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Practice Summary Jeffrey D. Carpenter has more than 20 years’ experience in banking and corporate finance, commercial real estate and finance, commercial workouts, and other business matters, representing a broad array of clients in both the private and public sector, including state and national banks and other institutional lenders, real estate investors and developers, both manufacturing and non-manufacturing business enterprises, and governmental and quasi-governmental entities, including numerous school districts.
Areas of Focus
- Banking
- Real Estate Law
- Commercial Transactions
- Mergers and Acquisitions
Representative Experience Banking and Corporate Finance
- Secured senior bank financing of leveraged management group purchase of robotics business division and related real estate and other assets of major Fortune 500 corporation, together with successive financings of new business acquisitions, inclusive of negotiation of applicable intercreditor agreements in connection with successive layers of mezzanine and subordinated debt
- Revolving loan facility secured, in part, through indirect pledges of uncertificated membership interests in US-based real estate investment trust
- Revolving loan facility secured through guarantees and pledges furnished by multiple revocable trusts
- Multiple tranche term loan facility, secured by assets of grantor retained annuity trusts, to finance short-term acquisition and sale of margin securities
- Representation of secured and unsecured standby and/or direct pay letter of credit providers in connection with various commercial development municipal bond financings
- Equipment financing transactions, including loan and leasehold financings
- Numerous other engagements in various cash flow and other secured and unsecured, revolving, and/or term financing transactions
Commercial Real Estate and Finance
- Representation of major metropolitan area school district in delivery of condemnation, relocation, development and related construction law services, resulting in successful completion of $150 million project for development and construction of five new public school facilities
- Representation of commercial property developer in connection with land acquisition, development and construction of combined warehouse/office facilities, together with phased cross-easements and associated governmental approvals
- Representation of metropolitan area school district in connection with complex project for development of $100 million high school facility, involving negotiation and implementation of land acquisition through pre-agreed condemnation process, as well as landmark litigation to overcome denial of critical municipal approvals
- Negotiation and documentation of complex, long-term commercial lease transaction for 32,000 square feet of office/warehouse space, inclusive of $1.7 million partially repayable leasehold improvement allowance for extensive redevelopment of leasehold premises
- Negotiation and documentation of lease and shared use agreements in connection with development of multi-million dollar middle school and community center project
- Acquisition term loan secured by multiple individual and trust guarantees, and by deed of trust on Colorado vacation property
- Term and revolving loan financing for development of Arnold Palmer-designed, 36-hole golf course located in Las Vegas, NV
- Construction financing for multiple phase development of Florida assisted and congregate living heath care facility
- Multiple engagements in wide array of construction lending projects, including owner-occupied, warehouse, office-warehouse, office, shopping mall, and other similar projects
- Special local counsel representation in national and international, real estate-based financing transactions with individual facility loan exposure ranging up to $1.0 billion
- Numerous other engagements in connection with real estate-related acquisition, sale, development, and financing engagements
Commercial Workout
- Negotiation of debt restructuring, forbearance and other commercial workout agreements in variety of secured and unsecured problem loan scenarios
General Business
- Business formations, including negotiation and documentation of shareholder, membership or partnership agreements
- Business succession planning and implementation
- Business merger, acquisition and divestiture, including asset and stock transactions
- Wide variety of other general business representations, including without limitation contract preparation and review, shareholder/member/partner relations, state and federal regulatory compliance, and general business advising
Bar Admissions
Professional Memberships
- Minnesota State Bar Association, Business Law, Corporate Counsel Association, and Real Property Law Sections
- Hennepin County Bar Association, Corporate, Business and Franchise Law Section; Past Committee Chairperson; Corporate Counsel Section
Other Professional Experience
- Law Clerk, Hon. Margaret A. Mahoney, United States Bankruptcy Court
Publications / Speaking Engagements
- Author, "Incorporating and Operating a Minnesota Business Corporation," 1991-1998
- Author, miscellaneous articles on variety of commercial lending, real estate, and business law topics
- Frequent lecturer on commercial lending, real estate, and business law topics
Community Activities
- Past President and Board Member, Edina Swim Club
Education
- Juris Doctor, Hamline School of Law, 1984, Silver Gavel Honor Society
- Bachelor of Arts in English, University of Minnesota
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