Matthew C. Fragner

Specializing in business and real estate transactions since 1978, Matthew C. Fragner
earned his J.D. from the University of California Berkeley (Boalt Hall) (1978) and his B.A.
from Yale University (1975).  Mr. Fragner has been involved in representing a variety of
start-up, growing and mature businesses, as well as developers, lenders and tenants of
high rise office buildings, shopping centers, single family and multi-family residential
projects and industrial office parks, with particular expertise in leasing, sale/leaseback
transactions, limited liability companies, redevelopment projects, private/public
partnerships and complex multi-phased projects.

Clients Mr. Fragner has represented include The CIM Group, Citicorp, Union Oil
Company of California, General Electric Capital Corporation, Imperial Credit Commercial
Mortgage Investment Corp., McDonald’s, Trammell Crow, Legacy Partners, Deutsche
Financial Services, Merrill Lynch, Bank of America, N.T. & S.A., The Prudential
Insurance Company of America, First Interstate Bank, Credit Lyonnais, Dunlop Tire
Corporation, Christian Dior and Louis Vuitton.  

From 1998 to 2000, Mr. Fragner was chair of the Commercial Development and Leasing
Subsection of the Los Angeles County Bar Association and on the Real Property Section
Executive Committee.

Mr. Fragner has lectured at the University of Southern California Real Estate Development
Graduate School (1995-1999) and to various local, state and national bar groups on
Opinions in California Real Estate Loan Transactions (1987), Real Estate Aspects of Co-
generation Facilities (1988), Reciprocal Easement Agreements (1990), Negotiating
Agreements Between Tenants and Lenders (1991), Customizing Title Endorsements
(1991), Alternative Pricing for Legal Services (1994), Tenant Improvement Work Letters
(1994-1999), Nondisturbance, Subordination and Attornment Agreements (1996, 1997),
Financing Ground Leases (1998, 1999), Environmental Disclosures (1999), Year 2000
Real Estate Issues (1999), Structuring Real Estate Ventures (2002, 2003) and
Miscellaneous Provisions (2004).  Mr. Fragner’s publications include:

“Atlas Shrugged – Who Wrote This Damned Lease Provision Anyway?”  Los Angeles
County Bar Association Real Property Section Review (January, 1995).

“Fine Print” – Los Angeles Lawyer (January, 1998) (cover article).

“Tips for Buying Property Out of Bankruptcy” (with Peter J. Gurfein) – Los Angeles
County Bar Association Real Property Section Review (September/ October, 1998).

“Universal Document Drafting Checklist” – Los Angeles County Bar Association Real
Property Section Review (March/April, 1998).

“Sophisticated Use of Estoppel Certificates”-- Los Angeles County Bar Association Real
Property Section Review (2004).

“Insurance Deductibles as an Operating Expense”-- Los Angeles County Bar Association
Real Property Section Review (2004).


Norbert M. Seifert

Mr. Seifert graduated with honors from the University of Pennsylvania, Wharton School
in 1977 with a B.S. (Econ.) degree and from the NYU School of Law in 1980 with a J.D.
degree. While in law school, he was an editor of the Annual Survey of American Law.

For the past 25+ years, Mr. Seifert has been engaged in various aspects of real estate
transactional law practice, including real estate acquisition and disposition, real estate
finance (representing senior and subordinate lenders, originators of convertible debt and
borrowers), loan defeasance and refinancings, loan restructuring, foreclosure/work-out
and related matters, commercial leasing, entity formation and capitalization (including pre-
formation structuring), and capital markets transactions (debt, equity and hybrid).

Mr. Seifert’s clients have included institutional lenders and advisors (including banks and
finance companies, investment banks and investment funds) and property developers and
owners, including developers of large retail, flagged hospitality and multifamily residential
properties, such as CIBC, Column Financial/CS First Boston, Calyon (France),
Transwestern and Rothbart Development Corp. and their affiliates.  He has negotiated and
completed leases and pad sales on behalf of shopping center owners with various national
and regional chain tenants, including Starbucks, Payless Shoesource, Wells Fargo, Bank
of America, Citibank, Office Depot, Petsmart, Nordstrom, Barnes & Noble, Hallmark,
Citibank, Walgreens, Ross Stores and California Pizza Kitchens, among others. He also
has represented The CIM Group, George Smith Partners, Inc., Tutelian Development
Partners, Haseko Corporation, Accord Interests and others in projects including the
purchase of a 30+ property office portfolio for over $1.4 billion, the refinancing and
subsequent sale of a Marriott Residence Inn Hotel near Beverly Hills, the financing
(including providing a California enforceability legal opinion) of a 60+ story office tower
in Downtown Los Angeles, the structured $1.5 billion financing of an office portfolio
(indluding a mortgage loan and simultaneous multiple tiers of mezzanine loans), two
separate refinancings of a large retail shopping center in Bakersfield, CA anchored by Wal-
Mart, Michaels, Ross, Target and Home Depot stores, bulk sales of multifamily mortgage
loans by an originator for bulk-up in anticipation of securitization, originations and
documentation of forward commitments in support of construction loans for affordable
housing projects, documentation and collateralization of deferred fee arrangements, sales
of Century City office buildings, sales of retail shopping centers and developed parcels
within retail shopping centers, and a wide variety of other transactions.

Mr. Seifert worked for three years as Senior VP, Corporate Secretary and General
Counsel of a real estate investment trust that he helped form and take public in a 1997
$500+ million IPO (former symbol: ICMI). While at ICMI, he was one of four members
of its Executive Investment Committee, responsible for making all of ICMI’s investment
decisions. He also negotiated and documented various credit facilities ($800 million in two
warehouse facilities, a $25 million repo facility and numerous term loans), managed all
outside counsel, all day-to-day legal affairs (including employment, consultant, executive
compensation, retention and severance, corporate facilities, operations and compliance
issues), and managed the legal aspects of a successful stock-for-cash merger of ICMI
into another public company.  Before working at ICMI, Mr. Seifert was a partner in the
real estate departments of the Los Angeles offices of Sonnenschein Nath & Rosenthal and
Mayer, Brown & Platt, and before that he worked for several years as an associate
attorney at Milbank, Tweed, Hadley & McCloy in New York City.

Mr. Seifert has lectured on real estate securitization to real estate finance classes at UCLA
Extension (both introductory and advanced classes), and on jurisdictional issues at the
American Bar Association Section of Business Law, 2003 Spring Meeting where he was a
panelist for a program on REITs entitled Battle of the Boundaries; MD v. DE v. VA.  

Mr. Seifert is licensed to practice law in both California and New York.  He practices law
in the Firm’s Century City, CA office.


Terrence R. Pace

Mr. Pace obtained his undergraduate and juris doctor degrees from the University of
Southern California (1988 and 1995, respectively). For Mr. Pace’s first nine years as a
lawyer, he practiced with Sonnenschein Nath & Rosenthal, where he became a partner in
2003. His experience includes extensive representation of numerous banks, insurance
companies and other institutional lenders, with a concentration in real estate secured
lending and commercial finance, involving structuring, documenting and negotiating
conventional, construction and mezzanine loans, acquisition loans, revolving credit
facilities, conduit loans, letter of credit facilities, portfolio acquisitions, receivable
purchase facilities, the sale and participation of loans, asset securitizations, workouts,
recapitalizations, syndicated credit facilities and joint ventures.  Mr. Pace has expertise in
a broad range of corporate and real estate transactions, including commercial and retail
leasing, ground leasing, affordable housing, tax deferred exchanges, construction and
architectural agreements, foreclosures and restructurings and equipment leasing.  

Clients that Mr. Pace has represented include Citibank Private Bank, The CIM Group,
Napa Community Bank, Imperial Credit Commercial Mortgage Investment Corp., Katell
Investment Company, Unocal Land and Development Company and Union Bank of
California.


Risa B. Winograd

Ms. Winograd obtained her undergraduate degree from the University of California, Los
Angeles, cum laude, in 1987, and her J.D. degree from Loyola Law School in 1991,
Order of the Coif.  Before joining the Firm, Ms. Winograd practiced for over seven years
at the firm of Liner Yankelevitz Sunshine and Regenstreif, as senior counsel in that firm’s
real estate department, and before that, for over six years at Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro.  She regularly engages in the negotiating, structuring,
drafting and preparation for execution of leases (including long and short-term office,
retail, industrial and telecommunications leases, ground leases and tenant improvement
agreements), license agreements, equipment leases and easement agreements.  She has
reviewed, negotiated and drafted numerous real property acquisition (purchase/exchange),
disposition, construction and architectural agreements.

Clients that Ms. Winograd has represented include:  California State Teachers’ Retirement
Fund; Arden Realty, Gore Technology Group; Marvel Entertainment, Pandemic Studios,
FoodBrand, MJW Investments, Shoe Pavilion, Skechers and Lakeshore Learning Stores.


Pamela K. Prickett

Ms. Prickett has a long and distinguished career as a California transactional real estate
attorney. A graduate of Stanford University with distinction in 1976 and Stanford
University School of Law in 1979, Ms. Prickett has for 30 years resolved complex legal
issues in a wide variety of sophisticated financing, ownership, leasing and development
transactions involving commercial real estate. Ms. Prickett is a highly regarded expert on
legal issues related to hotel ownership, management and finance. She also is well known
for her extensive legal work related to leasing of high profile commercial office and retail
premises. Ms. Prickett’s practice includes representation of numerous clients in
connection with the development, ownership and operation of mixed use, office
(including medical office), hotel, retail and other commercial properties. Ms. Prickett also
is experienced in tax advantaged investment and finance. Ms. Prickett has represented
Indian Tribes on real estate matters regarding both tribal lands and real estate
investments.  

Ms. Prickett is member of the Los Angeles County and American Bar Associations. Real
Estate Southern California magazine has named Ms. Prickett as one of the 50 “Women of
Influence” among women professionals in the California real estate industry. Ms. Prickett
also serves as a Board Member for the Arthritis Foundation – Southern California and
Nevada Chapter.  Prior to joining the Firm, Ms. Prickett was a partner in the Los Angeles
office of Sonnenschein Nath & Rosenthal, LLP.


Kathy Yoon

Ms. Yoon graduated from the University of California Berkeley in 1998 and the University
of California Hastings College of Law in 2003. She began practicing law in 2003 as an
associate attorney in the Los Angeles office of Sonnenschein Nath & Rosenthal, LLP.  
During her legal career, Ms. Yoon has represented pension fund advisors, joint ventures,
REITs, other institutional investors and high net worth individuals in the acquisition and
disposition of hotels, office buildings, industrial buildings, apartment buildings and vacant
land, including portfolio transactions. Ms. Yoon is a Co-Author of “Restrictions on
Foreign Investment in Real Property” in the Manual of Foreign Investment in the United
States (3rd ed. 2004).  She is fluent in Korean.


Liora Raphael

Ms. Raphael graduated from Southwestern University in 1997 and the University of
Winnipeg in 1993.  In association with the Firm, Ms. Raphael serves as Associate Counsel
for The CIM Group, a national development company.  Before joining FSPW, Ms.
Raphael was an associate attorney in the Los Angeles office of McGuire Woods, LLP
where she negotiated and finalized more than 100 communications leases for a major
telecommunications company, conducted project management of environmental due
diligence involving several thousand sites, and represented clients in the negotiation and
drafting of various real estate agreements, including licenses, leases, easements and
purchase and sale contracts.
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