Paul J. Miller
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Paul J. Miller
Miller Law, PLC - MemberPaul 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.
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Education
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.