Clayton B. Gantz
Clay Gantz addresses client real estate concerns, including development and investment; debt and equity financing; land use and entitlements; public-private partnerships; acquisitions, sales and exchanges; and leasing and ground leasing. Recognized as a top-ranked real estate attorney by Chambers USA, Clay is well known for being "a trusted adviser, an insightful and creative problem solver and a keen negotiator” who “is knowledgeable and easy to work with.”
Leveraging decades of experience as counsel to public agencies to advise private developers in public-private partnerships, Clay advised the San Francisco Redevelopment Agency on the Moscone Center/Yerba Buena Gardens project. He also advised the city of Tustin on the conversion of its Marine Corps air station from military to civilian use. Lambda Alpha International (the international honorary society for the advancement of land economics), in inviting Clay’s membership, cited his “creativity in structuring public and private development transactions of depth and complexity.”
Clay represents buyers and sellers of distressed mortgage loans, loan portfolios and REO property as well as borrowers and lenders in mortgage loan restructurings and workouts. He both forms and serves as general counsel to commercial mortgage loan conduits and private equity funds.
An award-winning amateur winemaker, Clay is intimately knowledgeable about the acquisition, disposition and financings of wineries and vineyards. He developed his own vineyard in Sonoma County, planted to Pinot Noir and Chardonnay, and is the past president of the Russian River Valley Winegrowers.
Clay was managing partner of a San Francisco–based firm that combined with Manatt in 2008. He is a member of both the real estate and land use and the corporate and finance practice groups at Manatt.
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Clayton B. Gantz
Clay Gantz addresses client real estate concerns, including development and investment; debt and equity financing; land use and entitlements; public-private partnerships; acquisitions, sales and exchanges; and leasing and ground leasing. Recognized as a top-ranked real estate attorney by Chambers USA, Clay is well known for being "a trusted adviser, an insightful and creative problem solver and a keen negotiator” who “is knowledgeable and easy to work with.”
Leveraging decades of experience as counsel to public agencies to advise private developers in public-private partnerships, Clay advised the San Francisco Redevelopment Agency on the Moscone Center/Yerba Buena Gardens project. He also advised the city of Tustin on the conversion of its Marine Corps air station from military to civilian use. Lambda Alpha International (the international honorary society for the advancement of land economics), in inviting Clay’s membership, cited his “creativity in structuring public and private development transactions of depth and complexity.”
Clay represents buyers and sellers of distressed mortgage loans, loan portfolios and REO property as well as borrowers and lenders in mortgage loan restructurings and workouts. He both forms and serves as general counsel to commercial mortgage loan conduits and private equity funds.
An award-winning amateur winemaker, Clay is intimately knowledgeable about the acquisition, disposition and financings of wineries and vineyards. He developed his own vineyard in Sonoma County, planted to Pinot Noir and Chardonnay, and is the past president of the Russian River Valley Winegrowers.
Clay was managing partner of a San Francisco–based firm that combined with Manatt in 2008. He is a member of both the real estate and land use and the corporate and finance practice groups at Manatt.
Experience
A selection of Clay’s most significant experience includes representing:
- A Bay Area opportunity zone fund in securing a $56.2 million construction loan for a mixed-use office and retail space in downtown San Jose.
- An owner-developer in the $800 million syndicated construction financing of three office buildings located in Sunnyvale, CA. The three buildings aggregate over 1 million square feet, and are fully leased to Facebook.
- An owner-developer in a $500 million CMBS financing of three leased office buildings in Menlo Park, CA. The buildings are leased to Amazon. The financing consisted of senior secured, senior mezzanine and junior mezzanine tranches.
- An owner-developer in the acquisition of a multifamily residential project under development in Redwood City, CA. Units at the project, when constructed, are expected to be offered in part as below-market-rate units as part of a complicated trade to facilitate the entitlement of a large office development. To accommodate the seller’s tax concerns, the transaction was structured as a lease/option.
- An owner-developer in the acquisition of 1 North First Street in San Jose. The site is slated for future development.
- The private investment vehicle of the founder and CEO of a major co-working company in the acquisition, over a six-month period, of six properties for development in downtown San Jose. The properties are a mix of entitled and unentitled sites. They include Museum Place, a public-private development consisting of office, hotel, residential and museum uses; Fountain Alley, a 54,000-square-foot development site; Railyard Place, a 10-acre development site; the site of the Valley Title building, a full city block redevelopment site; and 152 N. 3rd, a nine-story office building.
- The master developer of a mixed-use project in Menlo Park consisting of hotel and office uses, as well as structured parking and a health club. Regarding the development of the project, we negotiated a joint venture between the master developer and a hotel developer, negotiated on behalf of the master developer leases of the office portion of the project aggregating 750,000 square feet with Facebook, negotiated a joint venture with Alexandria Real Estate pursuant to which Alexandria became a minority investor in the office portion of the development, and negotiated construction and permanent financing of phase 1 of the development and construction financing of phase 2 of the development.
- An owner-developer in its acquisition of City View Plaza, an 11-acre 579,541-square-foot mixed-use project located in downtown San Jose, California. The unique site encompasses 534,036 square feet of office space, 45,505-square feet of retail space, a 138,000-square-foot plaza and 1,071 parking stalls. The purchase was accomplished in fifteen days.
- A real estate developer in a $145 million construction financing for the first phase of the Menlo Gateway project. The first phase consists of a 200,000+-square-foot office building, a 40,000+-square-foot fitness center and a parking garage. The Menlo Gateway project, when complete, will consist of multiple office buildings, a fitness center, and a 4-star luxury hotel. The challenges the Manatt team overcame included coordinating development timing with the hotel owner, addressing flood zone designation issues raised by the lender and navigating multiparty land use agreements.
- An owner-developer in an aggregate $906.5 million financing transaction constituting the second phase of Clay’s continuing involvement in the development of the client’s Moffett Place campus. Leased entirely to Google, the Moffett Place campus is a 1.9-million-square-foot office campus that, when completed, will consist of six office buildings, a health club and related common-area improvements on 55 acres located in Sunnyvale,California. The financings consist of (i) a $501 million loan by Barclays and a $149 million mezzanine loan by a Korean sovereign wealth fund, each to provide long-term financing on three completed buildings, and (ii) a $256.5 million construction loan by Wells Fargo to provide construction financing for a fourth building and land financing for the remaining undeveloped portion of the project.
- An owner-developer in connection with the $520 million senior and subordinate structured financing of a portfolio of office buildings located in Sunnyvale, California. The financing consisted of an approximately $450 million three-tranche senior securitized financing and a $70 million mezzanine financing. Among the challenges overcome were mediating between the new lending group and an existing lender that had financed the construction of a new office building on a contiguous parcel via a complex intercreditor agreement (under the guise of a reciprocal easement agreement) and resolving novel ERISA problems. At the same time, the team managed the defeasance of a Bank of America financing.
- A real estate development and investment firm in connection with its site aggregation and entitlements for a groundbreaking mixed-use office and retail project in downtown Redwood City, California. Manatt negotiated the project entitlements, assisted in the acquisition of two necessary land parcels from private land sellers, and negotiated a disposition and development agreement (DDA) with the city that covered the third land parcel. The city council unanimously approved the DDA. Redwood Towers, which is also called Depot Square and Crossing 900, is a 300,000-square-foot mixed-use office and retail development adjacent to Redwood City’s city hall, and is perceived as the catalyst for the redevelopment of Redwood City’s sleepy downtown into a vibrant and walkable area.
- An owner-developer in connection with its development of a 54-story mixed-use office tower consisting of 68 high-end residential condominiums atop a 33-story office tower. The new development will be one of only two projects that directly connect to the new San Francisco Transbay Transit Center. The Transit Center is expected to become San Francisco’s Grand Central Station and will anchor what people now refer to as the Transbay District, a five-story intermodal transit hub topped by an elevated public park. The property will connect to the park via a fifth-floor sky bridge. The client will construct the building using its general contracting entity, which Manatt helped form. Our responsibilities included land acquisition financing and will further include construction financing (anticipated to be in excess of $400 million).
- A real estate investment firm and major league soccer team to option 85 acres adjacent to the San Jose Airport from the city of San Jose for the construction of a professional soccer stadium, 1.5 million square feet of office space, a 300-room boutique hotel and 75,000 square feet of retail space. The options were extensively restructured between 2008 and 2011 to keep the deals alive. With Manatt’s assistance, the team acquired the site and has commenced construction of its new stadium. To help make the project a reality, we had to resolve boundary, easement, environmental cleanup, utility access and financial issues (including complicated issues related to HUD financing and BEDI grants).
- A real estate investment firm in connection with the acquisition of tranche 1 of the commercial site and a $100 million construction loan to construct the office operating thereon.
- An office space owner-developer in securing $300 million aggregate securitized senior and mezzanine financing. Tenants at the project include Microsoft, Motorola, Plaxo and Rambus. We were involved with this project since its inception, and assisted with multiple construction and bridge financings.
- An owner-developer in securing the release of a parking parcel from a $200 million securitized loan from Bank of America for a 949,000-square-foot Class A office campus located on 26.5 acres in Sunnyvale, California. The purpose of the release was to permit the client to develop a 200,000-square-foot office building. To satisfy parking requirements, the client agreed to build a new 1,027-space structured parking garage on another portion of the project site. To obtain the release, Manatt and the client had to convince the servicers and bondholders that the release of the proposed development parcel, which served as their collateral, actually enhanced the value of their remaining collateral. We helped obtain Bank of America’s consent and negotiated the construction financing for the new building, which consisted of senior and mezzanine loans with Wells Fargo and Starwood Capital.
- An owner-developer in the refinancing of 350 Page Mill with a $115 million syndicated loan from Citibank N.A., secured by this Palo Alto office building leased to Google and subleased in its entirety by AOL. The other participant lenders are large financial institutions. The project site is a former Hewlett-Packard facility with ongoing environmental remediation.
- A real estate development and investment firm in the re-entitlement of an office and industrial site in San Jose, California, to permit high-density, transit-oriented residential development. The site is contaminated with hazardous materials, making it extremely challenging to obtain regulatory approval to develop residential units. Manatt is negotiating a cooperative initiative with the contaminator to obtain environmental clearance to convert this property to residential use.
- An owner-developer in partnering with the former senior management of a publicly traded construction company to form a general contracting company for high-end commercial construction projects. The client has identified numerous advantages to donning a general contractor’s hat, including the ability to both oversee the development of his own projects and provide general contracting services to other developers. The representation involved complex contracting, licensing and other regulatory issues.
- The city of Tustin as its special real estate counsel in connection with the conversion of the Marine Corps Air Station-Tustin from military to civilian use. Among the most far-reaching real estate development projects in the state, the development when completed will consist of 4,000 housing units, 500 hotel rooms, 500,000 square feet of retail space, 4.7 million square feet of office space, and 403 acres of public and private parks. Its mixed-use, pedestrian-oriented community core is unique in the area.
- Bank of America, Wells Fargo Bank, Central Pacific Bank, Sumitomo Bank of California, Wilshire Savings & Loan and others, as loan portfolio sellers, in a dozen distressed mortgage loan asset portfolio dispositions to private buyers involving an aggregate purchase price of approximately $1.5 billion. Performed financial advisory functions including identification of prospective purchasers, deal structuring, participation in marketing and evaluation of offers. Led seller due diligence efforts. Drafted and negotiated purchase agreements, and closed transactions.
- Lehman Brothers, Wells Fargo Bank, Morgan Stanley and others, as buyers, in over 55 distressed mortgage loan asset and loan portfolio purchases from governmental and non-governmental sellers involving purchase prices in the aggregate in excess of $3.5 billion. Transactions included the acquisition by Lehman Brothers of the entire mortgage portfolio of Westinghouse Credit Corporation, which at the time was the largest private commercial mortgage acquisition in history, and the acquisition by Wells Fargo of the debt secured by the Marriott Tenaya Lodge, the restructuring the that debt and the subsequent disposition thereof to Ohio Teachers, in what was the highest ROE transaction in Wells Fargo’s merchant banking unit. In individual loan and loan portfolio acquisitions we routinely evaluate risk presented by sellers’ deal structure, negotiate purchase agreements, conduct purchaser’s due diligence, handle conveyancing and closing and assist with the servicing of the acquired portfolios.
Accomplishments
Speaker, “Resilient Cities Summit,” an invitation-only gathering of senior elected leaders and staff from cities across the United States, sponsored by the Urban Land Institute, the National League of Cities and the U.S. Green Building Council, Rancho Palos Verdes, CA, July 2018.
Participant, "Resilient Cities Summit," Urban Land Institute, Rancho Palos Verdes, CA, July 2018.
"The Transbay Project—Harnessing Land Value to a 40 Acre Mixed Use Community," Urban Land Institute Fall Meeting, San Francisco, CA, October 7, 2015.
"Strategies for Investors in Distressed Assets—Finishing Half Built Projects," 2010 Construction SuperConference, San Francisco, CA, December 15–17, 2010.
"Evaluating Loan Sale Options," Information Management Networks' Bankers Forum on Distressed Properties & Real Estate Loan Workouts, New York, NY, April 19–20, 2010.
"Trouble in the Commercial Real Estate Debt Markets - Opportunity or Threat?" Urban Land Institute, Redwood Shores, CA, February 18, 2010.
Moderator, "Banks in Distress - Opportunities for Real Estate Finance & Investment," Information Forecast Inc., July 23, 2009.
"Workouts and Breakouts: What Can Be Built in Today's Market," Urban Land Institute, San Francisco, CA, September 2008.
Moderator, "California Local Market Roundtable," Distressed Real Estate Symposium, Miami, FL, March 2008.
Named as one of the Top-Ranked Attorneys, Chambers USA, 2021–24
Best Lawyers in America, 2019–2025
Admitted to practice in California
Member, Lambda Alpha International
Past President, Russian River Valley Winegrowers
Member, California Bankers Association
Member, Urban Land Institute; Assistant Chair, Public-Private Partnership Council, Gold Flight
Co-author, “CRE Loan Defaults: A Brief Guide for Lenders and Borrowers,” NAIOP Development Magazine, Summer 2020.
Co-author, “Tips for Commercial Mortgage Borrowers Affected by COVID,” Law360, April 20, 2020.
Co-author, “How Borrowers Can Respond to the Real Estate Downturn,” Law360, April 13, 2020.
Quoted, “ULI Product Council Outlook for Public/Private Partnerships,” Urban Land Magazine, January 21, 2020.
Co-author, "Nine Practices of Successful Public/Private Partnerships,” Urban Land Magazine, April 20, 2017.
Co-author and Editor, “Successful Public/Private Partnerships: From Principles to Practices,” Urban Land Institute, July 28, 2016.
Interviewed, What's Cookin' Today on CRN, October 5, 2015.
Quoted, "Neighborhood Watch," Wine Enthusiast Magazine, July 2015.
Quoted, "Invest in wine without drinking the profits," Wall Street Journal MarketWatch, August 13, 2013.
Quoted, "Something New for DC's (Low-Demand) Gap Finance Market," GlobeSt.com, June 29, 2013.
Co-author, "10 Reasons Why Sustainable/Energy Retrofits of Commercial Buildings Will Be the Next Big Thing," Environmental Leader, July 23, 2012.
Co-author, "CMBS Concerns – Are securitized loans worth the trouble?" Commercial Investment Real Estate magazine, Editor's Pick, July/August 2012.
Co-author, "CMBS 2.0: Still in Need of Work," Urban Land Magazine, January/February 2012.
Quoted, "Distressed Investors Still Waiting for CMBS 2.0 Financing," The Distressed Debt Report, Vol. VII, No. 15, August 23, 2011.
Quoted, "Bulk-Loan Sales, They're Back!" Distressed Assets Investor, January 2011.
Quoted, "Buy a Loan-to-Own, and Price it Right," GlobeSt.com, July 26, 2010.
Co-author, "Selling Distressed Assets," Mortgage Banking Magazine, June 2010.
Quoted, "Platform Set for CMBS Borrowers," National Mortgage News, September 21, 2009.
Quoted, "Crunch Looms for Commercial Real Estate Debt," Los Angeles Daily Journal, August 7, 2009.
Quoted, "CMBS Loans in Trouble, Law Firm Sees Way to Speed Workouts," FinCriAdvisor, July 19, 2009.
Quoted, "Financial Crisis Leads to New Ventures Between Law Firms," FinCriAdvisor, July 19, 2009.
Quoted, "GSP, Manatt Launch CMBS Advisory Services," GlobeSt.com, July 9, 2009.
Quoted, "CMBS Loans in Trouble, Law Firm Sees Way to Speed Workouts," FinCriAdvisor, July 19, 2009.
Quoted, "FDIC Backs Away from Toxic Debt Sales," GlobeSt.com, June 5, 2009.
Quoted, "Vultures Continue Circling But Close Few Deals: Opportunity funds find themselves negotiating with banks rather than builders," Real Estate Journal, October 9, 2008.
University of California College of the Law, San Francisco, J.D., cum laude, 1984
Hastings Law Journal
University of California, Santa Barbara, B.A., Political Science and Chinese Language, with honors, 1980
Chinese University of Hong Kong, 1978
Related Practices
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Venture Capital / Emerging Companies
Distressed Assets
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