Thomas R. Fileti

Thomas R. Fileti

Education

Cornell University (A.B., 1978)
University of Pennsylvania Law School (J.D., 1981)

Bar Admissions

California

Tom Fileti is the co-chair of the firm's U.S. Real Estate Group. He represents a broad spectrum of clients in connection with investments in, and the financing, development, operation, and disposition of, real estate assets in California and throughout the U.S.

Mr. Fileti’s practice emphasizes real estate finance transactions and credit facilities of all types; transactions involving REITs; acquisition and disposition of real estate assets, loans, and portfolios; matters involving the financing, acquisition, operation, and disposition of hotels and resorts; real estate joint ventures and other equity investments; credit lease transactions involving corporate real estate assets; and workouts, restructuring, and the exercise of remedies with respect to problem loans, troubled joint ventures, and other problem real estate investments. He has also represented clients in connection with real estate aspects of transactions involving utility station sites and corridors.

Mr. Fileti regularly represents financial institutions and other clients in connection with syndicated credit facilities; A/B notes and participation arrangements; mezzanine financing; and intercreditor and co-lender arrangements related to the financing of major office, residential, retail, hospitality, and mixed-use projects.

Mr. Fileti’s REIT practice includes such matters as representing REITs and contributors in connection with tax deferred roll-up transactions involving the receipt of common and custom-tailored preferred operating partnership units; representing clients selling projects to REITs in taxable transactions involving cash consideration or REIT securities; representing lenders providing financing to REITs for working capital and acquisition or development lines; and representing REITs in connection with joint ventures, purchase and sale transactions involving individual projects and portfolios, development projects, credit facilities, mortgage and mezzanine loan investments, and other matters.

Mr. Fileti is a member of the American College of Real Estate Lawyers and of the National Association of Real Estate Investment Trusts. While attending the University of Pennsylvania Law School, he was elected to the Order of the Coif.

Representative Matters

  • Represented Equity Residential in connection with its joint acquisition, with AvalonBay, of the assets of Archstone from Lehman Brothers, involving a valuation (including assumed indebtedness) in excess of $16 billion.
  • Represented UDR, Inc. in connection with a series of joint venture transactions with Metropolitan Life Insurance Company, relating to the acquisition or development of multi-family assets in California, New York, Texas, and other locations valued in excess of $2 billion.
  • Represented UDR, Inc. in connection with agreement by Home Properties, L.P. to contribute apartment projects in the Washington, D.C. metropolitan area valued at in excess of $900 million, in exchange for cash, assumption of debt, and limited partner interests in a “down-REIT” partnership that UDR formed and to which UDR contributed additional real estate projects having a value in excess of approximately $1.2 billion.  This contribution transaction was part of an overall transaction among UDR, entities controlled by Lone Star Funds, Home Properties, L.P., and its general partner Home Properties, Inc., valued at approximately $7.6 billion.
  • Represented the general partner of 16 different real estate partnerships in connection with the contribution by that partner to a REIT’s operating partnership of its partnership interests in the partnerships, concurrently with the tender offer by the REIT for the partnership interests owned by all limited partners, in a transaction involving apartment projects valued at approximately $400 million.
  • Represented seller in connection with the sale of four Luxury Collection hotels to Starwood Lodging Trust for $350 million.  Consideration for the transaction consisted in part of cash and in part of stock in Starwood Lodging Trust.
  • Represented Genentech, Inc. in connection with various lease financing transactions aggregating over $1.38 billion for the acquisition or construction of office buildings, pilot plants, and other manufacturing facilities.  These transactions included a $520 million lease financing, the primary source of funding for which was a “single issuer” commercial paper program that was secured by condominium units created through the vertical subdivision of Genentech’s Vacaville, California manufacturing campus.
  • Represented borrowers affiliated with Global Logistic Properties in connection with several CMBS financing transactions (consisting of mortgage, senior mezzanine, and junior mezzanine financing tranches) aggregating in excess of $2.85 billion and secured by a total of 271 industrial and logistics properties located throughout the U.S. which were obtained in connection with the acquisition of the properties from Industrial Income Trust through a merger transaction valued at $4.55 billion. 
  • Represented Wells Fargo Bank as arranger and administrative agent in connection with $580 million in syndicated acquisition financing to a joint venture between affiliates of Douglas Emmett, Inc. and Qatar Investment Authority in connection with the joint venture’s acquisition of a portfolio of office projects in the Westwood district of Los Angeles from affiliates of the Blackstone Group for $1.34 billion. 
  • Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $750 million provided to Four Corners Operating Partnership, LP, the operating partnership of Four Corners Property Trust, a REIT then being formed, in connection with spinoff and leaseback of real estate assets (consisting of 424 restaurant locations) by Darden Restaurants, Inc., secured by a pledge of ownership interests in the subsidiaries of Four Corners Operating Partnership, LP that acquired the real estate assets.
  • Represented Hypothekenbank Frankfurt (formerly known as Eurohypo, A.G.) in connection with the disposition of portfolios of mortgage loans, mezzanine loans, and participation interests in mortgage and mezzanine loans, in separate transactions to Wells Fargo Bank, to a real estate opportunity fund sponsored by Blackstone, to JPMorgan Chase Bank and to SunTrust Bank.  The aggregate consideration in connection with these dispositions exceeded $1.7 billion.
  • Represented administrative agent for senior lenders in connection with default by borrower on $180 million construction loan for construction of luxury hotel in Paradise Valley, Arizona, appointment of receiver, forbearance agreement, foreclosure, inter-lender disputes, disputes with hotel manager related to performance guaranty payments due under hotel management agreement, evaluation of issues associated with bankruptcy of mezzanine lender (Lehman Brothers), and ultimate disposition of the project. 
  • Represented co-arrangers and agents of senior construction loan for $700+ million mixed-use project in Flushing, Queens, in connection with structuring and documentation of solutions dealing with default by borrower; in connection with failure of mezzanine lender to fund its share of advances at the height of the financial crisis in 2009; in connection with litigation commenced by mezzanine lender against the administrative agent; in connection with litigation commenced by one of the senior lenders against the administrative agent; and in connection with several restructurings of the loan.

The Daily Journal selected Mr. Fileti as one of the Top 100 Lawyers in California, and also as one of California’s top 25 real estate transactional lawyers, in 2013. He is also recommended by Chambers USA 2017, Legal 500 US 2017, Best Lawyers In America 2018, Who’s Who Legal 2017, and Super Lawyers 2017.

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