Finance & Capital Markets

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.

Served as counsel to Official Committee of Unsecured Creditors of one of the largest real estate mortgage fraud and Ponzi scheme cases in the region.

Regularly represent developers, owners, commercial landlords and tenants, REITs, private equity and venture capital groups, builders and management companies in commercial disputes throughout the D.C. metropolitan region.

Represented equity investor and debt purchaser in multiphase townhome/retirement community development in Maryland.

Successfully defended financial institution in breach of contract, fraud, and unjust enrichment lawsuit brought by individual borrower facing foreclosure in Fairfax County Circuit Court. Obtained dismissal of the lawsuit with prejudice.

Advised an infrastructure development, management, and operations firm in the acquisition of legacy wind power generation assets, including assessing the risk of contamination liability, advising on appropriate contract protections, and evaluating requirements regarding species protection issues.

Advised an international financing and investment firm, with significant experience in the renewable energy sector, understand and evaluate the risks involved in providing development financing to a major offshore wind energy project. Work included advising on the state public service commission’s approval of offshore renewable energy credits, conducting due diligence on local, state and federal permitting, licensing, and process for obtaining the energy credits.

Advised a global infrastructure investment manager on strategic power generation and infrastructure investments, including both developmental stage and operational projects, focusing on current and legacy environmental site conditions, contamination, permitting, regulatory compliance, and land use issues.

Represented a private equity firm with investments in several waste-to-energy facilities, including assessing environmental site conditions and addressing permitting issues related to the handling and management of solid wastes.

Counseled real estate investment trust (REIT) clients regarding environmental and land use due diligence for various real estate portfolio transactions involving numerous properties, including acquisitions of industrial, truck stop and gasoline station, office, hotel, and senior living properties.

Successful representation of corporations and private equity sponsors in stockholder actions challenging multimillion and multibillion dollar transactions.

Representation of majority owner in sale of stock in software integration and technology management business for the U.S. Military.

Represented a lender in a suit by its borrower challenging the validity of a foreclosure sale of property in North Carolina.  The Court dismissed the case under the Rooker-Feldman doctrine, which bars a federal court from considering issues previously raised and decided in state court.