Les Jacobowitz

Partner
Les is a partner in the New York office.
Les Jacobowitz, partner

Les has over 30 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 lending, securitization, real estate, public finance, not-for-profit, health care, restructuring, energy & environment, and infrastructure & privatization financing areas and related litigation.

He represents clients in diverse transactions involving commercial and economic development, nursing homes, hospitals, assisted living facilities, airports, university and student loans, and multifamily and single family housing.

Special Recognitions

In November 2011, he was named in the annual rankings of The Financial Times for his standout innovative work with Fannie Mae, Freddie Mac, The Federal Housing Finance Agency 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.

Most recently, he received the Marc L. Fleischaker Pro Bono Award for his work helping the Center for New York City Neighborhoods launch its New York State Mortgage Assistance Program (MAP) with the Office of the New York State Attorney General.  MAP is a loan assistance program funded from the bank settlements stemming from the 2008 financial crisis and targets families trying to avoid foreclosure.

Bank Financing & Securitization

Les is experienced in financings involving asset-backed securities (ABS), collateralized debt obligations (CDOs), collateralized loan obligations (CLOs), and commercial mortgage-backed securities (CMBS), representing issuers, investment banks, funds, liquidity banks, and credit enhancers. He helped form the first trust certificate program securitized by low income housing bonds. Les also helped establish the first short-term option certificate program secured by outstanding debt, and securitizations relating to new asset classes such as television rights and timber revenues.

He recently represented 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 successful US initiatives dealing with the recent housing crisis. For both programs, Les drafted many of the template documents and assisted in overseeing program implementation. These transactions involved nearly 100 state and local governmental issuers.

Real Estate

Les assisted Silverstein Properties in the $1.6 billion financing of 3 World Trade Center involving three (3) separate layers of debt and complicated security provisions, including a partial backstop guarantee from The Port Authority of New York and New Jersey, as well as blending bond and CMBS structuring into one transaction. This was the largest unrated tax-exempt transaction ever done, where he represented large mutual funds, real estate funds, and opportunity funds. He had a similar role in the American Dream retail/entertainment project in New Jersey - planned to be one of the largest retail centers in the country.

Public Finance

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 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.

Bankruptcy, Financial Restructuring & Work-Outs

Les serves as a bridge between the real estate, finance, and bankruptcy groups in work-outs 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, and unwinding of securitization programs. He has worked on several work-outs of multifamily housing loan, tax credit, and bond transactions involving extensive negotiation with government issuers, US Department of Housing and Urban Development (HUD), bankruptcy trustees, bond funds, tax credit syndicators, borrowers, underwriters, bond counsel, credit enhancers, bond trustees, and lending institutions.

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.

In 2013, Les prepared an in-depth analysis of Puerto Rico that presaged the significant financial troubles relating to its $70 billion in debt and $30 billion in pension liabilities. This included an analysis of (i) the constitutional and statutory framework governing the Commonwealth as a territory, (ii) general obligation and cofina bonds and the nature of their priorities, (iii) various other Commonwealth bonds including those subject to clawback, (iv) pension, pension bonds and OPEBs and (v) the role of GDB in Commonweath financing.

Litigation: Finance & Real Estate

Over the years and, in particular, during the financial crisis, Les has been asked to assist in cases involving real estate lending, bond financing, swaps and securitizations.

Les facilitated the settlement of a structured finance investment with a large foreign banking institution where the underlying fund had been unwound. 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, triggered by lack of pool diversification and shortfalls in asset thresholds, 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 was before two federal district courts and the American Arbitration Association. Les served as both a fact witness, as well as an expert witness, with respect to real estate lending banking practices. In the proceedings, he acted as general counsel to the company overseeing the entire litigation/arbitration process, including brief preparations, AAA panel selection, discovery, deposition prep, and settlement negotiations.

He assisted a municipal entity with the Securities and Exchange Commission’s litigation of improper securities disclosure by the municipality providing an analysis that highlighted the SEC’s significant weaknesses in the case.

Energy & Environment

Les assisted a federal governmental entity in the negotiation of a $1 billion fuel hedging arrangement with various large commercial banks.

Les currently represents governmental entities in its development and financing of the largest wind project in the nation, and a private company on the development and financing relating to the generation of wind power in the West.

Due to water shortages in the eastern part of the State of Washington, especially due to recent climate changes, the State and the US Department of the Interior approved the Yakima River Basin Integrated Plan to enhance the State’s reservoir system. As part of the effort to get all stakeholders to agree to the Plan, the environmental community and the Yakama Nation Tribe required that 50,000 acres of environmentally sensitive land be acquired by the State and set aside so as to mitigate the environmental impact of the water reservoir aspect of the Plan. Les was instrumental in assuring that the acquisition and the related $97 million financing was completed, working with the State’s Department of Ecology, Department of Natural Resources, Department of Fish & Wildlife, Treasurer’s Office, Legislature, and Governor’s Office, as well as the lead not-for-profit organization involved in the acquisition.

Infrastructure & Privatization

In 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).

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 Care

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 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.

Nonprofit

Over the years, Les has represented numerous not-for-profit corporations supporting their corporate, tax, and financing needs. He worked with an entity selling and restructuring a portfolio of four (4) multifamily housing projects, two (2) of which had failed HUD REAC scores. He has also assisted numerous not-for-profit entities in their debt restructuring efforts with their various lending institutions.

Les represented The Center for New York City Neighborhoods (Center) in its lead role for provision of counseling services to New York City residents impacted by Hurricane Sandy. In this representation, he has had to negotiate the subcontract between the Center and the overall prime contractor for Hurricane Sandy relief for the City as well as sub-subcontracts with various entities providing direct counseling services to residents due to the magnitude of the counseling relief required, all in conformity with the prime contract.

In addition, the firm is assisted the Center in the launch of its New York State Mortgage Assistance Program (MAP), a loan assistance program targeting families trying to avoid foreclosure. MAP is an enhancement of the Attorney General’s Homeowner Protection Program (HOPP), which provides struggling borrowers with free legal and housing counseling services. Since its launch in October 2012, the three-year, $60 million HOPP program has served more than 28,000 homeowners across the State and is funded, in part, from mortgage securities settlements stemming from the 2008 financial crisis. The national mortgage securities settlement involved the nation’s five (5) largest mortgage servicers, earmarking a minimum of $17 billion for nationwide homeowner relief.

Awards

Awards

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