Benjamin Kajer

Ben represents all types of lenders and borrowers in complex financing facilities and structured lending transactions, including:

• Commercial real estate lending.
• Borrower-side real estate financing.
• Asset-based lending.
• Traditional commercial lending.
• Mezzanine finance.
• Unsecured lending.
• Real estate acquisition and development.

Ben structures, negotiates and documents a variety of finance transactions on behalf of mezzanine debt investors, banks and other financial institutions. He concentrates a significant amount of his practice on the representation of banks and other financial institutions in connection with senior and subordinate credit facilities, construction loans and other asset-based loans. He likewise dedicates a substantial amount of his practice towards representing borrowers in connection with acquiring and financing real property. Ben’s representation of borrowers in the commercial real estate context spans a broad spectrum of general real estate uses, including commercial, industrial, residential, multi-family and mixed-use developments.

Complex Mezzanine, Subordinated Debt and Capital Markets Financing Transactions 

• Borrower and guarantors’ counsel in a structurally-subordinated financing transaction whereby borrower obtained over $40MM in senior and mezzanine financing on a non-recourse basis for the purpose of constructing luxury apartments. In addition, managed deal matters for the cross-functional team serving this client and was responsible for deal strategy and coordination.
• Mezzanine lender’s counsel for client who had exercised its takeover rights on one of its borrowers, assisting client in forming SPE affiliate to purchase real property and construct a new industrial machinery production facility. Successfully represented the SPE affiliate in acquiring property, entering into a related party lease (which included rent holdback provisions in a default scenario), obtaining construction financing for purposes of developing new hydraulic inputs production facility, and obtaining the necessary consents from the borrower’s senior lender.
• Mezzanine lender’s counsel on $5MM subordinated debt financing of aluminum production company, assisting client in assessing company’s organizational structure for purposes of deal strategy and acquisition of equity in the company, as well as supplementary convertible debt.
• Represented private equity fund in a $11MM acquisition of a loan portfolio comprised of approximately 160 nonperforming commercial loans.
• Represented private equity fund in non-traditional lending facility to hospitality company experiencing financial distress, for purposes of financing hotel operations.
• Represented private equity fund in making $4MM subordinated debt facility to artificial sweetener company.
• Represented private equity fund in obtaining $12MM of senior and subordinated financing to acquire a business services and 3D printing company, which also included seller notes and subordination transactions.
• Represented mezzanine lender in $8MM subordinated debt facility to company providing mental health services.

Borrower Representation 

• Represented borrower in $300MM REIT financing involving the submission of various industrial real property across the country into a borrowing base on a non-recourse basis. The transaction involved various syndicated lenders.
• Represents various student housing SPE borrower entities and guarantors in transactions for obtaining acquisition, development, and construction loans for the purposes of owning and operating student housing facilities and student housing/mixed use complexes across the country. These loan facilities include both non-recourse and recourse loans, and have been offered by various lenders, including (i) Fannie Mae and Freddie Mac for the purpose of securitizing these loans, (ii) institutional lenders, and (iii) non-traditional bridge financing lenders.
• Regularly represents real estate and developer SPE borrowers and affiliate non-recourse guarantors in obtaining acquisition and construction financing for various types of real estate transactions across the country, including industrial, retail, investment property, residential and mixed-use construction projects, both in the recourse and non-recourse context. Loan sizes on these transactions typically range from $5MM to $25MM and include various types of lenders (community banks, nationwide institutional lenders, non-traditional lenders, etc.). Certain examples include:
  • Represented SPE borrower and affiliate guarantor in obtaining a $10MM development loan to facilitate redevelopment of real property damaged in a casualty event. The facility involved certain nuances specific to a non-traditional lender that anticipated securitizing the loan in a CMBS-type securitization.
  • Represented corporate borrower in connection with the origination of a $20MM loan for purposes of constructing apartment complex and facilitating the resale of said complex.
  • Represented borrower in obtaining $12MM financing facility for leveraging existing loan portfolios acquired pursuant to loan sale agreements and consisting of loans to individual and commercial borrowers.
  • Represented investment borrower in obtaining $9MM loan facility for purposes of horizontal real estate construction development.
  • Represented corporate borrower in refinancing of $15MM real estate loan facility with non-traditional, insurance company lender for non-recourse loan facility.
  • Represented borrower in obtaining senior and subordinated debt facilities for the purposes of acquiring industrial manufacturing company.

Commercial Lender Representation 

• Frequent representation of national lenders in finance transactions secured by real property across the country. These real estate and construction loan facilities have included construction loans, borrowing base loans, and real estate term loans, and have financed everything from the construction of hotels, waterparks and car dealerships to the acquisition of multi-site commercial properties – involving both recourse and non-recourse transactions. More recent transactions within this category are described in more detail below:
  • Represented lender in extending a $20MM loan secured by developmental real estate in Arizona. The facility took the form of a “Borrowing Base” loan, whereby borrower had the flexibility to submit eligible real property into the Borrowing Base for the lender to lend against, and incorporated “Release Price” concepts that accommodated the sale of those parcels upon development/sale to consumers.
  • Represented lender in making a $10MM construction loan to borrower for purposes of acquiring real property and constructing a hotel thereon. This transaction involved significant nuance as it included a 1031 exchange, various leasehold mortgages, and a complex organizational structure.
  • Represented lender in extending a $30MM loan for purposes of acquiring and construction luxury condominiums in Florida. Advised lender on recourse rights under condominium documents and ensured rights were not inhibited by the structure of a unique Condominium Declaration. Coordinated efforts with title company and local counsel to ensure all state requirements regarding documentary stamp taxes and other local customs were complied with.
  • Lender’s counsel in connection with the origination and closing of four construction loans totaling over $12MM to corporate borrower for the purpose of constructing multiple gas stations.
  • Represented national lender in connection with the origination and closing of a $4MM construction loan used for purposes of constructing a rural hospital.
  • Lender’s counsel in connection with the origination and closing of a $8MM loan facility secured by a mortgage on a semi-truck retail facility in rural Minnesota.
  • Lender’s counsel in connection with the origination and closing of a $13MM loan refinance of a retail shopping mall and, in connection with refinancing, negotiated several SNDAs with national retail tenants.
  • Lender’s counsel for a large, regional bank in connection with a $18MM term loan secured by a mortgage on a 140-unit senior living facility.
• Extensive experience running transactions for national and regional commercial lenders advancing loans typically ranging from $5MM to $25MM to corporate borrowers across the country, often with paralegal support on expedited timelines. A few of the more recent transactions are described below:
  • Represented lender in multi-loan facility for automobile manufacturing borrower secured by borrower’s assets, including construction equipment, and mortgages on multiple manufacturing facilities in various states.
  • National lender’s counsel on asset based lending transaction to liquor and rare meat distribution company.