Finance & Capital Markets

Miles & Stockbridge lawyers were appointed as substitute trustees in connection with a foreclosure proceeding on a $95 million loan secured by a Washington office building, following the departure of a co-working tenant that had occupied the entire first floor. The foreclosure was filed by an affiliate of a major alternative asset manager against the building's owner.

Miles & Stockbridge served as local counsel for an investor advocacy organization that has moved to dismiss a federal securities enforcement action against a major global cryptocurrency exchange.

Miles & Stockbridge defended insurance company entities in a lawsuit alleging more than 300 insurance companies violated the False Claims Act by failing to reimburse payments by private health insurers that participate in the Medicare and Medicaid programs.

Advised Merritt Properties and helped secure a $750 million strategic investment led by global investment firm Centerbridge Partners, positioning the privately held commercial real estate leader for its next phase of growth.  For decades, Miles & Stockbridge has served as a trusted legal advisor to Merritt, supporting the company's growth across its business. Building on that longstanding relationship, the firm advised Merritt through this transformative transaction, helping the company navigate complex corporate, financing, tax and regulatory issues while advancing its long-term business objectives.

Represented a cybersecurity and IT services provider serving credit unions and nonprofits in its acquisition by an IT services platform managed by a private equity firm for consideration of up to $30 million. The transaction included cash, rollover equity, an earnout and employment agreements, with workstreams covering corporate, tax, benefits (including a phantom equity plan), labor and employment and privacy/CUSO matters.

Represented the majority owner of a U.S.-based manufacturer of equipment for the power industry in selling its stake to the minority owner after more than two years of cross-border negotiations. The transaction navigated U.S., German and Mexican legal perspectives on issues such as anti-sandbagging provisions, with diligence supported by a virtual data room hosting nearly 70 participants and more than 300 written questions.

Miles & Stockbridge successfully represented an unsecured creditor in a fast-tracked Chapter 11 bankruptcy proceeding involving a climate-data software company. Through strategic questioning during the initial hearing and a comprehensive two-week discovery process, the firm challenged the proposed reorganization plan and negotiated a resolution that resulted in the client recovering 150% of the initially expected distribution. The outcome was particularly notable, as it is extremely rare for an individual unsecured creditor to successfully alter a fast-tracked bankruptcy plan and secure improved terms.

Advised a mortgage lender on the FHA-insured refinancing of a 30-unit affordable senior and disability housing development in Massachusetts owned through a joint venture with a state housing finance agency. The team reviewed restrictive covenants preserving low-income housing affordability and renewed a Section 8 HAP contract, closing the transaction on time despite limited HUD availability during a federal government shutdown.

Advised a mortgage lender on a $37.2 million HUD Section 207/223(f) refinancing of a 150-unit affordable senior housing community in Northwest Washington, D.C. The transaction was supported by a new Mark-to-Market HAP contract extending project affordability for approximately 26 years and required coordination with District of Columbia agencies, the subordination of nine commercial leases and a cell tower lease, and the resubordination of existing restricted covenants.

Represented a mortgage lender in closing a $27.4 million FHA-insured loan to preserve 164 units of affordable senior housing across three sites in Washington state. Executed under HUD's RAD for PRAC conversion program, the transaction replaced existing HUD-held financing with HUD-insured financing and a 20-year Section 8 contract, and required the subordination of three existing state and county loans alongside the simultaneous funding of a new $1 million city grant.

Miles & Stockbridge assisted a regional bank in financing a company's acquisition of a fire-rated duct product line from a Canadian manufacturer. The acquisition expanded the buyer's business in Canada and led to the opening of a new manufacturing facility.

Miles & Stockbridge counseled an automotive group in its acquisition of a Toyota dealership with two Virginia locations. The transaction is the latest in a series of dealership acquisitions the firm has handled for the client dating back to 2017, when the firm assisted in forming the underlying joint venture that launched the automotive group.

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.