Jeff Wutzke, Of Counsel

Property & Development, Energy & Environment, Business Transactions

JWutzke@PFClaw.com

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Mr. Wutzke works with the firm’s Property & Development and Environmental Law teams, specializing in real estate transactions and commercial finance transactions. He has diverse experience in acquisitions and sales of commercial, retail, industrial, and multi-family residential properties, structuring and pursuing development transactions, and in leasing and subleasing, as well as in redevelopment work (such as military base re-use and brownfield redevelopment) and historic preservation. His finance practice emphasizes structural and security aspects of commercial lending work, and he has represented lenders, participant banks, borrowers, guarantors and investors in a variety of loan and finance transactions from multi-billion dollar portfolio loans and international transactions to short-term unsecured financings and credit lines.

Prior to joining Paul Frank + Collins, Mr. Wutzke was a partner at Lewis and Roca LLP in Phoenix where he performed a variety of real property and finance transactions, including joint ventures and similar equity investment structures to facilitate development projects.  Mr. Wutzke previously was an associate at Latham & Watkins in San Francisco, where he worked on project finance, secured and unsecured finance transactions, and corporate transactions such as series investment rounds, bridge loans, and mergers and acquisitions. He also worked at Gilchrist & Rutter in Santa Monica, California doing a variety of leasing work for some of the nation’s largest REITs, negotiating property easement and license agreements, and putting in place loans on behalf of lenders, borrowers and equity investors.    

EDUCATION:
Dartmouth College, B.A., History, 1988
University of California, Berkeley, M.S., Wildland Resource Science, 1993
University of Virginia School of Law JD, 1998
     Virginia Law Review, Executive Editor

BAR ADMISSIONS:
State of Vermont, admission by waiver pending
Commonwealth of Massachusetts
State of California
State of Arizona
U.S. District Court, Northern District of California, 1998
U.S. Court of Appeals, Ninth Circuit, 1998

PUBLICATIONS:
Author, "Building for Biosciences - Specialized Space Needed," The Business Journal, September 2006 
Author, "Dependent Independence: Application of the Nunavut Model to Native Hawai'ian Sovereignty and Self-Determination Claims," 22 American Law Review 509, 1998 
Co-Author, "Managing California's Timberland Hardwoods," U.C. Cooperative Extension, 1995

REPRESENTATIVE CASES/MATTERS

Acquisition and Development Transactions 

Negotiated a $600,000,000 investment via a portfolio of joint ventures to acquire 47 properties at a multi-model industrial and transportation complex in central Texas; subsequently represented investors in a further acquisition of adjacent properties valued at $100,000,000. 

Created and represented a joint venture in a 2006 portfolio acquisition of California property valued at $100,000,000, for subsequent residential entitlement and development. 

Negotiated and closed multiple sales totaling over $50 million in 2005 divesture of a shopping center in Los Angeles County, California. Subsequently sold additional retail properties from the portfolio in Washington, California and Kansas. 

Represented financial backer in 2004 acquisition of land and development rights for a 24-story mixed-use building in San Diego, California. 

Represented Los Angeles to Pasadena Metro Blue Line Authority in a transit-oriented construction project, including property acquisition and disposition, development agreements, and access easements. 

Arranged and closed acquisition of over 12,000 acres in Pinal County, Arizona by foreign real estate investment group, and assisted with the syndication of interests in the owning entities to foreign investors. 

Represented project lenders in numerous cogeneration facility construction projects in Texas, Idaho, Alabama and West Virginia. 

Negotiated several disposition and development agreements for conversion of former U.S. Marine Corps base in southern California into housing and high-end mixed-use projects, including a 100,000+ square foot “Class A” shopping center in a 2004 land transaction valued at over $30,000,000. 

Represented Bay Area, California city in restoration and preservation of historic WWII “Liberty Ship” / “Rosie the Riveter” manufacturing facility and its conversion into a compatible mixed-use project. 

Negotiated a 2001 office and research lab lease described as “Best Office Lease: San Francisco” by the San Francisco Business Times, March 2002 (on the basis of the square footage and the city’s drive to emphasize biotechnology industry), and negotiated further amendments to the lease in 2002.

Corporate Transactions

Aided numerous “dot.com” startups with investment rounds, bridge loans, and corporate organization. 

Represented venture investors in 2003 stock-based acquisition of a major provider of dental services having 153 offices in 13 states. 

Oversaw diligence and production in an acquisition of a major U.S. and Canadian melamine producer. 

Represented investors in the 2005 startup of a 450 unit condominium project in Las Vegas, Nevada.

Finance Transactions

Represented major national bank in the negotiation and subsequent enlargement of a $35,000,000 revolving credit facility; this transaction included multiple sub-limits for letters of credit and other specific purposes, and was secured by multiple corporate properties. 

Represented insurance company as lender in a $235,000,000 transaction secured by 11 properties in Santa Monica, California. 

Represented lender in a $65,000,000 credit line secured by inventory located across the United States and Canada. 

Represented acquiring lender in the assumption of a $14,000,000 loan secured by multiple Florida properties. 

Negotiated loan assumption documentation for a 14-property apartment portfolio in central Florida, assuming loans by seven lenders (including securitized Fannie Mae loans) in a transaction valued at $300,000,000. 

Negotiated, drafted and performed ongoing services for $80,000,000 synthetic lease for 1.3 million square feet southern California distribution center for a lead clothing retailer. Subsequently represented parent company in negotiation of a revolving credit line secured by company inventory and accounts receivable, and the creation of a further $50,000,000 unsecured credit line. 

Negotiated multiple mezzanine loans to numerous parent entities, including assessment of corporate structure and adequate consideration issues and perfection of security interests in entity interests. 

Performed numerous project finance transactions across the United States on behalf of domestic and foreign lenders, including negotiation and documentation of security agreements, ancillary project documents, intercreditor and syndication agreements, and subsequent loan modifications. 

Assisted with property encumbrancing and title insurance with respect to a $4,000,000,000 refinancing of secured debt in 2001 for a major American manufacturer. 

Assisted local community banks in loan assumptions, assignments and modifications necessitated by 2008/2009 economic downturn, including modifications of collateral packages and modification of terms to preserve bank/borrower relationships. 

Performed defeasance of $130,000,000 mortgage to facilitate office property REIT IPO. 

Also performed numerous CMBS loan defeasances totaling over $160,000,000, in conjunction with California, Florida and Texas apartment property sales. 

Represented re-insurer with respect to the $66,450,000 refinancing of multimodal public bond for generation facility in New Jersey.

Other Legal Experience

Negotiated a specialized goods contract valued at over $70,000,000, on behalf of a major western utility for the manufacture, installation and maintenance of turbine rotors for nuclear power plant. 

Assisted major biotech pharmaceutical on a successful patent interference action in U.S. District Court. 

Investigated client’s procedures and chemical use history in conjunction with defense of environmental contamination claims. 

In representation of a major West Coast utility, developed legal strategy based on historic statutes of limitation to reduce potential environmental damages fines by over an order of magnitude.