Jim Cochran

Jim Cochran
Jim (jcochran@oconnorcochran.com) has extensive experience advising clients in workouts and restructurings involving complex collateral packages and multiple jurisdictions. Jim routinely represents secured lenders, distressed debt investors, special servicers and other clients in connection with secured loan restructurings (including consolidations), structured asset dispositions, collateral “take backs,” discounted payoffs, note sales and similar matters as well as lien enforcement proceedings (including judicial and nonjudicial foreclosures of retail, office, hotel and other properties and UCC sales of limited liability company and partnership interests).

Jim also advises lenders and investors in a wide variety of sophisticated commercial real estate financings, including mortgage loan transactions (both recourse and non-recourse) and mezzanine loan transactions.

Jim has particular expertise in loan portfolio reviews, secured financings, enforcement actions and other matters involving Article 9 (Secured Transactions) of the Uniform Commercial Code.

Jim also has particular expertise in designing, implementing and managing systematized and scalable programs, based on selected project management methodologies, to deliver a wide range of legal services in commercial real estate loan enforcement and other commercial real estate-related matters on a fixed fee or other predictable price basis.

Formerly a co-chair of the Uniform Commercial Code Committee of the California State Bar’s Business Law Section and a member of the Section’s Executive Committee, Jim recently served as a member of the Board of Governors of the Financial Lawyers Conference. He is currently a member of the Opinions Committee of the California State Bar’s Business Law Section.

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Representative Matters

Financing Transactions

  • Served as California counsel to real estate opportunity fund in connection with $228 million loan secured by fund’s interest in various assisted living facilities located in California and elsewhere.

  • Served as California counsel to national bank in origination of $150 million syndicated loan secured by 26 California properties and in subsequent modification increasing loan amount by $110 million.

  • Served as California counsel to out-of-state real estate investors in connection with $61 million mortgage loan (evidenced by A and B notes) and $4 million mezzanine loan used to acquire San Bernardino County retail property.

  • Represented national bank in origination of $61 million construction loan involving Los Angeles County multifamily property.

  • Served as California counsel to out-of-state real estate developer in connection with $38 million acquisition loan secured by specialty retail property located in Orange County.

  • Represented national bank in origination of $26 million refinancing loan secured by 4 Arizona multifamily properties.

  • Served as California counsel to national bank in origination of $21 million acquisition loan secured by Orange County retail property and in subsequent modification increasing loan amount to $26 million.

  • Represented national bank in origination of $10 million construction loan involving Riverside County hotel property.

  • Represented California real estate developer in connection with $4 million acquisition loan secured by Santa Barbara office property.

Purchase and Sale Transactions

  • Represented real estate investment fund in sale of Santa Clara County office property acquired in deed-in-lieu transaction. Due to fund’s sustained focus on leasing (all of which was carried out by our firm), property’s sales price exceeded its acquisition value by more than 100%.

  • Represented sponsor parties in sale of San Diego County office property securing $32 million CMBS loan that was in latter stages of nonjudicial foreclosure proceeding. Sale was structured as IRC § 1031 exchange and, as closing condition, included partial release of lender’s “make whole” premium.

Leasing

  • Represented real estate investment fund in lease-up of Santa Clara County office building acquired in deed-in-lieu transaction. Representation included negotiation, documentation and closing of more than 25 new leases or lease amendments.

  • Represented distressed debt fund in lease-up of three separate San Diego office buildings acquired by foreclosure. Representation included negotiation, documentation and closing of more than 50 new leases or lease amendments. Representation also included supervision of unlawful detainer action prosecuted by local firm retained by our firm.

  • Represented real estate developer in lease-up of office building located in Sacramento metropolitan area. Representation has included negotiation, documentation and closing of more than 25 new leases or lease amendments.

Uniform Commercial Code (UCC) Matters

  • Represented lender/servicer in review and analysis of UCC filings covering several portfolios of CRE loans with an aggregate unpaid principal balance in excess of $8,500,000,000. Representation included review and analysis of underlying loan and security documents as well as preparation and filing of various corrective financing statements, financing statement amendments and information statements. Representation also included review of numerous search reports and completion of various lien priority analyses.

  • Represented life company lender on U.S. aspects of $125 million loan made to Australian trust owned by U.S. entity for purpose of enabling trust to acquire office tower located in Sydney, Australia. Representation included preparation of U.S. addendum to Australian pledge agreement documenting U.S. entity’s grant of security interest in its entire interest in the trust. Representation also included filing UCC1 financing statement to perfect lender’s security interest in U.S. entity’s interest in the trust and (in accordance with Australian practices) issuing a personal property security interest opinion in support of transaction.

  • Represented lender in complex restructuring of $37 million in mezzanine and sub-mezzanine loans secured by equity interests in various entities (including limited liability companies and limited partnerships) that owned multifamily properties in several states. As part of restructuring, pledged entities amended their organizational documents to “opt in” to Article 8 of UCC and convert their equity interests into certificated securities. In addition, as part of restructuring, pledged entities refinanced certain of their properties, resulting in $12 million paydown to lender.

  • Represented lender in enforcement of $5 million mezzanine loan secured by pledge of equity interests in limited liability company that owned two Midwestern office properties. Enforcement actions included pursuit of injunctive relief to secure underlying cash flows (rents from office tenants), foreclosure by public auction sale of pledged equity interests and civil action against sponsor party under nonrecourse carve-out and limited payment guaranties.

  • Represented lender in workout of $4 million mezzanine loan secured by equity interests in various limited liability companies and limited partnerships that owned multifamily properties in Texas and other Southwestern states. Workout included, among other features, changes in principal obligors, collateral substitutions, provision of additional collateral and conversion of limited guaranty to full guaranty.

  • Represented national bank in lawsuit to enforce $2.2 million C&I loan secured by inventory and equipment located in Nevada County as well as in subsequent settlement of lawsuit. Settlement included a stipulation for judgment that liquidated all claims and ordered possession of inventory and equipment transferred to bank. In addition, settlement authorized bank to conduct private UCC sale of inventory and equipment, which sale was promptly completed.

Distressed Assets, Workouts and Foreclosures

  • Served as California counsel to CMBS trust in connection with trustee’s sale (nonjudicial foreclosure sale) of San Diego office property securing $80 million conduit loan. Representation also included pre-sale enforcement of trust’s security interest in bank accounts holding nearly $5 million in funds.

  • Represented ABS trust in complex restructuring of $56 million in loans secured by 28 California-based convenience store and gas station businesses. Restructuring involved, among other things, consolidation of separate notes on which affiliated borrowers were severally liable into single note on which all borrowers were jointly liable.

  • Represented two ABS trusts in multi-party out-of-court restructuring of $50 million in secured debt of large quick service oil change franchisee group. Restructuring involved, among other things, consolidation of numerous individual notes into two master notes, acquisition of new real and personal property collateral, pledges of various equity interests and completion of parallel restructuring of franchisee group’s trade debt.

  • Represented CMBS trust in connection with enforcement and subsequent cure and reinstatement of $36 million loan secured by Los Angeles County shopping mall.

  • Represented real estate investment fund lender in structured deed-in-lieu transaction involving $26 million loan secured by Santa Clara County office property.

  • Represented distressed debt fund in connection with trustee’s sale of Beverly Hills retail property securing $25 million loan originated by U.S. branch of European bank. Representation included collection of nearly $150,000 held in two deposit accounts subject to deposit account control agreements. Representation also included successful defense, after three-week jury trial, of lawsuit brought by borrower and guarantor against national bank that financed (by means of purchase and repurchase agreement) fund’s acquisition of loan. Representation continues to include fund’s pursuit of separate lawsuit for breach of contract against guarantor.

  • Served as California counsel to CMBS trust in connection with trustee’s sale and subsequent discounted payoff of $21 million conduit loan secured by two Los Angeles County office properties.

  • Represented real estate investment fund lender in loan modification and assumption transaction involving $18 million CRE loan.

  • Represented CMBS trust in judicial foreclosure actions and subsequent structured deed-in-lieu transactions involving $7.1 million conduit loan held through MERS and secured by one Hawaiian self-storage property and $4.7 million conduit loan held through MERS and secured by another Hawaiian self-storage property.

  • Represented CMBS trust in trustee’s sale and subsequent modification, sale and assumption transaction involving $7.5 million loan secured by Sacramento County multifamily property.

  • Represented CMBS trust in connection with trustee’s sale of Ventura County office property securing $6.8 million conduit loan. Representation also included collection of $900,000 standby letter of credit.

  • Represented CMBS trust in judicial foreclosure action and subsequent structured deed-in-lieu transaction involving $6.5 million loan secured by Riverside County multifamily property.

  • Represented distressed debt fund in judicial foreclosure action filed in federal court against borrower and breach of guaranty action against guarantors on $4.9 million loan secured by Sacramento property and in subsequent settlement of above litigation. Settlement included structured deed-in-lieu transaction with respect to collateral property, liquidation of fund’s claims against guarantors and payment in full of $200,000 unsecured loan made to related parties. Settlement also included stipulated judgment that would become enforceable if either borrower or guarantors failed to comply with terms of settlement.

  • Represented distressed debt fund in enforcement and subsequent discounted payoff of $4.6 million loan secured by Sacramento County multifamily property.

Publications and Presentations

Recent Presentations

  • Structuring and Enforcing Commercial Real Estate Loans in California: Strategies for Maximizing Lender Leverage, Client Presentation (October 2016)
  • Five Minute Tutorials on UCC Foreclosures, New Strategy to Defeat Lender Liability Claims and Other Topics, CRE Finance Council’s High Yield Distressed Realty Assets Forum’s Fifth Annual Educational Summit (October 2016)
  • UCC Article 9 Issues for Lenders and Servicers: New Rules, Old Tricks and Pitfalls to Avoid, Client Presentation (April 2016)
  • Mezzanine Loan Foreclosures: Effecting a UCC Foreclosure Sale and Navigating Bankruptcy Pitfalls, Strafford Webinar (October 2015)
  • Lessons Learned from the Great Recession, Trigild Lender Conference (April 2015)
  • Equity Interests as Collateral in Commercial Lending, Strafford Webinar (April 2012, August 2013 and April 2015)
  • Making Money Through Leasing, Client Presentation (October 2014)
  • Real Estate Mezzanine Lending: Lessons from Recent Foreclosures for Documenting and Closing the Transaction, Strafford Webinar (October 2014)
  • How to Spot – and Deal With – UCC Security Interest Issues in Sales and Mortgages of Real Estate, ALI CLE Webinar (September 2014)
  • The Real World: Case Histories of Resolutions by Portfolio Lenders, Trigild Lender Conference (October 2013)
  • Workout Case Study, CRE Finance Council’s West Coast Distressed Debt Conference (May 2013)
  • Successful Resolutions, Trigild Lender Conference (April 2012)
  • Special Properties, Special Problems – Part II, Trigild Lender Conference (April 2012)
  • How to Maximize Your Loan Recovery (Without Being Trapped by the One Action and Other California Rules), Client Presentations (March 2012)
  • Back to Basics, Second Annual Educational Summit of CRE Finance Council’s High Yield and Distressed Investment Forum (September 2013)
  • The Rules of the Game, First Annual Educational Summit of CRE Finance Council’s High Yield and Distressed Investment Forum (September 2012)
  • Mortgage Enforcement and Realization, California Continuing Education of the Bar (January 2012)
  • Real Estate Issues for Corporate Transactional Attorneys, California State Bar Annual Meeting (September 2011)
  • Selling Distressed Commercial Real Estate Through Receiverships, ALI-ABA Webinar (December 2010)
  • How to Deal with Secured Assets Beyond Real Property, Trigild Lender Conference (November 2010)
  • Timber Financing Issues: Real Property, Goods, or Inventory?, ALI-ABA Webinar (October 2010)
  • Never File Your Own Financing Statement, Meeting of Commercial Finance and Uniform Commercial Code Committees’ Joint Task Force on Filing Office Operations and Search Logic, ABA Annual Meeting (August 2010)
  • Am I in the Money, or Is My Waterfall Running Out of Water?, Financial Lawyers Conference (January 2010)

Recent Publications

  • Co-author, Structuring and Enforcing Commercial Real Estate Loans in California: A Practical Guide (August 2016)
  • Co-author, “Have We Learned Anything from Foreclosing on Pledged Equity Collateral in Real Estate Mezzanine Lending?,” The Practical Real Estate Lawyer (September 2013)
  • Author, Chapter on Uniform Commercial Code and Related Matters, Trigild Deskbook: Guide to Receivership and Foreclosure (5th ed. 2013)
  • Co-author, Chapter on California Receivership and Foreclosure, Trigild Deskbook: Guide to Receivership and Foreclosure (5th ed. 2013)
  • Co-author, “Enforcing Defaulted CMBS Loans through Receivership Sales: Risks and Rewards of the Modification, Sale and Assumption Transaction under California’s ‘One Action’ Rule,” CRE Finance World (January 2011)
  • Co-author, “Into the Forest Primeval – Is It Real Property or Goods; or, Heaven Forbid, Inventory?,” The Practical Real Estate Lawyer (November 2010)
  • “Complex Collateral for Workouts and Deals,” Business Law News (Issue 2: July 2009)
  • Co-author, “Commercial Loan Recovery 101: How to Obtain Maximum Returns,” Commercial Lending Review (May-June 2009)
  • “Security Interests in Deposit Accounts, Securities Accounts and Equity Interests,” The EAGLE 9 Newsletter of the UCC Division of First American Title Insurance Company (Winter 2009)
  • “Enforcing a Mezzanine Loan by Public Foreclosure Sale,” The EAGLE 9 Newsletter of the UCC Division of First American Title Insurance Company (Fall 2008)

Boards and Affiliations

  • Business Law Section, State Bar of California (Former Co-Chair, Uniform Commercial Code Committee;  Former Member, Executive Committee;  Member, Opinions Committee)
  • Business Law Section, American Bar Association
  • Financial Lawyers Conference (Former Member, Board of Governors)
  • Real Property Law Section, State Bar of California
  • CRE Finance Council