X Miami $106M Loan was ‘David Versus Goliath’ Battle for Developer’s Attorneys
Saul Ewing Arnstein & Lehr partners Luis Flores, Rebecca Abrams Sarelson and Louis P. Archambault, all based in Miami.
Three Miami attorneys were pitted against two big institutions — a New York investor and a Los Angeles bank — plus their legal teams in financing negotiations to secure a $106 million loan.
Saul Ewing Arnstein & Lehr partners Luis Flores, Rebecca Abrams Sarelson and Louis Archambault obtained the loan for developer PMG’s 464-unit X Miami apartment building at 230 NE Fourth St. in downtown Miami in a deal that closed Sept. 19.
X Miami is part of PMG’s X Social Communities multifamily division. The New York-based developer is known for its luxury condominiums such as the 180-unit Echo Brickell at 1451 Brickell Ave. But it’s made a sharp turn to urban apartment construction with trendy tech features like apps that allow renters to lock and unlock their apartments without keys.
The financing was a complex deal for the attorneys.
“It’s like David versus Goliath sometimes on these transactions,” Flores said. “You are going up against institutions. We are representing the developer, and we are negotiating with two major institutions. We were negotiating with a major lender, Pacific Western Bank. We were negotiating with a very sophisticated fund out of New York called Square Mile. They have major law firms, national law firms representing them.”
The Los Angeles lender, Pacific Western Bank, was represented by Cox Castle Nicholson partners Caroline Dreyfus and Adam Weissburg and associate Ryan Nolan, all based in LA.
Square Mile Capital Management LLC in New York is PMG’s X Miami preferred equity partner and was represented by Greenberg Traurig shareholders Kristen Lonergan in New York and Christina Rogers in Atlanta as well as associates Roger Cappucci and Max Liporace, both in New York.
“You try to get as many wins as you can for your client, but you also try to be fair to each of those participants, the lender and your equity partner,” Flores said. “They need to feel comfortable in the transaction as well.”
The funds were used to pay off an $80 million construction loan, finish details on X Miami and restructure the Square Mile equity deal. X Miami was structured in records as a two-unit commercial condominium with apartment and retail segments.
“We had a lot of moving pieces on this transaction,” Flores said.
That left Flores, Sarelson and Archambault to lead different pieces of the deal.
“In different instances I am the quarterback, Louis is the quarterback, Rebecca is a quarterback. We are like a three-headed monster,” Flores said.
Sarelson arranged to pay down Square Mile’s equity investment as it reinvested in the project.
“The preferred equity partner is obviously a priority piece so they needed to be repaid. In this particular case, similar to the replacement of the senior financing, we replaced the preferred equity with Square Mile, but they swapped out their original piece for a brand new equity partner,” Sarelson said.
Archambault focused on the condo documentation to allow the retail portion to be sold. Two tenants are in place: the Jaguar Sun cocktail bar and eatery and the Mockingbird Cafe coffee bar.
The team closed the deal in two months. Why the rush? The quicker it closed, the quicker it could swap the construction loan with a loan with more favorable terms.
“Pretty much as soon as they opened for business, they were like, ‘OK, it’s time for me to take out my construction lender because construction financing is a little more expensive than a refinance of an operating income-producing asset like an apartment building,’ ” Flores said.
Saul Ewing declined to disclose the interest rate and terms for the $106 million loan.
But the Centennial Bank construction loan likely had higher rates than the new loan because it was a riskier investment.
Finished in July, X Miami is the first XSC project to open in South Florida, and it’s 60 percent occupied.
Other XSC projects include the 650-unit first phase of X Las Olas in downtown Fort Lauderdale to be finished in winter 2020 and the 690-unit building to rise at 400 Biscayne Blvd. in place of the First United Methodist Church of Miami Inc. The church will be rebuilt in the apartment building.
XSC strives to create a community lifestyle by providing out-of-the-box amenities often sought by young professionals. At X Miami, there is an 18th-floor dog park, a two-level co-working lab, screening lounge and gym.
The units have floor-to-ceiling windows and large balconies. X Miami also gives tenants the opportunity to rent a bedroom and a bathroom inside a bigger unit for at least $1,300 a month. Advertised rates are $1,310 for a studio to $2,905 for a two-bedroom unit.
“That may be new to the Miami marketplace, but it’s not out of the ordinary for other major urban cores like New York, Boston and San Francisco to have units of this size,” Flores said. “Lenders are familiar with this type of model because of their experiences in the marketplaces.”
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Republished by the Law Office of Scott A. Ferris, P.A.