Bryan D. Garner

Bryan D. Garner

  • 214.969.1137
    214.999.9224
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Partner

  • Thompson & Knight LLP
    One Arts Plaza
    1722 Routh Street, Suite 1500
    Dallas, TX 75201 USA
    214.969.1137
    214.999.9224
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Bryan Garner focuses his practice primarily on the representation of institutional purchasers and sellers of improved commercial real estate and the representation of securitized trusts in the resolution of defaulted commercial mortgage-backed securities (CMBS) loans. Bryan’s work on behalf of these clients covers all asset classes of commercial real estate and has involved real property located in Alabama, Arizona, California, Colorado, Connecticut, Florida, Illinois, Minnesota, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Tennessee, Texas, and Wyoming, among other states.

Bryan has advised a range of purchasers and sellers of commercial real estate, from family offices to Fortune 500 companies, representing them in drafting and negotiations related to purchase and sale agreements, joint venture and preferred equity agreements, financing documents, and closing documents.

Bryan’s representation of securitized trusts has included every aspect of a CMBS loan workout, including judicial and non-judicial foreclosure proceedings, state and federal court receiverships, injunction actions, loan sales, deeds-in-lieu of foreclosure, loan modifications, assignments and exercise of the Section 3.18 purchase option under pooling and servicing agreements, and bankruptcy litigation.

Experience

Acquisitions/Dispositions, Joint Venture Agreements, Development, and Leasing

  • Representation of a retail developer in the $135 million acquisition of the retail portion of a mixed-use development in California comprised of air-space parcels (i.e., platted lots with upper and lower elevations) containing retail, restaurant, theatre, and related development; lead role in negotiation of acquisition and financing documents; oversight of analysis regarding easements, covenants, and restrictions governing the relationship among the retail center, a privately-owned residential tract, and city-owned parking tracts; consultation with local counsel regarding use restrictions applicable to the client’s proposed redevelopment of the project and negotiations with municipal officials; ongoing role in the leasing, management, and operation of the retail center
  • Representation of an office developer in the acquisition of a 1.5 million square foot office tower, which will be redeveloped into a mixed-use project including multi-family, office, retail, and public access space; lead role in negotiating and drafting the complex debt and equity components of this transaction, which included the negotiation of acquisition financing, a joint venture agreement related to the acquisition lender's right to convert its debt to equity, and a separate joint venture agreement related to a profit participation interest in favor of the lender
  • Representation of a buyer who, through an equity purchase, acquired fee or leasehold ownership interests in over 100 restaurants across the U.S.; lead counsel for all real estate matters related to this transaction, including a multi-property, multi-million dollar sale/leaseback transaction and a financing transaction involving fee and leasehold collateral in multiple jurisdictions
  • Representation of an office developer in the $32 million acquisition of an 11-story office tower, including assisting with negotiating and drafting the joint venture agreement; negotiating and drafting contract amendments and closing documents; coordinating and advising on due diligence (zoning, lease review, and significant environmental issues); and negotiating and closing a $25 million mortgage loan secured by the building
  • Representation of a retail developer in the acquisition of a 70,422 square foot retail center located outside of Chicago comprising the ground floor of a mixed use development that includes condominiums and city-owned parking facilities; advised the client in connection with extensive due diligence, negotiating a joint venture agreement with an institutional equity investor (implicating unrelated business taxable income [UBTI] and Fractions Rule compliance issues), and negotiating a financing transaction with an institutional lender, including an interest rate swap transaction
  • Representation of a retail developer in the acquisition of a 65,000 square foot shopping center, including the negotiation and closing of a senior mortgage loan secured by the center
  • Representation of a retail developer in the acquisition of a tract of land intended for future development 
  • Representation of a Fortune 500 company in the purchase and sale of multiple automobile dealerships throughout the country
  • Representation of the owner of a Class AA office property in its negotiation of a 24,000 square foot lease with one of the building’s anchor tenants
  • Representation of the owner of a Class AA office building in the negotiation of an approximately 8,000 square foot lease for the building’s signature restaurant
  • Representation of a municipality in a public-private partnership involving a catalyst mixed-use development designed to revitalize the core of the city’s downtown
  • Representation of a retail developer in the negotiation and drafting of a parking license agreement

Real Estate Capital Markets

  • Representation of a REMIC trust in the resolution of a defaulted $69 million CMBS loan secured by an approximately one million square foot regional mall in Ohio, including negotiation of an agreed receivership for the mall; multiple negotiations with counsel for the borrower, receiver, and property manager; and the negotiation and closing of a loan sale transaction and a deed-in-lieu of foreclosure transaction
  • Representation of a commercial mortgage lender in the drafting, negotiation, and closing of over 15 loans secured by office and multi-family properties located in several states
  • Representation of a mezzanine lender in UCC Article 9 foreclosure proceedings on its pledged collateral
  • Representation of REMIC trusts and special servicers in the structuring, drafting, negotiation, and closing of tri-party transactions involving the assignment of a special servicer’s Section 3.18 purchase option to a third-party and the third-party’s exercise of that right to purchase a defaulted CMBS loan from a REMIC trust
  • Representation of a commercial lending institution in its negotiation of acknowledgment agreements with Ginnie Mae and Fannie Mae (related to the client’s security interest in servicing rights pledged by the client’s borrower)
  • Representation of a REMIC trust in the resolution of a portfolio of three CMBS loans (each involving multiple tranches of senior and mezzanine debt) secured by 16 apartment complexes located in Texas and Maryland, which resolution included the negotiation and confirmation of a reorganization plan in Chapter 11 bankruptcy proceedings that substantively consolidated the borrowers and resulted in a third party purchasing all 16 properties and assuming an amended, restated, and consolidated loan in the principal amount of $296.68 million
  • Representation of a commercial mortgage lender in the sale of a $10 million loan secured in part by a nuclear bunker, then representing the purchaser of such loan in a borrower bankruptcy filing and a successful nonjudicial foreclosure sale of the bunker
  • Representation of a REMIC trust in the resolution of a $197 million defaulted CMBS loan secured by approximately 20 apartment complexes located in three states, including negotiation of an agreed receivership in United States District Court, structuring entities to take title to the properties by foreclosure or deed-in-lieu of foreclosure, and directing due diligence activities
  • Representation of a REMIC trust in a non-judicial foreclosure action that involved threats of a lawsuit against the trust by a bankruptcy trustee, a potential borrower bankruptcy filing, and a possible lawsuit against the trust by a limited partner in the borrower; successfully used the then-recently-enacted Texas Assignment of Rents Act to recover thousands of dollars of rental income for the trust directly from the tenants and completed the non-judicial foreclosure sale of the property, selling it to a third-party bidder at the foreclosure sale
  • Representation of a REMIC trust in negotiations involving environmentally-contaminated collateral and advising on multiple possible exit strategies, including a discounted payoff transaction with the borrower, a receivership over the property, and a loan sale
  • Representation of a REMIC trust in a multi-state deed-in-lieu of foreclosure transaction involving nine properties securing over $130 million of CMBS debt
  • Representation of a commercial mortgage lender in the resolution of two non-performing loans through a discounted payoff transaction, multiple requests for injunctive relief by the borrower, an involuntary bankruptcy filing by the lender against the borrower, and a non-judicial foreclosure sale
  • Representation of multiple lenders (working through a national special servicer) in the structuring, implementation, and closing of a portfolio sale of non-performing loans
  • Representation of multiple REMIC trusts in the disposition of an $80 million portfolio of non-performing CMBS loans
  • Representation of a REMIC trust in the structuring, negotiation, and closing of a discounted payoff transaction involving two cross-collateralized and cross-defaulted CMBS loans secured by retail properties in different states

Distinctions/Honors

  • The Best Lawyers in America® by Woodward/White Inc. (Real Estate Law); 2017-2019

  • Texas Rising Stars® by Thomson Reuters (Real Estate); 2012, 2015-2016

  • “Recommended Attorney,” The Legal 500 US by Legalese (Real Estate); 2017

  • Special Services Award, Dallas Volunteer Attorney Program; 2004

Activities (Memberships/Affiliations)

  • Member, State Bar of Texas

  • Co-Founder, St. Philip’s Legal Clinic (a monthly, all-volunteer legal clinic adopted by the Dallas Volunteer Attorney Program); 2004-present

  • Member, 2016-2017 Class of the Leadership Arts Institute

  • Partner, Social Venture Partners Dallas

  • Member, Pegasus Professional Society (affiliated with, and benefitting, the Senior Source); 2012-present

  • Member, 2005-2006 Class of The Real Estate Council’s Associate Leadership Council