Michael Maloff Email & Phone Number

A partner in Dentons’ US Real Estate practice, I represent borrowers, owners, developers, operators, hospitality companies, private equity companies, institutional investors, lenders and restauranteurs in all aspects of commercial real estate ownership, finance, development, management, leasing, acquisition and disposition and hospitality law.My deep understanding of the real estate, hospitality and finance arenas allows me to counsel clients on a variety of complex real estate and hospitality transactions, including representing borrowers, lenders, owners, operators, developers and investors in commercial real estate and asset-based lending. I have represented global investment banks, multinational financial services holding companies, major global real estate investors, prominent student housing developers and other large financial institutions in connection with complex mortgage and mezzanine debt, loan acquisitions and sales, construction loans, loan modifications, reverse build-to-suit, sale and leaseback, “drop and swap” and secondary market transactions.I also advise owners, operators, developers, investors, management firms and lenders on matters such as reviewing, drafting and negotiating critical transaction documents, performing diligence and coordinating with third parties to ensure smooth, successful closings for all parties involved.My career includes experience in-house, serving one of the largest hospitality companies in the US, working on all legal matters affecting the company. Promoted to Deputy General Counsel for its parent holding company, I was responsible for a large portfolio of hotels across the US and UK. My in-house experience helps me to fully understand the operations, financing, legal issues and risk and compliance matters, enabling me to effectively counsel hospitality clients.

Louisville Metropolitan Area

Louisville, Kentucky, United States

My real estate practice focuses on representing hospitality companies, borrowers, owners, developers, operators, private equity companies, institutional investors and lenders in all aspects of hospitality law and real estate ownership, finance, development, management, leasing, acquisition and disposition. My deep understanding of the real estate, hospitality and finance space allows me to counsel clients on complex commercial real estate and hospitality transactions, including representing borrowers, lenders, owners, operators and investors in commercial real estate and asset-based lending. Demonstrative Accomplishments:• Represented leading student housing developer and prominent investment firm (y) through $127M student housing mixed-use development acquisition and financing and (z) 12 property, $900M student housing portfolio disposition.• Advised multinational universal bank in (i) $240M loan secured by 62 medical office properties across 19 states and (ii) $260M loan secured by 28 properties across 19 states.• Advised local real estate developer on intricate 1031 exchange involving $19M disposition of single government tenanted building and $29M acquisition of 296-unit multi-family property utilizing “drop and swap” structure.• Represented PE backed company in portfolio transaction valued at more than $53M, including 12 reverse-build-to-suit and sale-leasebacks with one of the largest publicly traded REITs.• Advised owner in $67M acquisition of 360-unit multi-family complex in Ohio.• Conducted UCC public sale of pledged partnership interests in a borrower.• Represented Lender in strategic disposition of full-service hotel located in Chicago following DIL foreclosure.• Represented American multinational financial services firm in $60M loan to NY-based developer secured by a mixed-use condominium in Queens.

Louisville Metropolitan Area

Retained originally as Corporate Counsel for the fourth largest hotel management/hospitality company that develops, manages and invests in real estate with a particular focus on hospitality, restaurant, office and retail. Soon after being hired, I was promoted to Deputy GC for parent holding company, and am currently the only lawyer in the organization's legal department. I am responsible for negotiating and drafting myriad agreements relating to portfolio of 156 hotels located in 35 states and the UK. I additionally manage litigation and outside counsel, and routinely interface with the CEO and other senior leadership. Demonstrative Accomplishments:• Facilitated sale and transition of $332M+ portfolio of 21 hotel assets from Starwood Capital Group to Dune Real Estate—drafted and negotiated all Hotel Management Agreements; guided entity formation and corporate formality compliance.• Successfully applied for and closed $28M+ in loans under the Paycheck Protection Program.• Managed “bet the company” trademark infringement litigation brought by Zaxby’s against Joella’s Hot Chicken (largest Nashville-style hot chicken restaurant) for its logo.• Drafted privacy policies and ensured organization-wide compliance with state and UK privacy laws.• Negotiated favorable outcomes with Department of Labor auditors concerning two separate audits, averting penalties, including treble damages.• Propelled 200% increase in footprint of Joella’s into two new markets through subleasing portfolio of seven restaurants, including review and negotiation all sublease, title/survey documents and related agreements.• Negotiated Purchase and Sale Agreement for $11M acquisition of leasehold interest in Washington Dulles Marriott Airport Hotel.

Charlotte, North Carolina Area

My practice was concentrated in the area of real estate finance and securitization, with a focus on complex commercial finance transactions, including representing lenders, investors, and owners in commercial real estate and asset-based lending. I primarily represented global investment banks and other large financial institutions in connection with the origination of complex mortgage and mezzanine debt, loan acquisitions, construction loans, loan modifications and related secondary market transactions. Representative transactions included:• Brookfield—Borrower in $1.8B+ floating-rate refinancing, requiring partial defeasance and secured by 2,917-room Atlantis resort in Bahamas.• JPMorgan Chase—Lender in $1.2B+ 80% fixed-rate, 20% floating-rate loan secured by more than 140 office complexes throughout four states.• Deutsche Bank Securities, Inc.—Lender in $710M mortgage loan and $340M mezzanine loan secured by portfolio of 155 skilled nursing facilities.• Wells Fargo Bank, National Association/Blackstone (world’s largest private equity investment management and financial services firm)—Lender in credit agreement and revolving capital commitment-subscription credit facility to Blackstone in initial amount of $100M, with accordion option of up to $1B.• Goldman Sachs Bank USA (originated client, generating six figures in fees for several transactions)— $200M line of credit facility secured by a portfolio of single-family residences located across seven states.• Wells Fargo Bank, National Association—Lender in $1B+ financing in connection with DRA Advisors LLC’s public merger and acquisition of 82 shopping centers located in nine states.• Bank of America—Lead syndicate bank in $585M fixed-rate loan secured by one of the country’s largest malls and securitized in a stand-alone securitization.• Wells Fargo Bank, National Association—Lender in $740M mortgage loan to Blackstone, secured by a portfolio of 27 properties located across the US.

Louisville Metropolitan Area

I began my legal career in the Real Estate Department with this premier full-service law firm with more than 525 lawyers across nine states. I represented developers, owners, equity investors, home builders and other real estate professionals in all aspects of real estate ownership, finance, development, management, acquisition and disposition.Accomplishments included:• Drafted and negotiated purchase contract for local real estate developer’s acquisition of multi-family housing complex in downtown Louisville using historic rehabilitation tax credits and low-income housing tax credits.• Closed $230M sale of portfolio of five student housing complexes located across four states.• Negotiate loan documents to close over $140M in loans for a publicly traded hotel REIT from a variety of lenders.• Negotiated loan documents for refinance of CMBS and mezzanine debt totaling $25M within strict client budget.

Chicago, Illinois

Candidate for Juris Doctor, May 2013

· Conducted legal research and drafted memoranda regarding employment discrimination and termination matters · Drafted memorandum analyzing constitutional issues

· Formulated a legal strategy for the Deputy Public Defender on a first degree murder case · Drafted various legal memoranda and documents including a motion for suppression of evidence based on police violation of client's Miranda rights · Researched and analyzed legal standards on illegal search and seizure for trial preparation · Summarized recent New Jersey Supreme Court decisions to update attorneys' training materials

• Oversaw 300% increase in size of micro-loan program, providing alternatives to the fish-for-sex trade• Advocated for underserved and traditionally voiceless groups• Introduced computer literacy to hundreds of local primary school students• Expanded size of craft program as part of female economic empowerment initiative• Initiated first sale of briquettes to mitigate deforestation and improve environment

Led door-to-door "get out the vote" movement in neighborhoodDialogued about important and compelling political issues with fellow constituents Distributed and explained relevant literature about local and national candidates

Worked in fast-paced environment where communication and interpersonal skills were necessaryLed colleagues to approach each sale with enthusiasm and commitment to satisfy each customer Summers 2002, 2003 and 2008

Students Taking Action Now in Darfur (STAND; Advocated to push divestment bill (SADA - Sudan Accountability and Divestment Act) through SenateCo-coordinated the annual program development, strategy and rolloutOrganized refugee camp on campus to raise awareness Jan. - Dec. 2007

• Communicated closely with approximately 125 corps members to prepare them for interviews at New York City public schools• Worked in close liaison with the district strategy team to best match candidates to available positions by gauging corps members’ interests, experience, and relative strengths • Prepared corps members for individual interviews through individual mock interviews and counseling techniques• Influenced and motivated corps members to approach their interviews with optimism and a sense of possibility

• Facilitated assembly of storage units• Ensured timely and efficient production of storage unitsI was employed at Sophisticated Storage Solutions during vacations and holidays while I was back from university.

Organized and managed volunteer program of approximately twelve volunteersTutored math, science and English both one-on-one and in groupsLed small discussion groups about political and international issues Liaised effectively with staff and peers to determine high need areasInspired and focused students on realizing their goals and ambitions Educated and encouraged students to realize their public responsibilities and civil duties

Prepared New American Haute cuisine dinners in a fast-paced, high-end kitchen; attention to detail was essential. Summers 2004, 2005

Taught two recitations, each encompassing approximately twenty-five students, covering topics related to sociologically deviant behavior and activitiesResponsible for ensuring students' understanding and comprehension of important topics Assisted students with tutoring and exam preparationCollaborated with fellow teaching assistants to prepare, write and grade essay exams and final exam

Juris Doctor, Transactional Law, Gpa: 3.56

Activities and Societies: Dean’s List (2011–2013) Journal of International Human Rights, Membership and Comment Editor Teaching.

Bachelor Of Arts, Political Science, Gpa: 3.56

Activities and Societies: Dean’s List (2003–2005) Teaching Assistant (Deviance in U.S. Society) Students Taking Action Now in Darfur.

Education record

Study Abroad, 2006 Took classes and worked with The Ark City of Refuge to organize and coordinate its volunteering efforts in high need.