Matthew Dolan

Matthew M. Dolan


Matthew M. Dolan


  • Overview


    Matthew Dolan counsels national banks, mortgage lenders, and developers in complex-structured real estate finance transactions secured by commercial properties throughout the United States, including multi-family and student housing, manufactured housing communities, shopping and corporate centers, industrial parks, and homeless shelters. He is a member of the firm’s Real Estate + Development Group.

    Matt has extensive nationwide experience handling loans secured by heavily-regulated multi-family affordable housing projects financed through government-sponsored enterprise (GSE) programs with Fannie Mae, Freddie Mac, and Federal HOME Loan Banks, commercial mortgage-backed securities (CMBS) and balance-sheet loans, the State and City of New York, and other federal, state, and municipal regulatory, housing, and community development programs and agencies.

    Matt helps his clients navigate the complexities of, and mitigate the risks inherent in, financing and developing multi-family properties subject to tenant occupancy and rent restrictions; federal, state, and local regulatory-agency compliance standards regarding project management; property cash-flow distribution; subordinate financing; borrower organizational structures; and related matters. These transactions typically include components such as: low-income housing tax credits (LIHTCs), tax-exempt bonds, tax exemptions and abatements, payment-in-lieu-of-tax (PILOT) agreements, tax-increment financing agreements, ground lease and lease-leaseback structures, bond credit enhancements, forward loan commitments, loan participations and syndications, and construction and permanent debt and equity investments.

    Matt also represents regional lending institutions, corporations, and developers in mortgage loan financings, acquisitions and sales of real property, development of mixed-use projects, and office and industrial leasing throughout the country. He has experience litigating bankruptcy, construction, and real estate matters in state and federal court.

  • Experience
    • Experience


        Finance and Lending

      • Lead counsel for national lender originating $190 million mortgage loan portfolio to large regional developer, secured by a six-property, 1,240-unit multifamily housing portfolio located across California and Nevada, including both Fannie Mae and Freddie Mac financings. Directed and supervised team of junior attorneys and paralegals to accommodate an expedited acquisition timeline based on market conditions, including accelerated analysis of key due diligence materials and negotiation of shared-facility reciprocal use, access, and maintenance agreements.

      • Lead counsel for national bank originating $17 million mortgage loan to national developer, secured by borrower’s beneficial interest in an upstate New York affordable housing project under an Installment Sale Agreement with a fee-owner County Industrial Development Agency. The transaction involved negotiating with state and county agencies for amendment or subordination of existing land use restrictions to facilitate permanent financing, including substantial modification of the county’s first-lien payment-in-lieu-of-tax (PILOT) mortgage to mitigate its impact on lender’s second-lien collateral akin to a statutory property tax lien.

      • Lead counsel for national lender originating $38 million Fannie Mae mortgage loan for acquisition of 440-site, age-restricted manufactured housing community (MHC) park in Illinois by a joint-venture partnership between a premier nationwide MHC developer and the real estate investment trust (REIT) division of a national bank. Conceptualized and authored first-impression mortgage financing instruments to create a unique loan structure to accommodate the park-seller’s tax-related demands, the REIT-investor’s control and bankruptcy-remote requirements, and lender’s stringent legal, credit, and underwriting standards. The transaction included a leasehold mortgage encumbering a ground lease between ground-tenant-borrower controlled by the REIT-investor and multiple tenant-in-common (TIC) fee co-owners, with super-majority-control held by borrower-affiliated TICs under a lender-approved co-ownership agreement, along with an original fee joinder executed into escrow subject to release conditions regarding property operations and performance, and alternatively including fee-title purchase and lien-extension options permitting the collapse of the TIC/ground lease structure and conversion of fee ownership directly to the REIT-controlled borrower; together with preferred equity and numerous layers of secured and unsecured subordinate financing.

      • Lead counsel for national bank originating $45 million Freddie Mac mortgage loan portfolio to national developer, secured by 350-unit affordable housing portfolio located in several states, with each project subject to low-income housing tax credit (LIHTC) extended use regulatory agreements, HUD Section 8 housing assistance payments (HAP) contracts, condominium regimes, and other land use restrictions and covenants. Accommodated an extremely accelerated acquisition closing timeline driven by the impending IPO of the borrowers’ REIT-investor member, completing the entire portfolio’s due diligence review, written legal analyses, loan document negotiations and modifications, and other approvals and general logistics, to accomplish the acquisitions less than five days from engagement by lender. Advised lender’s senior executives and committees in structuring, underwriting, and securing approvals for closing and disbursing all loan funds prior to securing Freddie Mac loan purchase commitments (which were unavailable under the accelerated timeline) by successfully predicting the then-unknown terms and conditions of the eventual commitments and pre-tailoring lender’s loan documents and terms for compliance to ensure prompt sale, transfer, and securitization of the entire loan portfolio (which was unprecedented for both the lender and Freddie Mac).

      • Counsel for national bank originating $220 million mortgage loan portfolio secured by dozens of multifamily housing projects across the Midwest. Lead counsel responsible for all affordability-related issues and action-items across portfolio. Managed and supervised team of junior attorneys and paralegals to expedite the review and written legal analysis for hundreds of distinct regulatory agreements affecting the use, occupancy, and profitability of all collateral projects under tax-exempt bond instruments, PILOT agreements, HUD Section 236 interest reduction payment (IRP) subsidies, Section 8 HAP contracts and vouchers, and similar programs. Negotiated with federal, state, and local regulatory agencies and counsel to modify or subordinate surviving financing instruments and restrictions.

      • Counsel for a large private lender in the structuring and execution of a ground lease mortgage loan portfolio in excess of $400 million for the acquisition and substantial rehabilitation of three mixed-use commercial development projects with 2,100 residential units across northern Virginia. Lead counsel responsible for all collateral ground lease negotiations. Managed and directed junior attorneys and paralegals to complete general due diligence reviews.

      • Counsel for large private mortgage lender for a short-term loan under Freddie Mac’s Bridge-to-Resyndication program to facilitate bridge financing for the acquisition of a stabilized affordable housing project in California for recapitalization with 4% LIHTCs. The transaction included a taxable ARM structure with an eighteen-month acquisition term and forward interest rate-lock for a sixteen-year tax-exempt take-out loan upon maturity.

      • Counsel for national bank as construction lender and multifamily housing revenue bond initial purchaser for the acquisition and rehabilitation of a seven-property portfolio of affordable housing projects throughout North Carolina, including LIHTCs allocated by the North Carolina Housing Finance Agency and subordinate funding under the U.S. Department of Agriculture Section 515 Rural Housing Program.

      • Acquisition, Development, and Rehabilitation

      • Lead associate for premier national developer in its acquisition and rehabilitation of a multifamily housing project in Fairfield County, Connecticut, financed in part by City of Bridgeport Housing Authority tax-exempt multifamily housing revenue bonds and LIHTCs allocated by the Connecticut Housing Finance Authority, and secured in part by a HUD Section 8 HAP contract. The transaction also included negotiation of a tax-incentive development PILOT agreement with the City of Bridgeport, with final transaction approval secured (in Latin) from The Holy See in Vatican City.

      • Lead associate for major 501(c)(3) charitable corporation in the acquisition and build-out of its national headquarters campus in Westport, Connecticut. Negotiated with existing tenants to modify economic lease terms and adjust premises boundaries and common area allocations throughout all campus buildings to facilitate planned construction activities and permanent use and operations. Drafted and negotiated the project’s property management agreement.

      • Lead associate for Connecticut bank in its disposition of a distressed subdivision portfolio in New Milford, Connecticut.

      • Lead associate for seller of a large apartment building complex in New Canaan, Connecticut.

      • Land Use, Permitting, Zoning and Leasing

      • Lead associate for Connecticut developer implementing an Environmental Land Use Restriction (ELUR) affecting environmentally-impacted office park sites in Wilton, Connecticut, including negotiating and coordinating with the Connecticut Department of Energy and Environmental Protection (DEEP) Remediation Division.

      • Lead associate for major fashion retailer in negotiations for the build-out and leasing of retail, office, and warehouse space in midtown Manhattan and Las Vegas, Nevada.

      • Multi-Family Affordable Housing

      • Extensive nationwide experience as senior lead counsel in all aspects of financing multifamily affordable housing projects, including: Fannie Mae, Freddie Mac, and Federal HOME Loan Banks; HUD; the State and City of New York, and many other municipalities across the country; LIHTCs; tax-exempt bonds; tax exemptions and abatements; PILOT agreements; tax-increment financing arrangements; Section 8 HAP contracts and vouchers; Section 236 IRP subsidies; ground and master leases and lease-leaseback structures; joint ventures and preferred equity; funded and unfunded forward loan commitments; loan participations and syndications; and construction and permanent debt and equity investments.

      • Construction Arbitration and Litigation

      • Lead associate for Connecticut town in state court litigation for defective general contractor work on a municipal construction project. Secured favorable verdict, including damages award in favor of town.

      • Lead associate for global insurance company in private arbitration then federal court litigation in defense against international general contractor’s surety bonds claims under fraudulent payment and performance bonds. Secured favorable settlement of all claims during trial.

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