Jeff Gray is a partner in the Business Law Department at Edwards Wildman. Jeff has spent his career representing a broad-range of domestic and international clients including Fortune 100 corporations, privately held entities, and entrepreneurs in a varied array of corporate, securities, real estate, and financing matters. As part of his practice, he structures, negotiates, and prepares documents for asset, stock, merger, and reorganization transactions and coordinates acquisition, development, and divestiture of commercial, industrial, retail, and residential subdivision properties, including finance, title, survey, and environmental issues. Jeff also drafts private placement offering materials for equity and debt securities and advises clients on general compliance, contract, commercial, and corporate matters, including supply contracts, software and other licensing agreements, financing arrangements, secured transactions, and organizational issues. In addition, Jeff represents national and state banks and individuals in asset-based, real estate, secured and unsecured loans and workouts. He also negotiates and drafts construction, architectural, acquisition, lease, joint venture, and divestiture agreements for real estate development and investment transactions. His experience includes representing parties from or transactions in Japan, Germany, the United Kingdom, Australia, France, Colombia, Canada, Italy, and Mexico.
Notable Experience
ˇ Serves as outside general counsel to BioHoldings, Ltd., which owns BioProcessH20 LLC and BioProcess Algae LLC. Jeff counsels the clients on day-to-day commercial work for all three of these companies. He also represented BioProcessH20 in a multi-million dollar strategic alliance with Clarcor, Inc, Green Plains Renewable Energy Inc. and NTR plc, a public Irish corporation, to create BioProcess Algae. This has included a significant expansion of their physical plant operations in Iowa. He counseled BioProcess Algae in raising in excess of $10 million, plus a grant from the Iowa Power Fund as part of the federal government's stimulus program to encourage the development of alternative energy technologies.
ˇ Represented GROWMARK, Inc., an agricultural cooperative, in its acquisition of three fertilizer distribution locations plus the acquisition of a fourth fertilizer distribution location as part of a joint venture with Bunge North America, the North American operating arm of Bunge Limited, as well as the related business and assets at these locations, from CF Industries, Inc., a subsidiary of CF Industries Holdings, Inc. The total purchase price was $40 million. The assets include river terminal facilities located on the Mississippi, Ohio and Illinois rivers with capacity for 226,000 tons of dry and liquid plant food storage. The firm counseled the client on its successful bid during the competitive process and, among other things, a creative solution to an environmental problem.
ˇ Represented a developer in financings totaling $72,500,000 to refinance CMBS indebtedness secured by a shopping center in Chicago, Illinois. The $66,000,000 first mortgage financing was provided by CIBC and a $6,250,000 mezzanine facility was arranged through Principal. The shopping center tenants include Best Buy, Kohl's and BMO Harris Bank. In addition to handling the conventional aspects of such financings, the firm identified and provided solutions to a number of title and easement issues regarding billboards and an adjacent strip center.
ˇ Represented a developer in acquiring a historic building in the Wrigleyville neighborhood of Chicago that is being renovated for a self-storage facility and a Wal-Mart Express, the retailing giant's urban, under 25,000 square foot grocery store concept. The initial closing included obtaining private financing on account of Wal-Mart not having waived its lease contingencies and establishing a limited liability company for the acquisition in which the seller elected to invest a portion of the sale proceeds and to make a loan on a subordinated basis. Upon Wal-Mart's satisfaction of its conditions, the property was refinanced with Associated Bank, which resulted in the private lender and the seller being repaid and secured additional construction funds.
ˇ Represented Control Solutions, Inc. ("CSI") and its controlling shareholders in a reorganization and sale of a controlling interest in a newly formed subsidiary that designs and manufactures innovative, micro-processor-based motion control products, focusing on commercial controls, medical therapy applications, and military systems. The equity interest was sold to private equity investment funds of Corinthian Capital Group, LLC and Cerberus Capital Management, L.P. The closing consideration was financed with a combination of equity and debt. The debt portion of the closing consideration was $10 million funded through a $20 million single draw on a term loan made by Dymas Funding Company, LLC, a Cerberus affiliate, to the subsidiary, with the balance being used for general working capital purposes. Additionally, JPMorgan Chase Bank, N.A. provided a $10 million revolving line of credit to fund additional working capital needs.
ˇ Represented a real estate affiliate of CSX Transportation, Inc. in the sale of a large vacant parcel in Chicago's central business district for $32.5 million. The closing was the culmination of over 10 years of work. At the time of the initial engagement, the property was zoned for a large office development. On account of a neighboring owner's failure to commence construction on its site resulting in a loss of millions of square feet of floor space, the property was downzoned by the City of Chicago. Compounding the problem was a downturn in the office market so the development focus shifted to residential development. After a number of prior transactions fell through due to buyers' inability to get tax increment financing, secure necessary governmental approvals, decisions to choose alternative locations or other reasons, Wildman created a structure to ensure that the final buyer closed its purchase while also minimizing any long-term risk for CSX regarding the property's environmental or other condition.
ˇ Represented Niche Software Systems, Inc. and its wholly-owned subsidiary, Publishing Business Systems, Inc. (PBS), in their multi-million dollar acquisition by Digital Technology International, a portfolio company of The Riverside Company, the largest private equity firm investing in premier companies at the smaller end of the middle market. PBS is a proven provider of advertising, circulation, production and business systems for the newspaper industry, helping newspapers integrate business matters and operate more efficiently, manage data more effectively and sell more successfully
ˇ Represented Mirvac, U.S. joint venture comprised of JF US Industrial Trust, a publicly-traded, Australian limited property trust and an affiliate, James Fielding Funds Management, and U.S.-based, CenterPoint Properties Trust in connection with a $220 million collateral mortgage-backed securities transaction with JPMorgan Chase Bank, N.A., a $170 million mortgage loan from Northwestern Mutual Life Insurance Corporation, and a $6 million line of credit from JPMorgan Chase Bank, N.A. The financings were associated with the acquisition and operation of approximately $600 million in industrial real estate. In 2011 represented three subsidiaries in refinancings totalling over $140 Million with ING.
ˇ Represented shareholders of Bacus Laboratories, Inc. (BLI) in sale of stock to Olympus America Inc., a wholly-owned subsidiary of the well-known Japanese company, in a multi-million dollar transaction. BLI is the leader in virtual microscope slide technology and in microscope software for clinical laboratory applications.
ˇ Represented a joint venture in a highly complex acquisition, financing, and redevelopment of the top 17 floors of the landmark Shubert Theater in Chicago (now known as the LaSalle Bank Theater) into a Hampton Inn hotel. Negotiated financing with numerous private and public entities, including LaSalle Bank, which provided a construction loan of $14.7 million. The landmark designation of the building's facade allowed the developer to create a preservation easement in favor of Landmarks Preservation Council of Illinois, a not for profit entity. The easement resulted in a tax deductible donation, which was sold to Sherwin-Williams Company. In addition, the renovation of the 17 floors qualified for historic tax credits, which were indirectly sold to Chevron TCI, an affiliate of ChevronTexaco. The final primary source of funds were provided by the City of Chicago from Tax Increment Financing funds. The construction loan was refinanced into a $20 million securitized loan with Morgan Stanley.
ˇ Coordinated and negotiated all aspects of a $25+ million acquisition of a 26-site agronomy business in Illinois on behalf of GROWMARK, Inc. and the conveyance of 18 of the sites to member cooperatives. Also, represented GROWMARK, Inc. in a $60+ million acquisition through bankruptcy of sixty different parcels and bank financing of Agway's agronomy and seed business.
Recent Speaking Engagements and Publications
ˇ Speaker, The Role of Lawyer's in Bank Lending Transactions, to representatives of the Bank of China, 2004.
Besides Edwards Wildman
Jeff is married with five children and lives in Wilmette, Illinois. On a pro bono basis, Jeff represents the Chicago Community Loan Fund, a non-profit organization that makes real estate and business loans primarily to non-profits seeking to improve low-income housing opportunities and the economic viability of Chicago's communities, as well as Cabrini Green Legal Aid, a non-profit organization that provides high-impact, free legal services to low-income Chicagoans in four areas of law: family, housing, criminal records, and criminal defense.
Industries
ˇ Life Sciences
Memberships
ˇ Illinois State Bar Association
ˇ American Bar Association