REPRESENTATIVE TRANSACTIONS

OF

E. MARTIN COCHRAN 

Representative Transactions acting as Primary Counsel for the Project: 

Real Estate Transactions: 

1. Represented the sponsor and developer in a $130 million acquisition and development deal acquiring an existing building on the West Coast for redevelopment as a hotel. Handled all acquisition negotiation, due diligence, and entity structuring. Negotiated and drafted joint venture agreement, development terms, construction contracts and equity financing with large real estate private equity company. 

2. Represented the sponsor and developer in a $120 million development deal for ground up development in the Mountain West of a multi-unit residential complex. Handled all acquisition negotiation, due diligence, entity structuring and construction contracts. Negotiated and drafted joint venture agreement, development terms, and equity financing with large real estate investment fund. 

3. Represented the sponsor and developer in a $70 million development deal for ground up development in the Mountain West of a mixed-use office and retail complex. Handled acquisition negotiation, due diligence, and entity structuring. Negotiated and drafted joint venture agreement, development agreements, construction contracts, and construction financing with the lender. 

4. Represented a hospitality company in the acquisition of a $160 million portfolio of hotels for which the hospitality company held management rights and equity investment. Negotiated and drafted joint venture agreements with private equity investor, negotiated and drafted purchase agreement and acquisition documentation, negotiated and drafted hotel management agreements for each property, performed acquisition due diligence, and negotiated financing documents with the lender. 

General Business Transactions

1. Represented a technology company (a subsidiary of an international publicly traded company) in the merger and acquisition of a competing technology company. Negotiated and drafted the required entity restructuring, merger agreement, key employee agreements, buy-sell agreements, new SaaS vendor agreements, and required international disclosures for public parent. 

2. Represented a healthcare company from start-up phase, through growth and eventual sale. Created entity and corporate structure, drafted employee contracts and drafted policy and procedure manual required for Medicare certification. Represented the company in Medicare federal and state certification. Negotiated and drafted all acquisition agreements and corporate restructure documents for sale of the company.

 

3. Represented a company (a subsidiary of an international publicly traded company) in the purchase of an existing entity which held substantial real property assets. Negotiated and drafted the required acquisition purchase documentation; negotiated assumption documents with existing CMBS lender and mezzanine lender; negotiated and drafted joint venture agreement with large private equity company; and drafted required international disclosures for public parent. 

4. Represented a Fortune 500 company in management of its portfolio of over 200 commercial leases worldwide for office and industrial space. Drafted and negotiated new leases, negotiated terminations of and amendments to existing leases, managed local counsel with respect to international leases and provided legal representation for the real estate department with respect to the entire leasing portfolio.

 

Lending Transactions:

 

Lender Representation: 

1. Represented a lending institution as the agent for a syndication of lenders with respect to a $675 million syndicated lending facility for a grain cooperative in the South, which facility included revolving and term debt secured by real estate, equipment, and inventory. Represented servicing agent and acted as lead counsel for the lending group of three large lending institutions. Real estate collateral consisted of over 200 parcels in four states. Drafted and negotiated all loan documents and managed associates with respect to the required real estate due diligence. 

2. Represented a lending institution as the agent for a syndication of lenders with respect to an $85 million syndicated lending facility for development and operation of an ethanol manufacturing facility in the Midwest, which facility included revolving and term debt secured by real estate, equipment, and inventory. Represented servicing agent and acted as lead counsel for the lending group of three large lending institutions. Drafted and negotiated all loan documents and completed all due diligence with respect to collateral and governmental approvals. 

3. Represented a lending institution with respect to a $245 million lending facility for an agricultural borrower in the South, which facility included revolving and term debt secured by real estate, equipment, and inventory. Real estate collateral consisted of over 100 parcels in three states. Drafted and negotiated all loan documents and managed associates with respect to the required real estate due diligence. 

4. Represented a lending institution with respect to a $36 million operating line of credit for an agricultural borrower on the West Coast, which facility was secured by farm products and equipment. Drafted and negotiated all loan documents, including required intercreditor agreements with the applicable real estate lenders. 

Borrower Representation: 

1. Represented borrower in a $45 million construction loan for the development of a mixed-use office and retail complex in the Mountain West. Negotiated loan documents with the lender's counsel, drafted development agreements as required by the lender and provided required lender opinions. 

2. Represented borrower in a $35 million CMBS loan for a mixed-use office and retail complex in the Mountain West. Negotiated loan documents with the lender's counsel, restructured ownership for lender requirements with respect to bankruptcy consolidation protection and provided required lender opinions (including non-consolidation opinions). 

3. Represented borrower in a $25 million construction loan for the development of a multi-unit residential and retail complex in the Mountain West. Negotiated loan documents with the lender's counsel, drafted development agreements as required by lender and provided required lender opinions. 

4. Represented borrower in a $21 million construction loan for the development of a multi-unit residential and retail complex on the West Coast. Negotiated loan documents with lender's counsel, drafted development agreements as required by the lender and provided required lender opinions.

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