The financial crisis has postponed, if not canceled altogether, many corporate deals, securities offerings and real estate development projects, economists and attorneys have said.
But a $134 million hotel development near the Georgia International Convention Center and Hartsfield-Jackson Atlanta International Airport was just ahead of the storm. The project broke ground on Sept. 12. Bank of America announced it was buying Merrill Lynch on Sept. 15 and Lehman Brothers filed for bankruptcy on the same day.
More than two years in the making, the project, led by Atlanta developer Grove Street Partners LLC, will add two Marriott-branded hotels to a 25-acre site. The hotels will anchor a 1 million-square-foot mixed-use development to be called Gateway Center. It will be the only stop on a new automated people mover between the airport’s baggage claim area and its new rental car facility.
Although the financing closed before the Wall Street maelstrom occurred, Sheley & Hall partner Raymond Sheley [right], lead counsel to Grove Street, said the transaction probably would have proceeded even if it had closed later—thanks to how the deal was structured.
He said financing will come from a combination of equity, bond revenue and debt. The group of debt lenders, led by U.S. Bancorp, won’t be required to fulfill its obligations until Grove Street spends all $51 million of the equity and bond proceeds—about nine months from now.
“The debt lenders said that the national economic turmoil would shake out before they will have to put in their own dollars,” Sheley said. “That lag will be our saving grace.”
The first of the two hotels, a 147-room Spring Hill Suites, is expected to open in February 2010. The second, a 403-room Marriott, should open by August 2010.
U.S. Bancorp never considered pulling out of the deal because of national economic conditions, said U.S. Bancorp’s lead counsel, Seyfarth Shaw partner Mark Block.
“U.S. Bancorp is a very conservative lender, and I think that, between the project developers and the other people backing it, they always felt very comfortable” with this deal, Block said.
One of the development’s financing elements will be proceeds from bonds backed by payments in lieu of taxes, also known as PILOT bonds. Since the site is owned by the city of College Park, and therefore exempt from tax, Grove Partners will make scheduled payments to the city instead of paying taxes.
The Grove Street project will be only the third in the state of Georgia to use PILOT bonds, Sheley said.
The lawyers had to review the details of how PILOT bonds work with all of the lenders and other parties involved, Seyfarth Shaw’s Block said.
“[PILOT bonds] are very unusual collateral for a real estate deal,” Block said. “It’s very atypical for what you think of as a real estate construction loan.”
Financing for a real estate project is usually a mortgage based on fees, or bonds that are based on a ground lease, Block said.
Kilpatrick Stockton partner Earle Taylor is bond counsel on the PILOT bond issue. Taylor is also serving as counsel to the underwriter, Sterne Agee.
Equity financing is being provided by Fidelity Investments of Boston and Corporate Holdings LLC’s Williams Opportunity Fund, Sheley said.
Working with Sheley on advising Grove Street were his Sheley & Hall colleagues Laura Hall [above], Eric Peterson and Joseph Snyder. The Sheley & Hall attorneys acted as general counsel to Grove Street, handling every legal aspect of the deal except tax issues. Sheley & Hall farmed out the review of tax matters to the Atlanta accounting firm Frazier & Deeter.
Seyfarth Shaw partner David Williams and associate Alison Bruley worked with Block as counsel to U.S. Bancorp. U.S. Bancorp’s primary co-lenders are SunTrust Banks and Wachovia, Sheley said.
Mack & Harris partner Robert Mack of Stockbridge represented the College Park Business and Industrial Development Authority, which owns the property where the hotels are being built. Fincher Denmark & Williams partner Steven Fincher represented the city of College Park.
Morris, Manning & Martin partner Jeanna Brannon advised both the city of College Park and the development authority on real estate issues.
Goodwin Procter advised Fidelity. The Williams Opportunity Fund relied on in-house counsel from Corporate Holdings, Jeffrey Sprain. Marriott also relied on in-house counsel.
Litigation outstanding between the cities of Atlanta and College Park over various land-use matters surrounding the airport did not hinder the hotel development, Sheley said.