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Les Jacobowitz
November 11, 2011
212.492.3315
les.jacobowitz@arentfox.com
Les Jacobowitz is a partner in the New York office, where he works in the finance, real estate, health care, and insurance groups. He has more than 25 years of experience representing a broad range of issuers, underwriters, and financial institutions in domestic and international transactions involving $25 billion or more, as well as restructurings and workouts of an additional $23 billion. Les has also worked with governmental entities, private companies, banks, investment banks and funds in all aspects of financing, including the securitization, public finance, energy, and infrastructure financing areas. He represents clients in diverse transactions involving commercial and economic development, nursing homes, hospitals, assisted living and AIDS facilities, airports, university and student loans, multifamily and single family housing, homeless facilities, stadiums, infrastructure, privatization, energy and utility, resource recovery, and general obligation. Special RecognitionsIn November 2011, he was named in the annual rankings of The Financial Times for his standout innovative work with Fannie Mae, Freddie Mac and the US Department of the Treasury in connection with their $24 billion programs to stabilize the housing finance market. Les worked on an international toll bridge facility that was selected by the Institutional Investor as one of its deals of the year. For his work coordinating and financing nine adult day care facilities for people with AIDS in the city of New York and the surrounding suburbs, he received special recognition from New York state and the AIDS organizations. He also received an award from the Louisiana State Bar Association for his pro bono work with New Orleans Legal Assistance, the Housing Authority of New Orleans, the City Council, and the US Department of Housing and Urban Development to preserve the ownership rights of low income families that had been obtained over the years in their lease-to-own project. Bank Financing and SecuritizationLes is experienced in financings involving asset-backed securities (ABS), collateralized debt obligations (CDOs), collateralized loan obligations (CLOs), and collateralized mortgage-backed securities (CMBS), representing issuers, investment banks, funds, liquidity banks, and credit enhancers. He works with clients in securitizing new asset classes and helped form a trust certificate program securitized by low income housing bonds. Les helped establish the first short term option certificate program secured by outstanding debt, the creation of a $13.5 billion federal securitization program to assist in the current housing crisis with Fannie Mae and Freddie Mac (see “Bankruptcy, Financial Restructuring, and Work-Outs” section), and securitizations relating to television rights and timber revenues. In the origination of several mortgage loans for a large financial institution, Les redrafted all of the loan documents to meet securitization guidelines and used various other closed transactions to provide model documents to best protect the lender in the issuance of the last large CMBS transactions consummated prior to the financial crisis. He has also helped to structure and prepare initial documentation for the securitization of mortgage loans and Real Estate Mortgage Investment Conduits (REMICs), including various forward delivery structures utilizing specially modeled swaps, and large programs involving the securitization of unrated bonds secured by mortgage loans, representing MBIA Insurance Corporation. Public FinanceLes has served as counsel to issuers, underwriters, institutions, credit enhancers, and purchasers involving all aspects of public finance. He has particular knowledge in the housing, health care, economic development, and energy finance areas as well as extensive experience in assisted living/senior housing, debt restructurings, education, infrastructure, international, not-for-profit, and privatizations. He is experienced in the securitization of pools of unrated tax-exempt multifamily housing bonds. He worked on nearly 50 bond financings aggregating to approximately $1.8 billion of tax-exempt and taxable bonds for the New York City Housing Development Corporation. Les was also involved in the state of Connecticut’s first issuance of residual interest bonds and New York state’s first variable rate, multimodal financing. He also handled the following unique multifamily housing transactions in New York: the largest multifamily pooled financing; the first take-out financing of a bankruptcy project; all of the transitional housing facilities for the homeless, and the first two bond bank deals. Les successfully completed six financings for an innovative homeless program. The bond proceeds from these financings are being used to provide financing for the costs of constructing and equipping approximately 600 residential units for occupancy for homeless facilities in New York state. He recently closed a complicated private placement for a parking garage involving a for-profit subsidiary of a hospital through the federal bail-out recovery zone legislation enacted to stimulate the weak economy. He also represented the joint venture between Bank of America, N.A. and The Durst Organization to develop, finance, and restructure Bank of America’s new $1.2 billion New York City headquarters building and was instrumental in structuring this complex Liberty Bond financing. Bankruptcy, Financial Restructuring, and Work-OutsLes serves as a bridge between the real estate, finance, and bankruptcy groups in workouts of real estate, finance, and securitization transactions. Les worked on various restructurings which included, inter alia, the closing of the “open” pooled nature of various programs, issuing auction rate securities and providing for a blanket securitization letter of credit for those projects in construction. He has worked on several workouts of multifamily housing loan, tax credit, and bond transactions involving extensive negotiation with government issuers, Housing and Urban Development, bond funds, tax credit syndicators, borrowers, underwriters, bond counsel, credit enhancers, trustees, and lending institutions. Currently, he is representing Fannie Mae and Freddie Mac in the purchase by the US Department of Treasury of $13.5 billion of GSE securities backed by a portfolio of bonds, and bond liquidity and credit enhanced multistate pooled single family and multifamily transactions of $8 billion, the major US initiative to deal with the current housing crisis. These transactions involved approximately 115 state and local governmental issuers. He just consummated the settlement of a structured finance investment with a large foreign banking institution. The case, which involved claims of improper administration of the investment redemption request on the securities as well as failure to substitute the failing underlying securities, had been before the US District Court of the Southern District of New York and JAMS. Another case involving arbitration of a real estate loan with a dispute on appraised value is before two federal district courts and the American Arbitration Association. He also took the lead in a pre-pack bankruptcy involving two securitizations and worked on all real estate and finance related matters in the Section 363 bankruptcy sale of 12 single family housing developments containing approximately 150 homes from the second largest single family housing developer in New Jersey. EnergyLes handled numerous energy transactions involving electric generation and micropower electric generation, energy efficiency financings, fuel hedging, resource recovery, renewable energy, solid waste disposal, and transmission facilities. He worked on several series of tax-exempt bonds involving Ogden Martin for mass burn solid waste disposal, resource recovery and electric generation facilities. The initial transaction was one of the first of this type of financing in the nation. He also worked on the first short-term option certificate program, which involved tax-exempt energy, utility, and pollution control bonds purchased on the secondary market. Les completed the original issuance of bonds for a local industrial development agency for a resource recovery facility and the subsequent conversion of these bonds from a floating to a fixed interest rate. Les assisted a federal governmental entity in the negotiation of a $1 billion fuel hedging arrangement with various large commercial banks. In addition, he represents a large energy company in its acquisition of energy reserves in the United States involving Native American Tribes. Les also represents an energy company in its financing of a $500 million solar energy farm in the Pacific Northwest, and a company on the financing and power purchase agreement negotiation relating to the generation of wind power along an Interstate highway in the Midwest. Infrastructure and PrivatizationIn order to deal with the tremendous increase in traffic over its three international bridge crossings due to the enactment of the United States-Canada Free Trade Agreement, the Niagara Falls Bridge Commission developed a 30-year expansion program. Les assisted in the securing of both federal and state tax-exempt status for the Commission’s bonds through the enactment of the Intermodal Surface Transportation Efficiency Act (“ISTEA”). This deal was selected by the Institutional Investor as one of the four “deals of the year.” He also represented the Multi-Purpose Stadium Authority of Lackawanna County in its financing for the design, construction, and equipping of a multipurpose stadium facility located in Lackawanna County, Pennsylvania. The stadium, with a seating capacity of approximately 10,380, with expansion to approximately 12,500 for field seating, is now the home to the Scranton Wilkes-Barre Yankees, a Triple A affiliate of The New York Yankees. He worked as special privatization counsel to the New York City Economic Development Corporation with respect to the disposition of Coney Island, Elmhurst, and Queens Hospitals. This transaction was one of the largest and most complicated privatizations ever undertaken in the United States. Health CareLes has more than 20 years of experience with the state of New York’s health care financing authorities. As bond counsel and underwriter’s counsel to the Dormitory Authority of the State of New York and its predecessor, the New York State Medical Care Facilities Finance Agency, he has worked on over 50 financings aggregating over $2 billion. He assisted the city of New York with its financial crunch by completing the issuance of nearly $600 million in Health Facilities Revenue Bonds. This transaction helped save New York City approximately $50 million. He worked as bond counsel on one of the first publicly financed AIDS facilities in the country and on the first industrial development agency hospital financing under the IDA Reform Act. He represented a fund on a $2 billion health care receivables transaction with Genesis HealthCare Corporation. This transaction, which ultimately closed with another purchaser, revolved around the acquisition and financing of over 200 skilled nursing facilities and assisted living residences around the country. He also worked on a pooled bond financing for nine AIDS adult day care facilities mostly for facilities located in New York City, with security provided by the State of New York Mortgage Agency. In addition, he handled the sale of two failed nursing homes in Connecticut. InsuranceLes recently consummated the settlement of an insurance-linked securities investment with a large foreign banking institution where the underlying life settlement fund had been unwound. The case involved, among other things, the failure to substitute the failing underlying fund with another fund due to failure to meet pool diversification and asset thresholds. This case was before the US District Court of the Southern District of New York and a former judge mediator. He represented Fannie Mae and Freddie Mac in the provision of liquidity and credit enhancement in a $8 billion program requiring Les to draft many of the template documents for the program, and assisted in overseeing the implementation of this program. Also, he worked with MBIA Insurance Corporation on its securitizations of tax-exempt bonds and timber focusing on issues relating to these new asset classes and the impact on the insurance agreements and the related surety bonds. Publications, Presentations, and RecognitionsLes has spoken on topics such as not-for-profit financings, health care finance, privatizations, senior housing, general finance transactions, and due diligence. He has also focused on Securities and Exchange Commission rules concerning disclosure, underwriter confirmations, and electronic distribution. EducationUniversity of Pennsylvania, The Wharton School , BS University of California at Los Angeles School of Law , JD Anderson Graduate School of Management at the University of California |
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1050 Connecticut Avenue, NW
Washington, DC 20036-5339
T202.857.6000 F202.857.6395
1675 Broadway
New York, NY 10019-5820
T212.484.3900F212.484.3990
555 West Fifth Street, 48th Floor
Los Angeles, CA 90013-1065
T213.629.7400F213.629.7401
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