Finance & Capital Markets

Defended a financial services company during a federal investigation by the DOJ under the False Claims Act as well as inquiries by other government agencies and Congress. This “bet-the-company litigation” involved a claim of more than $1 billion. After a multi-year investigation, the government declined to intervene, and the case was dismissed. 

Maryland counsel to Alcentra Capital Corporation (NASDAQ: ABDC) attendant to merger with Crescent Capital, Inc. (NASDAQ: CCAP) 1

Counsel to special committee of American Realty Capital Global Trust II, Inc., a publicly-traded global real estate investment trust externally advised by AR Global, LLC, in sale/merger to/with Global Net Lease, Inc., and negotiation of termination of management agreement with AR Global, LLC.

Maryland counsel to American Tower Corporation (NYSE: AMT) in its acquisition of Coresite Realty Corporation (NYSE: COR).

Maryland counsel to Barings BDC, Inc. (NYSE: BBDC) attendant to acquisition of MVC Capital, Inc.

Maryland counsel to BlackRock Debt Strategies Fund, Inc. (NYSE: DSU) related to activist defense and corporate governance matters.

Maryland counsel to Brookfield Office Properties Inc. (NYSE: BPO) attendant to its acquisition of MPG Office Trust, Inc. (NYSE: MPG).

Maryland counsel to Capitala Investment Advisor in sale to Mount Logan Capital Inc.

Maryland counsel to Cedar Realty Trust, Inc. (NYSE: CDR) attendant to asset sale and follow-on merger with Wheeler Real Estate Investment Trust, Inc. (NYSE: WHLR)

Maryland counsel to Centerbridge Partners with respect to its acquisition of INDUS Realty Trust, Inc. (NYSE: INDT), as well as related financing, and continuing representation of INDUS Realty Trust, Inc.

Counsel to special committee of Cole Office & Industrial REIT, Inc. in its merger with CIM Real Estate Finance Trust, Inc. and termination of its external advisor.

Counsel to GSE Systems, Inc. (NASDAQ: GVP) in its sale to an affiliate of Pelican Energy Partners, LP.

Maryland counsel to KSL Capital Partners, LLC in connection with the acquisition by its affiliates of Hersha Hospitality Trust (NYSE: HT), in a go-private transaction.

Maryland counsel to MAIN Street Capital Corporation (NYSE: MAIN) with regard change in investment advisor for MSC Income Fund (formerly HMS Income Fund).

Counsel to special committee of Medalist Diversified REIT, Inc. (NASDAQ: MDDR) and Medalist Fund Manager, Inc. with respect to their exploration of strategic alternatives.

Maryland counsel to numerous BDCs and Closed-End Funds including Barings Private Credit Corp. (private BDC), Barings Capital Investment Corporation (private BDC), Palmer Square Capital BDC Inc. (private BDC), Steele Creeke Capital Corporation (private BDC), TriplePoint Venture Growth BDC Corp., TriplePoint Private Venture Credit Inc. (private BDC), Apollo Investment Corp., Barings BDC, Inc., MAIN Street Capital Corporation, MSC Income Fund, Oxford Square Capital Corporation, Oxford Lane Capital Corporation.

Maryland counsel to OHA Investment Corporation (NASDAQ: OHAI) attendant to merger with Portman Ridge Finance Corporation (NASDAQ: PTMN).

Counsel to special committee of Resource Apartment REIT III, Inc. in its merger with Resource REIT, Inc. and termination of its external advisor.

Maryland counsel to Sierra Income Corporation in its merger with Barings BDC, Inc. (NYSE: BBDC).

Counsel to Telos corporation (NASDAQ: TLS) attendant to its restructuring, initial public offering (IPO) and follow on offering.

Maryland counsel to the Blackstone Group attendant to numerous acquisitions and divestitures including sale of California real estate portfolio to Hudson Pacific Properties, Inc. (NYSE: HPP), acquisition of Strategic Hotels & Resorts, Inc. (NYSE: BEE), acquisition of BioMed Realty Trust, Inc. (NYSE: BMR), acquisition of portfolio from Hines Real Estate Investment Trust, Inc., proposed acquisition of LaSalle Hotel Properties (NYSE: LHO) (terminated), acquisition of Home Partners of America, Inc., and acquisition of Retail Opportunity Investment Corporation (NASDAQ: ROIC)

Maryland counsel to Triangle Capital Corporation (NYSE: TCAP) with regard to change in investment adviser and stock sale with Barings, LLC.

Maryland counsel to special committee of United Development Funding IV attendant to its sale to Ready Capital, Inc. (NYSE: RC)

Represented a Maryland-based CCRC in a refinancing of existing tax-exempt bonds utilizing a bank-placed tax-exempt loan during a period in which the CCRC was divesting itself of two facilities. This process involved colleagues from corporate mergers and acquisitions, healthcare, environmental and real estate (zoning) practices to facilitate the transition of a longstanding banking and lending relationship to a new banking partner.

Represented a specialized investment banking firm as underwriters' counsel in connection with nearly $240 million in tax-exempt and taxable bond financing for the development and expansion of three senior living communities. The complex transaction involved navigating dual bond issuers and both senior and subordinate bonds across two states, covering both existing facilities and undeveloped sites. The innovative financing structure enables nonprofit and for-profit sponsors to collaborate effectively, providing access to more affordable tax-exempt financing methods for senior living development.

Served as counsel to MEDCO in connection with issuance of $300 million-plus Private Activity Bonds Series 2016 for a light rail P3 project in Montgomery and Prince George’s Counties in Maryland. This was the first major P3 project under Maryland’s P3 legislation and was structured around availability payments from the Maryland Department of Transportation.

Served as bond counsel to MEDCO in connection with the Maryland Port Authority’s privatization and financing of the Seagirt Marine Terminal in Baltimore’s harbor, which is now operated pursuant to a lease and concession agreement.

Served as counsel to a company that owns, manages, and develops commercial, residential and mixed-use real estate throughout the country. Our representation consisted of handling TIF work for the master developer and majority land owner for the Downtown Columbia master plan and in connection with its redevelopment of a major shopping mall in Alexandria, Virginia.

Served as counsel on the development and financing of National Harbor, a 7,000,000-square-foot, mixed-used community along the Potomac River;

Served as counsel on the development and $171 million bond financing of a 400-room hotel, golf course, spa and resort in Cambridge, Maryland, by Hyatt Hotels Corporation.

Served as bond counsel and transaction counsel to MEDCO in connection with the Owings Mills Metro Centre TIF—the first transaction closed using the expanded authority of MEDCO to participate in TIF deals pursuant to legislation enacted by the Maryland General Assembly, which we played a lead role in drafting. We also served as counsel to MEDCO in connection with the Port Covington TIF in Baltimore City and a TIF for the redevelopment of Sparrows Point in Baltimore County.

Provided real estate, finance and bond counsel legal services for the Union Station Redevelopment Corporation (USRC). The vision for the next century of Union Station is to restore and modernize the station itself; develop more than three million square feet of office, residential, retail and hotel space in the air rights above the existing train yard into a world-class intermodal transportation hub; and create a new urban neighborhood that will bridge growing neighborhoods now separated by train tracks.

Represented the operator of a two-airport system that provides domestic and international air service for the mid-Atlantic region in connection with the enhancement of its procurement procedures, its internal bid protest process and in litigation related to the interpretation and implementation of its interstate compact and related statutes and leases, including with respect to jurisdictional issues arising out of the authority’s complex statutory and regulatory framework; specific disputes relating to construction, concession and other projects; and privilege issues regarding board proceedings before U.S. district courts in the Eastern District of Virginia and D.C., the Fourth Circuit Court of Appeals, the U.S. Supreme Court and Virginia state courts, including the Virginia Supreme Court.

Represented a data center infrastructure development company as local Maryland counsel in a deal to secure over $975 million in construction financing for the first phase of a major data center campus. The multi-phase development project involves the conversion of a former industrial site into a modern complex that will ultimately provide 2 gigawatts of power capacity. Our ongoing representation includes advising on additional financing arrangements for subsequent development phases.

Miles & Stockbridge’s Senior Living Services team was instrumental in representing underwriter HJ Sims in an approximately $473 million multi-tranche financing for the development of a rental senior living community in Irvine, California, the largest-ever single-site senior living bond issuance. The transaction involved senior municipal bonds offered publicly to accredited investors and qualified institutional buyers that were tax-exempt and federally taxable as well as two separate tranches of directly placed tax-exempt subordinate capital appreciation municipal bonds. JLL’s Capital Markets group arranged the deal for developer Harbert Bay South Partners; owner, P3 Foundation; and property manager, Momentum Senior Living. The community will include independent, assisted living and memory care units, multiple dining rooms, indoor pool and spa and therapy rooms, among other luxury amenities.

Maryland counsel to numerous real estate investment trusts (REITs), business development companies (BDCs) and closed-end funds in response to activist stockholders, contested election matters, proxy contests and bet-the-company litigation. Maryland counsel to BDC attendant to multiparty transaction involving sale of investment portfolio followed by strategic stock sale and investment management agreement with new investment advisor. Maryland counsel to private equity buyer of publicly-traded REITs, non-traded REITs and other Maryland corporations. Maryland counsel to private credit fund attendant to conversion to BDC. Maryland counsel to multiple publicly-traded Maryland corporations and their special committees in connection with strategic transactions. Counsel to external advisor to Maryland REIT. Maryland counsel to multiple REITs and BDCs in connection with follow-on offerings.

Counsel to Sev1Tech, LLC, a leading provider of IT modernization, cybersecurity and cloud services to both federal and commercial customers, attendant to its acquisition of Geocent LLC, an innovator in DevSecOps and engineering services, supporting critical missions across agencies.

Counsel to GSE Systems, Inc. (NASDAQ: GVP), a developer of high-fidelity simulation systems and provider of training and consulting solutions to the nuclear power industry, for its acquisitions of Absolute Consulting Inc., a provider of technical consulting and staffing solutions to the power industry, True North Consulting LLC, a provider of specialty engineering services to the nuclear power industry, and DP Engineering Ltd., a specialized provider of engineering services and solutions to the nuclear power industry.

Counsel to Telos Corporation (NASDAQ: TLS), an information technology and cybersecurity company, attendant to its initial public offer and follow-on offering.

Sale of Flywheel Digital, a digital marketing company specializing in the marketing and sale of consumer products on Amazon.com, in its sale to Ascential PLC (LSE: ASCL).

Counsel to Sylvan Learning, a global tutoring company and franchisor, with respect to its sale to Franchise Group Inc. (NASDAQ: FRG).

Sale of Base2, LLC, a company specializing in the design and development of cutting-edge cyber solutions across the domains of computer network operations (CNO), signals intelligence (SIGINT) and quick reaction capability, to BlueHalo, a portfolio company of Arlington Capital Partners.

A financial services client received a claim alleging sexual harassment against its president, a very high-profile member of the community and a major shareholder. Based on the allegations and other concerns, our client sought to terminate the president’s employment, but needed to do so in a way that did not do damage publicly and permitted a smooth transition to a successor. We assisted our client to bring the parties together and negotiate a successful resolution and transition. 

Secured a favorable settlement for a financial services company in an age discrimination case, brought by a former salesperson alleging leads were not distributed equally, before the EEOC. 

Reached a favorable settlement for a national credit counseling firm in a wage and hour class action pending in Arizona.

Represented debt management company in successfully obtaining summary judgment on two occasions against Errors & Omissions insurer, including (i) a ruling that the insurer was required to defend the insured under an E&O policy against a class action lawsuit alleging “wrongful acts” in connection with the insured’s debt management and credit counseling activities; and (ii) a ruling that a subpoena constitutes a “claim” under an E&O policy and that the claim was not barred by an exclusion for claims arising out of the prior class action lawsuit.

Served as trial counsel to a private equity firm and one of its portfolio companies in a coverage suit in which the U.S. District Court for the District of Maryland issued a judgment in favor of the policyholders in the amount of $62.7 million plus prejudgment interest, for a total of $87 million.  Also represented those clients through the successful affirmance of that judgment in the Fourth Circuit Court of Appeals.

Represented a national trust company, which was the trustee under a mortgage funding trust, in several bankruptcy cases.  We were hired on the eve of the deadline to object to confirmation of a joint plan that was not in the best interest of our client.  After several days of contested confirmation hearings, and contested hearings to determine the precise language in the confirmation order, we fully protected the interests of our client.  Subsequently, we represented our client in a contested hearing over whether a settlement, which was not in the best interest of our client, should be approved.  The Court agreed with our arguments, and did not approve the settlement. Our client was able to negotiate a favorable settlement with the debtors regarding the allowance and payment of its claims, which were subject to pending litigation in state court.  

Represented a national lender in a workout of multiple credit facilities involving term loans and lines of credit, which was secured by various pieces of real estate and UCC collateral. The borrower was a health care provider who has over 30 health care facilities. We represented our client in negotiating and documenting a restructure of the loan, which positioned the borrower to ultimately obtain refinancing and pay our client in full. The case involved a complex finance structure, and we also advised our client on lender liability allegations asserted by the obligors.

Represented private equity fund in acquisition and redevelopment of $38 million multifamily property in Florida.