Sean P. Murphy focuses his practice on commercial real estate transactions, real estate development and the leasing of office, multi-family and mixed-use assets. Mr. Murphy has counseled opportunity funds, REITs, real estate developers, owners and lenders in construction and project finance matters and Public Private Partnerships. In addition, Mr. Murphy frequently represents owners, operators and lenders in the seniors housing and care industry. As outside counsel and as a principal, he has negotiated and closed upon the acquisition, sale and financing of numerous assisted living, skilled nursing, memory care and CCRC portfolios, Medical Office Buildings and specialty healthcare-related assets throughout the United States.
In 2010, Mr. Murphy co-founded a Registered Investment Advisor business focused on debt investments secured by real estate assets, Wakefield Capital Management, Inc., where he served as Chief Operating Officer, Chief Compliance Officer and General Counsel. He also served as EVP, General Counsel and Corporate Secretary of Medical Office Properties, Inc., a private REIT invested in seniors housing and medical office buildings, and he co-founded Chain Bridge Capital LLC, a private real estate investment partnership that served as the joint venture partner of a public healthcare REIT that acquired hundreds of assets throughout the United States.
Outside his real estate work, Mr. Murphy counsels issuers and investors in private placements, as well as emerging companies in venture capital and angel investment financings. He has provided asset management and transactional services on behalf of investment and advisory firms, and represented the mid-Atlantic’s first venture capital fund specializing in genomics. As a co-founder and board member of a medical products company, Mr. Murphy has first-hand experience with raising angel and venture capital funding. Earlier in his career, Mr. Murphy was a Federal Trial Attorney at the U.S. Department of Justice, where he handled trials and appeals involving government contracts, construction and general commercial disputes.
Mr. Murphy is a 1989 graduate of Georgetown University Law Center, where he was a member of the Georgetown International Environmental Law Review. He earned a master's degree in real estate with a concentration in finance and development from Georgetown University in 2012 and a B.S.F.S. from Georgetown University in 1985.
Areas of Practice
- Commercial Real Estate Transactions and Finance
- Construction and Real Estate Development
Public-Private Partnerships (P3)/Project Finance
- HealthCare M & A and Commercial Lending
- Venture Capital and Private Equity
- Represented PNC Bank, N.A. in providing credit support to its borrower in the form of purchasing up to $45 million of bonds to be issued by 3 jurisdictions (one in Kentucky, one in Florida and one in New York). The bond financing required the subordination to PNC's credit support of existing debt encumbering the borrower's real property, which prior debt is held by a syndicate of lenders led by Credit Suisse, and the negotiation of an Intercreditor Agreement among Credit Suisse and PNC.
- Presently representing owner/operator of a portfolio of skilled nursing facilities being contributed into a joint venture with a large hospital system in the Northeast U.S., and with the negotiation of a Transfer of Physical Assets (TPA) application involving the assignment and assumption of debt guaranteed by the U.S. Department of Housing and Urban Development (HUD).
- Assisted client in forming a $100 million dollar commercial real estate opportunity fund involving a master ground lease investment platform; drafted offering memorandum, including unique risk factors, and counseled the client in connection with the proposed capital raise.
- Represented entrepreneurs in connection with regulatory issues implicated in creating a cryptocurrency (Bitcoin) business to be conducted exclusively through automatic teller machines (ATMs) in Delaware, Maryland, Virginia, the District of Columbia and California.
- Represented hospitality client in connection with the development and construction of a hotel in Rehoboth Beach, Delaware, including negotiation of the Franchise Agreement with one of the leading global lodging businesses.
- Represented developer and owner of a seniors housing facility in Westhampton, New York in connection with a $21 million HUD-insured permanent financing.
- Assisted client with acquisition and financing of $20 million off-campus student housing project servicing University of Arizona.
- Completed a third bulk financing through KeyBank National Association by Fannie Mae for a borrower/owner/operator client, totaling $183 million and secured by student housing projects in Texas, Iowa, Michigan, Kentucky, Georgia, Ohio, Kansas, South Carolina, North Carolina, Florida and Georgia.
- Represented a publicly-traded healthcare REIT in a number of dispositions, including the sale of skilled nursing facilities in the Northeast and Midwest US.
- Represented Voxx International Corporation and a majority of its U.S. and foreign subsidiaries in a $155 million syndicated, secured, asset-based loan facility extended by Wells Fargo, Citibank, Key Bank and HSBC.
- Represented the borrower on a 15-asset, 20-building portfolio of assisted living and memory care facilities valued at more than $100 million. Red Mortgage Capital, one of the leading seniors housing industry DUS (Delegated Underwriting & Servicing) lenders, arranged a $75 million Fannie Mae DUS loan to finance the portfolio.
- Represented the borrower in connection with financing a portfolio of 32 assisted living and memory care facilities in seven states valued at approximately $240 million; multiple assets in the portfolio had been financed with HUD mortgages that our client assumed following our representation in the HUD approval process. Represented the borrower in negotiating a $160 million credit facility from a traditional balance-sheet bank lender relating to other assets in the portfolio.
- Handled as EVP & General Counsel for a private REIT, Medical Office Properties, Inc., and a real estate investment partnership, Chain Bridge Capital LLC, the raising of equity capital from two SEC Rule 144A offerings to institutional investors.
- Handled as EVP & General Counsel of a joint venture consisting of Chain Bridge Capital LLC and a publicly-traded REIT the creation, financing and management of a joint venture, Wakefield Capital LLC, through which approximately $235 million in equity commercial real estate (CRE) acquisitions was deployed in approximately two-and-a-half years; played principal role in creating one of the first specialty healthcare Taxable REIT Subsidiaries ("TRS"), comprised of 34 separate CRE assets across the US.
- Co-founded and served as General Counsel, Chief Compliance Officer and Chief Operating Officer for Wakefield Capital Management, Inc., an SEC-licensed Registered Investment Adviser under the Investment Company Act of 1940.
- Handled as EVP & General Counsel for Wakefield Capital LLC, the acquisition or ground-up development of 123 separate healthcare real estate assets (including medical office buildings (MOB's), medical research and lab facilities, seniors housing assets and specialty medical assets) comprising $515.5 million at initial investment.
- Handled as General Counsel for Chain Bridge Capital LLC in the acquisition of a portfolio of mortgage loans, mezzanine and working capital loans along with multiple real estate equity investments in medical office buildings (MOB's) and seniors housing assets valued at $93.9 million at acquisition or loan origination.
- Advised concerning the sale of a portfolio of 10 assisted living and memory care assets for $95 million to a private equity investor.
- Closed the sale of a portfolio of 10 skilled nursing facilities to a NYSE publicly-traded REIT.
- Handled as General Counsel the closing of a $24 million construction loan with purchase options for the ground-up development of six assisted living and memory care facilities and acquisition of related Certificates of Need from state healthcare regulatory agencies.
- Advised concerning the preparation and marketing of a $300 million private placement memorandum to capitalize a real estate investment fund.
- Represented Medical Office Properties, Inc., a specialty-Medical Office Building (“MOB”) REIT, in the acquisition, leasing, financing and disposition of 23 MOBs, cancer/specialty-medical treatment centers and hospital-system-related research/laboratory facilities located in California, Colorado, Florida, Maryland, North Carolina, Texas and Virginia, including negotiating acquisition mortgage financing and refinancings with Bank of America, GE Capital, Wachovia and other lenders, as well as the sale of the portfolio to an institutional buyer resulting in an approximate 47% IRR for the company.
- Represented two federally-chartered financial institutions in breach of contract litigation related to United States v. Winstar Corp., et al. 518 U.S. 839 (1996) concerning the purchase of federal savings banks and the ability to use supervisory goodwill as an asset to meet regulatory capital requirements.
- Represented Chase Manhattan in litigation alleging breach of promissory notes. Successfully argued that while Chase Manhattan breached its agreement to assign the corporations’ notes when it could not locate the notes, the corporations failed to mitigate damages when they refused Chase’s offered assignment and indemnity agreement.
- Successfully represented a large construction contractor in litigation concerning whether a state statute relating to construction bonds prevented a federal court sitting in diversity from having subject matter jurisdiction.
Commercial Real Estate and Finance
Commercial, Construction and Government Contract Litigation
- District of Columbia
- New York
- Georgetown University Law Center, J.D., 1989
- Georgetown International Environmental Law Review
- Georgetown University, M.A., with high honors, Real Estate Finance and Development, 2012
- Georgetown University, B.S.F.S., 1985
- Duane Morris LLP
- Partner, 2016-present
- Wakefield Capital Management
- General Counsel, Chief Compliance Officer and Chief Operating Officer, 2004-2016
- Chain Bridge Capital LLC
- Co-Founder and Partner, 2004-2016
- Medical Office Properties, Inc.
- Executive Vice President, General Counsel and Corporate Secretary, 2001-2004
- Patton Boggs LLP
- Of Counsel, 2000-2014
- Muldoon Murphy & Faucette
- Of Counsel, 1997-2000
- Annis Mitchell
- Associate, 1995-1997
- U.S. Department of Justice
- Federal Trial Attorney, 1991-1995
- Dewey Ballantine Bushby Palmer & Wood
- Associate, 1989-1991
- National Investment Center for the Seniors Housing & Care Industry (NIC)
- American Seniors Housing Association (ASHA)
- Urban Land Institute (ULI)
- NAIOP, Washington, D.C., Maryland and Virginia Chapters
- District of Columbia Building Industry Association (DCBIA)
- Association of Corporate Counsel
Honors and Awards
- AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
- The Shooshan Company
- Board of Advisors, January 2014-present
Civic and Charitable Activities
- Teresian House Center for the Elderly
- Board of Directors, 2011-present
- Volunteer, Catholic Charities of Washington, D.C.
- Volunteer, the Leukemia & Lymphoma Society
- Co-author, "In Brexit Wake, Belgium Devises Competitive Real Estate Investment Vehicle," Duane Morris Alert, March 3, 2017
- Federal Court Diversity Jurisdiction Involving Unincorporated REITs: REIT Citizenship Is Based on Citizenship of Its Shareholders," Duane Morris Alert, March 11, 2016
- The Global Financial Crisis Substantially Changed the CRE Investment Environment and Terms Acceptable to Institutions, Master's Thesis, Georgetown University, December 2012
- "The Emergence of Seniors Housing and Healthcare-Related Real Estate as an Institutional-Caliber Asset Class," Seniors Housing White Paper, August 2011
- The Genome Zone: Life Sciences Real Estate in Washington-Baltimore, June 2002
Selected Speaking Engagements
Speaker, "The Federal Opportunity Zone Program in Real Time: Leveraging This Tax Incentive Now," Duane Morris Roundtable Breakfast, Washington, D.C., November 28, 2018
Moderator and Panelist, "Senior Care Real Estate Roundtable" and "Legal & Regulatory Roundtable," Opportunities in Senior Housing & Care, New York, New York, April 3-4, 2018
- Moderator, "Healthcare Real Estate Roundtable," iiBIG Investment and M&A Opportunities in Healthcare Conference, Nashville, June 8, 2017
- Conference Leader and Moderator, "Challenges & Opportunities in HealthCare in 2017 - The Future (or Demise?) of Obamacare & What to Expect from the Trump Administration and the 115th Congress," Washington, D.C., April 20, 2017
- Moderator, "Investment and M&A Opportunities in Healthcare," International Institute for Business Information & Growth (iiBIG) Conference, Nashville, Tennessee, June 8, 2016
- "Global Financial Crisis & Resilience of Seniors Housing," presentation in connection with Master's Thesis, December 2012