements, parcel releases, construction, property releases, cash management, deposit account control agreements, loan payoff and assignments, defaults and forbearance agreements.

Matthew started his career in the banking and finance industry working for ten years at what became the largest commercial real estate servicing company in the country. This experience gives him a unique perspective on finding practical working solutions for all parties in a transaction. Matthew has assisted clients in establishing servicing practices, loan documentation and guidelines for the processing of loan assumptions, equity transfers and other complex asset management functions. He regularly advises clients in interpreting pooling and servicing, sub-servicing, participation, co-lender and intercreditor agreements.

Prior to joining Reiferson Dee PLC, Matthew was an attorney at Bryan Cave LLP in the firm’s banking and finance group in its Charlotte, NC office. Prior to that he was senior counsel at Moore & Van Allen in the real estate finance group also in Charlotte, NC.

Bar Admissions
  • North Carolina
   
Education
  • Montreat College (B.A., 1993)
  • Regent University School of Law (J.D., 1997)
   

Melanie M. McMenamin, Esq.

Melanie’s practice focuses on the representation of a government sponsored entity as national counsel in connection with the origination of non-recourse mortgage loans secured primarily by multifamily residential properties.  Melanie also has a broad range of experience representing lenders, issuers, and a national statistical rating agency in transactions involving large loan origination (secured by commercial real property and ground leases, including shopping centers, office buildings, low income housing, and resorts), mezzanine financing, loan sales and purchases, CMBS and RMBS securitization, and post-closing modifications including defeasances, from her time practicing in Dechert LLP’s finance & real estate group.

Melanie maintains a practice advising entrepreneurs in start-up matters and teaches on the faculty of Villanova University’s Charles Widger School of Law, where she serves as the Founding Director of the law school’s Clinic for Law & Entrepreneurship.  She has also served on the faculty of the University of Pennsylvania Law School as the Clinical Supervisor and Lecturer in Penn’s Entrepreneurship Legal Clinic.
Bar Admissions
  • Pennsylvania
   
Education
  • Georgetown University (B.S.B.A., 1997)
  • University of Pennsylvania Law School (J.D., 2003, Order of the Coif)
   
Representative Matters
  • Regularly represented corporation founded by leading insurers to structure and manage socially responsible community investments in its purchase of loan assets secured by affordable multifamily housing developments.
  • Regularly represented national statistical rating agency in evaluating legal aspects of commercial mortgage loans intended for securitization, as well as legal surveillance of rated securitized loan modifications.
  • Counseled Irish investment bank in navigating implications of General Growth Properties’ (GGP) bankruptcy for its subordinate debt investment in a GGP asset and negotiating with senior securitized debt holder and borrower to restructure debt stack.
  • As lead attorney in all communications with client and opposing counsel, represented U.S. lenders in connection with origination of: $277.5MM of mortgage and mezzanine loans having a convertible preferred equity feature, secured by 7-property portfolio of office buildings located in Texas and Illinois, and $41MM commercial mortgage loan secured by Greeley Mall, Greeley, CO.
  • As senior associate on deal team, represented U.S. lenders (and in certain cases, U.S. branches of foreign lenders) in connection with origination of: $200MM commercial mortgage loan secured by The Ritz-Carlton, Grand Cayman, and subsequent loan modifications; $135MM commercial mortgage loan secured by The St. Regis Hotel, Washington, DC, and subsequent loan modifications; $131MM acquisition financing of 41-property portfolio of multifamily housing located in Manhattan, Queens and Brooklyn, NY; $277.5MM of mortgage and mezzanine loans secured by prime Manhattan office building; and $31MM commercial mortgage loan secured by fee interest only of ground leased office building located in Washington, DC, and assignment of CPI-indexed derivative instrument
   
Community Activities
  • Trustee, Sacred Heart Academy, Bryn Mawr, PA
   

Tara M. Dyer, Esq., Associate

Tara has experience representing government-sponsored entities in commercial real estate finance transactions. Her practice is primarily focused on finance transactions involving multifamily properties and other commercial real estate, including mixed use developments, seniors housing, affordable housing, and student housing. She has experience with mortgage loan due diligence and preparation of exceptions to representations and warranties made to investors in connection with securitized loan pools. Tara also has a broad range of experience in traditional real estate transactions, both residential and commercial, including acquisitions, development, and leasing.

Tara also advises businesses on the various issues encountered during a company’s life cycle, including formation and structure, corporate governance, equity investment, mergers and acquisitions, divestitures, and dissolution. Tara has extensive experience drafting and negotiating operating agreements, partnership agreements, buy-sell agreements and organizational documents for business entities. Tara also advises clients regarding corporate formalities and business law requirements. She has also represented companies in the drafting and negotiation of executive employment agreements and severance agreements.

Prior to joining Reiferson Dee PLC, Tara was a part of the real estate development practice group and general corporate/mergers and acquisitions practice group at Clark Hill PLC.

Bar Admissions
  • Pennsylvania
   
Education
  • University of Central Florida (B.A., Cum Laude, 2008)
  • Duquesne University (J.D., Summa Cum Laude, 2012)
    The Duquesne Law Review, Dean’s Scholarship for Excellence Recipient, CALI Award for Excellence – Securities Regulation, Sports & Entertainment Law, Legal Process, Federal Courts and the Federal System
   
Representative Matters
  • Performed mortgage loan due diligence and prepare exceptions to representations and warranties in connection with securitization pools generally comprised of over 70 loans secured by multifamily property that are transferred to a REMIC trust and sold to institutional investors as certificates.
  • Represented a government-sponsored entity in connection with an approximately $350,000,000 securitized loan portfolio consisting of 35 cross-collateralized loans secured by seniors housing facilities throughout the country.
  • Represented regional real estate brokerage company in connection with several multi-million dollar acquisitions. The transactions involved the purchase of regional commercial and residential brokerages and the acquisition of a title and closing services company and a mortgage and financial services company.
  • Represented two medical and radiation oncology treatment provider subsidiaries, one in its merger with, and the other in the sale of its assets to, the nation’s largest radiation therapy provider. The transaction involved regulatory compliance and license transfer issues.
  • Represented privately held real estate investment firm in acquisitions of triple net lease commercial properties and in the acquisition and development of undeveloped real property.
   

Adam M. Cooper, Esq., Associate

Adam’s practice focuses on real estate finance including acquisition and refinancing transactions for multifamily residential and mixed-use properties. Adam also contributes diligence, research and loan documentation for structured real property transactions.

Prior to joining Reiferson Dee PLC, Adam practiced at Reed Smith LLP in the firm’s Financial Industry Group, representing institutional lenders in commercial real estate transactions. His work included origination of construction, acquisition and refinance loans for a variety of properties, including condominiums, medical facilities and office buildings. His representation of lenders also included loan restructuring, forbearance, settlement agreements and debtor-in-possession credit facilities.

Bar Admissions
  • Pennsylvania
  • New York
  • Massachusetts
   
Education
  • Northwestern University (B.A., 2007)
  • Boston College Law School (J.D., 2010)
    Editor, The Uniform Commercial Code Reporter-Digest
   
Representative Matters
  • Represented institutional lender in origination of $160,000,000.00 syndicated construction loan for multi-use condominium and hotel building.
  • Performed due diligence and loan documentation on behalf of institutional lender to facilitate acquisition financing of a large portfolio of medical properties.
  • Restructured distressed franchise finance loans on behalf of financial services lender through debtor-in-possession credit facility, forbearance, loan modification, reservation-of-rights letters and settlement agreements.
  • Conducted legal diligence on behalf of investment firm for purchase of asset-backed loans intended for inclusion in distressed debt fund.
   

Sarah A. Hall, Esq., Associate

Sarah has experience representing banks, institutional lenders and government-sponsored entities in commercial real estate finance transactions. Her practice is primarily focused on finance transactions involving multifamily properties and other commercial real estate and securitization due diligence. Sarah also has experience in commercial real estate loan servicing, including representation of loan servicers, agency lenders and institutional lenders in loan assumptions, equity transfers and other asset management and loan servicing matters, such as parcel releases, property releases, condemnations, cash management, deposit account control agreements, defeasance, easements, extensions, defaults, tenant-in-common issues, guarantor replacements and related matters.

Prior to joining Reiferson Dee PLC, Sarah was a senior associate in the finance group of Alston & Bird LLP in the firm’s Charlotte, NC office. Prior to that, she was an associate in the finance group of Dechert LLP in the firm’s Charlotte, NC office.

Bar Admissions
  • North Carolina
   
Education
  • Florida International University (B.A., 2005, Summa Cum Laude)
  • Wake Forest University School of Law (J.D., 2009, Order of the Coif)
    Wake Forest Law Review
    CALI Excellence for the Future Award – Banking Law, Business Organizations, Civil Procedure II and Constitutional Law II