When considering buying a bank, there are several important assets and liabilities to investigate. An often overlooked asset of a bank is its real estate. This article provides a list of key due diligence items to review when acquiring a bank that has real estate that “tags along.”
Jeri represents business owners, developers, private equity groups and investors on all facets of business and corporate law transactions, mergers & acquisitions and commercial real estate transactions, including acquisitions, sales, financing, leases and development.
In particular, she represents individuals in forming companies and handles transactions that involve complex real estate holdings, the acquisition or sale of businesses and commercial real property. She facilitates multiple details for buyers and sellers such as due diligence, title and survey review, financing, entity formation, contract review, drafting and negotiations of contracts, lease negotiations, preparation of easements, purchase agreements (including asset and stock), release of collateral, closing proceedings and post-closing obligations.
Jeri is certified by the Minnesota State Bar Association as a Real Property Specialist, a prestigious title held by only two percent of attorneys in the state. As former in-house counsel for a large online financial services and technology company, Jeri facilitated merger and acquisition activity in the hundreds of millions of dollars. Consequently, she understands the importance of timing and planning for roadblocks and risk from the business side, laying out a clear path to help clients reach their desired outcome.
- Member of Real Estate Team who represented Sentinel Acquisitions Corporation in the acquisition of two downtown Minneapolis office buildings, including the Xcel office building.
- Member of Real Estate team who represented Sentinel Acquisitions Corporation in the purchase of 2 multi-family residential properties in downtown Minneapolis.
- Member of the Banking & Finance, Real Estate and Corporate & Business Law team of attorneys who led the team in a transaction which included creating a new operating partnership structure with investors for three hospitality properties. The strategy and structure supported the client’s long-term goal of expansion to acquire additional hotel properties and proposed formation of an UPREIT. Responsibilities included facilitating, managing and creating the entity structure (including several single purpose entities), acquisition of hotel properties (including drafting and negotiating purchase agreement), contribution of existing real estate, title and survey review, due diligence, CMBS financing, legal opinions in five different states, and negotiating license agreements for hotel flags. The transaction closed within just 90 days.
- Member of the Real Estate team of attorneys who represented an institutional investor in the complex purchase of 9,700 acres of agricultural land in the Midwest. Responsibilities included title and survey review for over 40 separate parcels, which revealed complex easement, encroachment and environmental issues and required negotiation of hunting rights, farm leasing agreements and tenant agreements. Knowledge of metes and bounds legal description and negotiation of real property rights and contracts resulted in resolution and closing within just 60 days.
- Member of the Real Estate and Corporate & Business Law team of attorneys who represented a media company in the acquisition of its primary competitor. Responsibilities included facilitating and managing due diligence review, drafting and negotiating the asset purchase agreement, including non-compete agreements and other key ancillary agreements, ensuring assets purchased were free of encumbrances. The transaction had a successful closing within 60 days.
- Part of the Banking & Finance, Real Estate and Corporate & Business law team of attorneys who represented a closely-held business in the sale of its division via a complex stock sale to a publicly traded company. Responsibilities included managing all aspects of the transaction to timely close, including drafting and negotiating all key ancillary documents required to close (rights of first offer on real property owned by affiliated entities, disposal agreements, payoff and renegotiation of secured financing and guaranty agreements, employment agreements and non-compete agreements). Other responsibilities included management of due diligence review, title and survey review for five parcels of real property, regulatory compliance, review and cleanup of entity records and preparation for closing. The transaction closed within just 33 days after the stock purchase agreement was finalized.
- Member of the Corporate & Business Law team of attorneys represented a St. Paul-based company in the nearly $20 million sale of its assets to an East-coast software firm. Jeri and her team were able to complete successful negotiations and close the transaction within 45 days. Their responsibilities included negotiating and drafting the asset purchase agreement to include all key ancillary documents required to close. They also managed the receipt of over 20 third-party consents and various assignments of intellectual property rights to close the transaction in a timely manner.
- Jeri represented a privately-held company in a recapitalization and reorganization to buy-out certain members. The remaining members contributed their membership interests in one company in exchange for membership interests in another company. By doing so, the operating company was able to bring in a new investor and obtain a $50 million loan to finance and refinance its business portfolio. Jeri worked with the investor’s counsel, the client and the client’s accountant to develop the 10-step recapitalization and reorganization process. Jeri and her team also drafted, negotiated and managed the redemption of membership interests, two loan portfolio sales, distributions, capital contributions, employment agreements, management services agreement and gifts. In addition, Jeri aided in the creation of two new entities, amended existing operating agreements of two companies and provided legal opinions. The team coordinated the corporate reorganization with the Banking and Finance team to insure compliance with the loan agreement.
- Member of the Real Estate and Corporate & Business Law team of attorneys representing a closely-held business in the acquisition of a well-known restaurant concept. Served as co-counsel in negotiating the asset purchase agreement. Managed and facilitated due diligence and real estate title and survey review. Drafted and negotiated easements, leases, non-compete agreements and license agreements. The successful transaction required the release of more than 50 UCC filings and the release of collateral related to those filings as well as several post-closing obligations.
- Former Associate Counsel for Quicken Loans Inc. (QL), the largest online retail mortgage lender and the third largest overall retail lender in the United States, managed several billion dollars of warehouse financing, including negotiating new warehouse lines with global financial service companies, amending existing warehouse lines, negotiating lines of credit and a new treasury management relationship as well as working with QL’s chief financial officer to ensure compliance with financial covenants. Jeri was also a key member of QL’s mergers and acquisitions team, involved in strategy planning, structuring of merger and acquisitions, negotiating ancillary contracts and facilitating and managing due diligence review. Jeri managed and facilitated a key technology sharing and services agreement with an implement standard form agreements and negotiation of the agreements.
Articles & Presentations
PUBLICATIONS & PRESENTATIONS
- “Key Contract Terms Business Owners Gloss Over,” National Association of Women Business Owners, September 2014
- Panelist, “And That’s When the Trouble Starts: Real Estate Panel Explores the Pitfalls of Great Deals,” Commercial Real Estate Forum, May 2014
Honors & Education
- William Mitchell College of Law, J.D., 2002
- University of Wisconsin-River Falls, B.S., 1997
- Minnesota, 2002
- Michigan, 2008
- Real Property Law Specialist, certified by the Minnesota State Bar Association
- CALI Excellence for the Future Award, William Mitchell College of Law
- Minnesota State Bar Association
- Minnesota Shopping Center Association (MSCA)
- National Association of Industrial and Office Properties (NAIOP), Minnesota Chapter
- National Association of Women Business Owners (NAWBO), Past Board Member, Past Co-Chair of Programs Committee
- Minnesota Commercial Real Estate Women (MNCREW)
- Women Lawyers Association of Michigan – Wayne Region, Past President, Vice-President, and Board Member
- Mahtomedi Area Educational Foundation, Board of Trustees, Scholarships Committee and Fundraising Committee
- Twin Cities Habitat for Humanity, Construction Volunteer through St. Andrews Lutheran Church
- Hasting Public Schools Foundation, Past Event Planner and Committee Member