William S. Small

About

William S. Small is a nationally recognized real estate lawyer with over thirty-eight years of experience successfully handling a broad range of real property transactions. Bill’s real estate practice heavily emphasizes (1) the representation of community, regional, and national banks and other institution lenders in commercial real estate lending and construction finance; (2) acquisitions and dispositions of commercial real estate (all property types); (3) representation of landlords and tenants in leasing transactions for retail, office, and industrial properties; and (4) commercial real estate development matters, including preparation of construction contracts and agreements with architects and engineers.

Bill has been selected for eight (8) consecutive years by peers for inclusion in The Best Lawyers in America® in the specialty of Real Estate Law (2007-2014).

Commercial Real Estate Finance

One of the primary areas of Bill’s real estate practice is the representation of commercial banks (community, regional, and national banks) and other financial institutions (insurance companies, mortgage REITs, and other lenders) in all aspects of commercial real estate lending and construction finance, including loan origination and documentation; loan administration and servicing; loan modifications, workouts and restructuring; and secured loan enforcement. Bill has represented lending institutions with respect to more than of $2.5 billion in construction, bridge, and permanent loans for all property types, including office, retail, industrial, residential subdivisions, condominiums, leasehold estates, and special-use properties (including hotels, mixed-use projects, health care facilities, and leasehold financing).

Bill has extensive experience with the California Finance Lenders Law (“CFLL”), which is an often overlooked California licensing requirement (implemented by the California Department of Business Oversight) generally applicable to any person engaged in the business of making consumer and commercial loans in California, subject to specified exemptions under the CFLL. Bill has successfully guided lenders through the process of obtaining a license under the CFLL, as well as advising lenders with respect to the requirements of available exemptions.

Acquisitions and Dispositions of Commercial Real Estate

Bill has extensive experience in the acquisition and disposition of commercial real estate, including industrial and manufacturing property, office buildings, shopping, and retail centers, hotels, multifamily projects, and other property types, including expertise in the following areas:

• Preparation and negotiation of purchase and sale documentation for the disposition of commercial real estate, including hotels and other projects consisting of mixed real property and personal property assets.
• Due diligence investigations for investors/purchasers of commercial real estate, including review of title reports and underlying title documents, leases, operating information, ALTA surveys, environmental assessments, property and engineering inspections, and land use entitlements.

Commercial Leasing

Bill has extensive experience in retail and commercial leasing, including representation of both shopping center owners and other commercial landlords and nationally and regionally-recognized retail tenants and other lessees in all aspects of leasing transactions (e.g., due diligence, lease negotiation and documentation, complex tenant and landlord work letters and construction agreements, ground leases and build to suit transactions, and lease administration). Bill’s retail leasing experience includes leasing transactions involving a wide variety of retailers, including retailers in the apparel, banking, food and grocery, fitness center and spa, office supply, and specialty retail industries. Bill has also represented owners/landlords of office complexes in their day-to-day office leasing transactions.

Representative Transactions

Bill has handled the following representative real estate transactions:

Finance:

• Represented lenders (commercial banks, insurance companies, and other financial institutions) in the origination, documentation, or restructure of more than of $2.5 Billion in construction, bridge, and permanent loans for commercial, industrial, and residential projects.
• Represented lender in $325 million financing for the development of $1.2 billion mixed-use project in downtown Los Angeles, including 500 condominium units, 185 room hotel, and 200,000 square feet of commercial retail space. The lender raised its capital through syndication to foreign investors in China through the USCIS Immigrant Visa EB-5 Program.
• Represented commercial bank in permanent loan secured by 280,000 square foot office building located in San Diego, California.
• Represented commercial bank in construction loan for the development of high rise luxury condominium project on Wilshire Boulevard in West Los Angeles, California.
• Represented one of the largest commercial banks headquartered in Southern California in connection with the restructuring of multiple loans aggregating more than $25,000,000 secured by multiple industrial properties in downtown Los Angeles.

Acquisitions/Dispositions/Development:

• Represented lender in sale of a portfolio of REO properties consisting of three hotel facilities in Sacramento, California.
• Represented buyer in connection with $27.2 million acquisition of 181 unit apartment complex in Los Angeles, California.
• Represented buyer in connection with $27 million land purchase for development of 152 unit condominium project in Anaheim, California.
• Represented seller in connection with $21 million land sale for development of multifamily apartment complex in Koreatown area of Los Angeles.
• Represented owner of a former oil refinery site in a $26,000,000 phased land sale to an industrial developer, including resolution of complex hazardous waste remediation issues.
• Represented developer in the purchase and development of a $120,000,000 luxury apartment complex in Los Angeles, California, the conversion of the project to residential condominiums, and the marketing and retail sale of the condominium units.
• Represented developer of a residential/mixed-use project consisting of 420-acre master-planned development in Rancho Mirage, California, including negotiation of a 99-year ground lease with the Agua Caliente Band of Cahuilla Indians.

Commercial Leasing:

• Represented developer/landlord in the acquisition, development, and leasing of a retail shopping center in Palm Springs, California, including negotiation and documentation of “build to suit” leases with Staples, Best Buy, Smart&Final, and Starbucks.
• Represented nationally recognized fitness company in California retail lease transactions in over a dozen locations, including retail locations in Hollywood, Fashion Island, Palo Alto, Malibu, and Santa Monica.
• Represented developer of a 230,000 square foot “big box” retail center in the negotiation of “build to suit” leases with multiple national brand tenants (DSW Shoes, PetSmart, David’s Bridal, The Sleep Shop).
• Represented a regional juice and organic food retailer, who is successfully operating over 15 stores in New York, enter the Los Angeles retail market for space in West Hollywood, California.
• Represented one of the largest international luxury diamond and jewelry retailer in the world in $8 million lease transaction for a retail store in San Francisco.
• Represented developer/landlord in the leasing of a 132,000 square foot retail shopping center in Westlake, California, including management of retail leasing program for the center.
• Represented owner/landlord of a medical office building in the leasing of medical office space and surgery center for 27,000 square foot MOB in Santa Monica, California.

Bill is a frequent author and lecturer on various aspects of real property law and finance, including participation in the following programs and activities:

1. Member, Planning Committee and Program Committee, USC Real Estate and Business Law Forum (2013, 2014, 2015 and 2016).
2. Moderator, USC 2015 Real Estate and Business Law Forum, Los Angeles, California. Panel: “Foreign Investment in U.S. Commercial Real Estate.”
3. Moderator, USC 2014 Real Estate and Business Law Forum, Los Angeles, California. Panel: “Global Logistics, e-Commerce, and Transportation Infrastructure: Impacts on the California Real Estate Market.”
4. Speaker, USC 2013 Real Estate and Business Law Forum, Los Angeles, California. Panel: “What’s Working with Loan Workouts: Getting to the Endgame.”
5. Speaker, Best of CLE (Lorman Seminars), January 2011. Presentation: “Selected Issues and Recent Developments in California Real Property Purchase and Sale Agreements.”
6. Speaker, IMN Bank and Special Asset Executive Forum on Distressed Real Estate, September 2010. Panel: “Navigating a Bank’s Special Asset Department.”
7.  Speaker, Lorman Seminars, December 2007. Panel: “Real Estate Development from Beginning to End.”
8. Speaker, University of California Extension in Association with the Harvard Business School Association of Southern California, Los Angeles, California, October 24, 1991. Panel: “Real Estate Workouts and Turnarounds from the Lender’s Perspective,”
9. Speaker, University of California Extension in Association with the Harvard Business School Association of Southern California, Los Angeles, California, January 28, 1993. Panel: “The Workout Process from the Lender’s Perspective.”
10. Author, California Attorney’s Damages Guide, California Continuing Education of the Bar, Chapter 2: Real Estate Seller-Buyer, Annual Update, 1991-1995.
11. Speaker, Infocast Incorporated, October 1990. Los Angeles, California. Panel: “Environmental Update for Lenders: Coping with the New Realities.”
12. Speaker, Infocast Incorporated. May 1990. Los Angeles, California. Panel: “The Comprehensive Commercial Construction Lending Course.”
13. Chair (1993-1994), Vice-Chair (1992-1993), Member (1990-1992), Education Committee of the Business Law Section of the California State Bar Association. Chair of the Business Law Section Annual Spring Program (1991 and 1992); and Chief Editor of the Business Law Section Annual Update of Legal Developments (1993 and 1994).