Nicolas Ramniceanu

Representative Experience

• Represented an A-list celebrity in the sale and joint venture of a Caribbean property to be developed into a high-end specialty resort. The seller was beneficially owned by the celebrity and the celebrity’s ex-spouse. At closing, the ex-spouse will be cashed out, and the celebrity will invest into the acquiring entity controlled by the resort developer. The developer is causing the acquiring entity to enter into a lower-tier joint venture with a multinational hospitality company headquartered in Dubai and intends to raise additional capital, at closing, by syndicating interests to high net worth individuals at a still lower tier and by obtaining project-level debt. The property is in long-term escrow, with the developer managing the site and pursuing local entitlements. Negotiated documents included the purchase agreement, the joint venture agreement between the celebrity and the developer, the development services agreement between that joint venture and a developer affiliate, and the property management agreement between the seller and another developer affiliate. Key issues included approval rights, development milestones, fee structures, capital calls and dilution protections, distribution waterfalls (including which developer expenditures would earn a preferred return, rather than a multiple, if the preferred return would be less), tag along/drag along rights and protections to ensure that the rights negotiated for the celebrity at the outset of the transaction would not be undermined by the multi-tiered ownership structure being implemented subsequently by the developer as part of the property’s eventual purchase and redevelopment.
• Represented the buyer in an expedited, off-market purchase of a Beverly Hills property owned by the same family for approximately 80 years. The acquisition was funded through a bridge loan from the family office of an A-list celebrity, who also invested in the buyer. This loan provided the buyer with time to empty the property of its existing tenants and analyze redevelopment options, including analyzing potential prescriptive easement claims by neighboring properties under evolving California case law. The bridge loan was ultimately refinanced with a variable rate construction loan from City National Bank, which was later converted to a fixed rate permanent loan.
• Represented the ex-wife of an A-list celebrity in a dispute arising out of a $400 million loan they had originally guaranteed jointly and severally for the development of a property they owned together. The loan was later refinanced but without the ex-wife again personally guaranteeing it. When the project underperformed, the celebrity paid off the loan in full and sought reimbursement from the ex-wife on an equitable contribution theory. She lacked the capacity to pay, and the matter was complicated by their children being common heirs and the family sharing the same business manager, who had also administered the failed development. Negotiated a walkaway resolution that preserved family harmony and avoided bankrupting the ex-wife. The family continued to spend holidays together after the settlement.
• Represented client in the reverse exchange acquisition of a multi-site student housing portfolio in the Midwest. The reverse exchange structure meant that the portfolio initially would be beneficially owned by the exchange accommodator and that the sponsor would not be in the borrower’s direct ownership chain until the reverse exchange was consummated months after the portfolio was purchased. Trez Capital provided the acquisition and repositioning loan. The lender had to be educated regarding how the reverse exchange was to be structured, and the loan documents had to be negotiated to permit not only the initial reverse exchange structure but also its later unwind when the reverse exchange was consummated. That structuring and unwind was further complicated by the need to close the acquisition with bridge equity and thereafter to redeem that bridge equity, with the exchange proceeds, when the reverse exchange was consummated. The subsequent unwind of the reverse exchange had to be documented, in detail, as a subsequent permitted transfer because the loan was scheduled to be securitized immediately after its closing. The client could not risk missing the exchange deadline if the loan’s servicer would have had any discretion in approving the unwind.
• Represented client in the acquisition, financing, joint venturing, and syndication of a portfolio of student housing properties that had been master leased to a Midwestern university and was being acquired for repositioning. The transaction was funded through an acquisition and repositioning loan from a Cerberus debt fund, a joint venture with the family office of a billionaire in financial services, who provided its equity as part of an exchange that it was closing, and a sub-syndication to high-net-worth individuals.
• Represented the owner of an approximately 290,000 square foot Class A office project in Beverly Hills in the project’s leasing, financing, and ultimate sale to Tishman Speyer in a tax deferred exchange. Evaluated numerous potential replacement properties across the nation, resulting in the purchase of 17 single-tenant triple-net lease properties, including three ground leaseholds, in 8 states from different sellers. To facilitate multiple closings at different times, each property was initially acquired through a separate LLC with its own loan but from the same lender pursuant to a pre-negotiated set of loan documents that was then customized for each property. Ownership of the 17 properties was later consolidated and refinanced with a single loan.
• Represented the owner of a medical office project in the leasing of an approximately 175,000 square foot hospital building, constituting nearly half of the project, to a joint venture among Select Medical Holdings Corp., Cedars-Sinai Health Systems, and UCLA Health. Select is a publicly traded, nationwide operator of rehabilitation hospitals.
• Represented the owner of a recently purchased site in Beverly Hills that was adjacent to the corporate headquarters of United Talent Agency, one of the entertainment industry’s three largest talent agencies. The site included 5 older buildings that had desirable architectural elements, including bow truss ceilings and brick facades, but that were in disrepair. After lengthy negotiations, the owner leased the entire site to UTA for a corporate campus. The issues negotiated included landlord work, code compliance, phased delivery of the buildings and parking areas, as they were renovated, upgrades to common facilities and credit enhancement.
• Represented the landlord in the leasing to Dolce & Gabbana of its Rodeo Drive flagship store.
• When the Dolce & Gabbana lease expired, negotiated a replacement lease to Gearys, a high-end retailer of home décor, jewelry, and gifts. After extensive remodeling by Gearys, the premises became the Rodeo Drive flagship store for Rolex and Patek Philippe, with each brand occupying its own dedicated section within the multi-story property. Gearys is an authorized dealer for both brands.
• Represented multiple clients in the acquisition, development, repositioning, leasing, joint venturing, financing (acquisition, construction, mezzanine and/or permanent loans) and sale of shopping centers and mixed use projects with retail components. In some of the mixed use projects, the retail component was structured as a condominium parcel within a larger (in two cases, a city block sized) project that included subterranean parking and residential units built to a condominium standard, whether initially intended for sale or lease.
• Represented the developer in the acquisition and repositioning of the approximately 150,000 square foot Festival Plaza shopping center in Edison, New Jersey, including the negotiation of the anchor supermarket lease with H Mart, the loan with Prudential and the joint venture with Lubert-Adler.
• Represented the owner of a shopping center regarding Sprouts buying out its lease of a store that it had closed and the concurrent leasing of that same store to Erewhon, a high end Southern California grocery chain with a substantial celebrity following and internet presence and, per recent articles, reputedly the highest margin in its industry. Negotiated loan modification to permit this change in the shopping center’s anchor tenant, including the lender’s retention and application of the Sprouts buyout payment to fund debt service during Erewhon’s period of free rent and the payment of the tenant improvement allowance as and when due Erewhon, including potential conversion of some of that allowance to additional free rent.
• Represented client in the acquisition, development, leasing, financing and ultimate sale to a MetLife real estate fund, one of the largest funds of its kind in the world, of a vertical power center in a tax deferred exchange. The sale contract was negotiated over a weekend because the founder of Guess jeans had made a competing offer but with a short fuse.
• Represented the owner of three adjacent buildings in the separate sales of two of the buildings to Xebec, a major industrial real estate company. The first sale included a leaseback to allow the seller time to wind down operations. Both sales were complicated by the three buildings sharing utilities and code required parking. The second sale was further complicated by the second building not being its own separate legal parcel but instead being part of a single legal parcel with the third building. The third building housed priceless collectibles valued at more than $500 million, whose climate control systems were part of the electrical infrastructure that needed to be separated. Successfully negotiated closing each of the sales before the utilities and parking were separated, the seller having post-closing control over their separations, and protections for the seller against delays and cost overruns in their separations. Successfully addressed the second building not being its own separate legal parcel by implementing a lot line adjustment instead of a new subdivision map, thereby saving approximately one year in processing time, by having the buyer administer the lot line adjustment at the buyer’s cost, and by having the lot line adjustment be consummated through the same escrow that was handling the second sale, thereby ensuring that the lot line adjustment closed concurrently with the second sale.
• Represented the owner of a multi-acre urban infill site that had long been leased to Waste Management and several cell tower operators. Initially assisted the owner in renegotiating and renewing the property’s leases in a manner that enhanced the site’s value for sale to a developer. Thereafter assisted the owner in the listing, sale and tax deferred exchange of the property. Evaluated numerous potential replacement properties in multiple states, many of which were single tenant triple-net properties. The exchange was ultimately completed through a sale-leaseback with a bank, for which the lease was structured on a “bond” basis.
• Represented the landlord in the initial leasing and later workout of an approximately 47,000 square foot health club premises in an approximately 100,000 square foot mixed-use center co-anchored by a supermarket. The premises had been operated as a health club for decades but required substantial upgrades. RSG Group selected this site, along with two others, to launch its John Reed Fitness brand in the United States through a new U.S. subsidiary. RSG had previously acquired the Gold’s Gym chain out of bankruptcy through a separate U.S. subsidiary. Headquartered in Germany, RSG is one of the world’s largest fitness companies. Negotiated a lease guaranty from the U.S. subsidiary holding Gold’s Gym, rather than accepting alternative credit support. During remodeling, RSG’s founder died unexpectedly, work stopped, over $5.5 million of mechanics liens were filed, and the tenant ceased paying rent. Represented the landlord in terminating the lease before any tenant bankruptcy filing and in later reinstating the lease on favorable terms. The settlement with the tenant included funds being escrowed to clear mechanics liens and complete construction, the landlord’s tenant improvement allowance being restructured, the mechanics liens then being cleared and construction thereafter resuming, all, on an accelerated schedule that satisfied the landlord’s lender.
• Represented client in an exchange that included the purchase, with a loan from AIG, of a 9 acre site with 164 units in 29 buildings that was part of a failed master planned community. The site was subject to three partially overlapping sets of CC&Rs, each with its own homeowners association. In addition, some of the site had been developed pursuant to agreements with a former Redevelopment Agency. During the lengthy due diligence period, numerous violations under the CC&Rs and the Redevelopment Agency agreements were identified and then resolved with the HOA’s and with the local city, as successor to the Redevelopment Agency.
• Represented client who played a significant role in shaping the modern health club industry through its entry level clubs (Sports Connections – the movie Perfect, which starred Jamie Lee Curtis and John Travolta, was filmed in the Santa Monica Sports Connection — which were sold to 24 Hour Fitness), mid-to-upper tier clubs (Spectrum Clubs, which were sold to Brentwood Associates Private Equity), and high end “urban country clubs” (the Sports Club/LA , some of which were initially sold to Millenium Partners and the balance of which thereafter were sold to Equinox). Represented this client in the purchase, sale, leasing and financing of numerous health clubs in California and other states.

• “AV® Preeminent™” Peer Review Rated, Martindale-Hubbell®