Xiu Ming (Lily) Gao

Special Counsel

  • Xiu Ming (Lily) Gao
  • Phone: +1 212 471 1850

    Import to Address Book

  • Duane Morris LLP
    1540 Broadway
    New York, NY 10036-4086
  • Duane Morris LLP
    230 Park Avenue, Suite 1130
    New York, NY 10169-0079

Xiu Ming (Lily) Gao is vice chair of the Affordable Housing and Community Development Group. Ms. Gao practices in the area of corporate law with a focus on mergers and acquisitions and finance transactions. Ms. Gao represents both publicly held and private companies on a wide variety of corporate and transactional matters, including mergers, stock and asset sales, private equity transactions, restructurings and general corporate issues. She also represents banks and borrowers in single-lender and multi-lender commercial finance transactions. With respect to community development financing, Ms. Gao represents an array of community development entities, investors and developers in new markets tax credit transactions designed to promote development in underserved markets.

Ms. Gao is a 2013 graduate of Brooklyn Law School and a summa cum laude graduate of the Macaulay Honors College at the City College of New York, where she was elected to Phi Beta Kappa. She is conversant in Mandarin, Cantonese and Fujianese.

Areas of Practice

  • Corporate and Business Law
  • Mergers and Acquisitions
  • Commercial Finance
  • Community Development Finance

Representative Matters

    Mergers and Acquisitions

  • Represented a leading distributor and retailer of motor fuels in the sale of its assets, including more than 1,400 wholesale fuel locations and 70 retail convenience stores, to a large U.S. operator of gas stations/convenience stores in a transaction valued at over $350 million.

  • Represented S-Network Global Indexes, Inc., a New York-based leading publisher and developer of over 300 proprietary and custom indexes, in its sale of all of its stock to Alerian, a Dallas-based information services company and index provider.

  • Represented Catalent, Inc. (NYSE: CTLT), a drug delivery technology company, in its $140 million all cash acquisition via tender offer of Juniper Pharmaceuticals, Inc. (NASDAQ:JNPR), including its U.K.-based Juniper Pharma Services division.

  • Represented Voxx International Corporation in its $20 million acquisition, through Newco, a Delaware LLC, of 54 percent of the assets of EyeLock, Inc., a Puerto Rico corporation, and EyeLock Corporation, a Delaware corporation, and a wholly-owned subsidiary of EyeLock, Inc.

  • Represented Otto Bock Healthcare, a leading manufacturer and supplier of prosthetics headquartered in Germany, in its acquisition of BionX Medical Technologies, Inc.

  • Represented Victory Internal Medicine, a Staten Island group practice with 13 physicians, in its acquisition by Mount Sinai Health System. Victory Internal Medicine is now renamed Mount Sinai Doctors Victory Internal Medicine.

  • Represented Enumeral Biomedical Corp. in closing an alternative public offering, allowing the company to raise $21.5 million in a private placement financing in connection with a reverse merger into a publicly held company.

  • Represented WANDL, Inc., a software solutions company specializing in advanced network planning, management, design and the optimization of next-generation multi-layer networks, in its sale by reverse triangular merger to Juniper Networks, Inc. (NYSE: JNPR) for approximately $60 million.

  • Private Equity

  • Represented StoneMor Partners (NYSE: STON), a leading owner/operator of cemeteries and funeral homes in multiple states and Puerto Rico, in its $447.5 million recapitalization transaction, consisting of a $385 million private placement of 9.875% Senior Secured PIK Toggle Notes to various noteholders and concurrent private placement of $62.5 million of liquidation value of Series A Convertible Preferred Units of the Partnership to Axar Capital Management.

  • Represented Yonder Music Inc. in its receipt of a preferred equity investment of $10 million by Axiata Digital Services Sdn Bhd, one of the largest telecommunications companies in Asia. The transaction provided funding for the launch of a service-tier-bundle of digital music services on smart devices through a commercial licensing agreement with Celcom Mobile Sdn Bhd, one of Axiata's subsidiaries in Malaysia, under which the Yonder digital music application will be made available to more than 13 million Celcom subscribers in Malaysia.

  • Represented Double Down Asset Management, LLC in its $1.8 million investment in Step Ahead Innovations, LLC, doing business as MindStream, consisting of common and preferred stock.

  • Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire and develop energy assets.

  • Commercial Finance

  • Represented Armstrong World Industries, Inc. (NYSE: AWI), an international designer and manufacturer of commercial and residential ceiling, wall and suspension system solutions, in obtaining $950 million in credit facilities ($500 million revolver and $450 million term loan).

  • Represented American Racing and Entertainment, LLC, and its affiliates, Tioga Downs Racetrack & Casino and Vernon Downs Racetrack, in connection with a $65 million credit facility with Western Alliance Bank.

  • Represented MLP Ventures and real estate developer J. Brian O’Neill in the closing of a $144.6 million debt and equity financing to fund MLP Ventures’ purchase of the former GlaxoSmithKline Research & Development Center in Upper Merion, Pennsylvania, and to fund future operating costs, renovations, and leasing costs for prospective tenants moving into the center.

  • Represented Inclusive Prosperity Capital, Inc., a mission-driven specialty finance organization focusing on clean energy and community development, in its $25 million credit facility with NY Green Bank, a division of The New York State Energy Research and Development Authority, as well as its new market entry.

  • Represented an affiliate of Deerfield Management Company, L.P. in a $540 million acquisition financing for the purchase of an office building at 345 Park Avenue South, New York, New York and for the redevelopment of the building as office building with lab space; financing included three mortgage loans and a mezzanine loan.

  • 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 a specialty chemical company in closing a $175 million credit facility, comprised of revolving credit, term loan, swing line and letters of credit sub-facilities. The credit agreement contains an accordion feature affording the client the right to increase the revolving credit facility size by $50 million.

  • Represented a real estate investment trust and its subsidiaries in connection with a $75 million credit facility with a syndicate of lenders and with such facility secured by more than 30 real estate properties located in 17 states.

  • Represented a national bank in connection with a complex and heavily negotiated restructuring of three credit facilities aggregating approximately $80 million. The restructured credit facilities were extended to the owner of 55 affiliated taxicab companies, and were secured by, among other things, 114 New York taxicab medallions, a parcel of real estate and a 'springing' mortgage in respect of a second parcel of real estate.

  • Represented Bank Rakyat Indonesia in an $80 million term loan and revolver to a global Indonesian company in the wood and pulp business for the purpose of constructing a tissue paper factory in Maine and working capital.

  • Represented Hill International Inc., a global leader in managing construction risk, in a $165 million debt refinancing transaction.

  • Community Development Financings

  • Represented the Spanish American Civic Association for Equality, Inc. in expanding its workforce training center in Lancaster, Pennsylvania, obtaining a $7 million New Markets Tax Credit allocation with Cinnaire New Markets LLC, with JP Morgan Chase investing in the federal tax credits. 

  • Represented Public Health Management Corporation in a financing involving $48.5 million in Federal New Markets Tax Credit allocation in which PNC Bank was the tax credit investor; the client will use the tax credit equity together with a bank construction loan to renovate a formerly closed, West Philadelphia hospital.

  • Represented the Community Loan Fund of New Jersey in the deployment of $10.75 million in federal New Markets Tax Credit authority to Princetel, Inc. for the expansion of its manufacturing facility, which produces fiber optic rotary joints in Hamilton, New Jersey.

  • Represented Civic Builders, Inc. in connection with $40 million in Federal New Markets Tax Credit financing provided by three community development entities and financing provided by JP Morgan Chase Bank to develop a charter school for Achievement First in Brooklyn, New York.

  • Represented Vidalia Industrial Facilities LLC in connection with its $11 million of federal and state New Markets Tax Credit allocations to be used for the expansion of its existing denim-spinning mill in Vidalia, Louisiana.

  • Represented the Community Loan Fund of New Jersey, Inc. in the deployment of Federal New Markets Allocation in connection with the $95 million redevelopment of the historic Hinchliffe Stadium in Paterson, New Jersey; the iconic stadium will be reopened with the addition of a museum, restaurant and affordable housing.

  • Represented The Pursuit Foundation, a Houston, Texas-based non-profit, in financing the development of its new Houston campus using $25 million in federal New Markets Tax Credit allocation. The new campus will promote the pursuit of choice, growth and independence for adults with intellectual and developmental disabilities.

  • Represented Flagstar Bank in a $23.8 million investment, consisting of a construction loan to Magnus Capital to develop an affordable housing project and a low-income housing tax credit fund sponsored by Berkadia Housing Partnership to provide tax credit equity for the project.

  • Represented Delaware Technology Park, Inc. (DTP) in connection with its development of a 100,000 square foot office and classroom tower on the Star Campus of the University of Delaware, part of which will be leased to the University for its new business school; the $42 million capital stack included financing by Discover Bank, a New Markets Tax Credit allocation by Cinnaire Community Development Corporation, and a tax credit investment by U.S. Bank.

  • Represented the Community Loan Fund of New Jersey, Inc. in the deployment of $10.5 million in Federal New Markets Allocation to Complete Care for the development of a federally qualified health center in Bridgeton, New Jersey.

  • Represented Lovett Commercial, a Houston-based commercial real estate developer, in connection with Phase 2 of financing which consisted of $11.8 million in New Markets Tax Credit financing, a $25 million bridge loan from Cedar Rapids Bank & Trust, and a $40 million opportunity fund investment for the $150 million historic renovation of the former Houston Post Office Building, a mixed-use development to house a music venue, retail spaces and rooftop urban farm.

  • Represented Lovett Commercial in a $25 million federal historic tax credit investment, made by made by the National Community Investment Corporation, for the renovation of a Houston post office building into a commercial space including a music venue and an urban farm.

  • Represented Human Solutions, Inc., a major provider of housing, utility assistance and job training for Portland, Oregon’s low income community, in a transaction involving three types of capital structures, Federal New Markets Tax Credit equity, Low-Income Housing Tax Credit equity, and Tax-Exempt Bond financing, to develop a $40 million mixed-use project in Portland, to include Human Solutions’ new headquarters, affordable housing and a retail complex.

  • Represented Community Asset Capital Preservation in its multi-faceted debt and equity financing involving an opportunity fund investment and construction financing; the capital sources will be used for the conversion of the historic former St. Michael's Medical Center in Newark, New Jersey into apartments and commercial space.

  • Represented BakerRipley (formerly Neighborhood Centers, Inc.) in connection with the development of a Community Center in Houston, Texas through the Federal New Markets Tax Credit program with JPMorgan Chase, the Low Income Investment Fund, and Raza Development Fund, Inc. providing New Markets Tax Credit allocation and JPMorgan Chase investing in the tax credits.

  • Represented Sterling National Bank in a $11,560,000 construction loan to the Johnson and Miller Limited Partnership for the development of an affordable housing project in Newburgh, New York.


  • New York
  • New Jersey


  • Brooklyn Law School, J.D., 2013
  • Macaulay Honors College at The City College of New York, B.A., summa cum laude, 2010
    - Phi Beta Kappa


  • Duane Morris LLP
    - Special Counsel, 2023-present
    - Associate, 2013-2023

Language Skill

  • Chinese (Mandarin)

Professional Activities

  • American Bar Association
  • New York State Bar Association
  • Multilaw
    - Former Vice Chair of North America of the Young Lawyers Group

Civic and Charitable Activities

  • Schools That Can
    - New York Advisory Board Member

Selected Publications

  • Co-author, "The ABCs of NMTC Source Leverage Lending," (Volume 15, Issue 6) Novogradac Journal of Tax Credits, June 2024
  • Co-author, "Bridging Grants as a Source of a Leverage Loan in NMTC Transactions," (Volume 15, Issue 5) Novogradac Journal of Tax Credits, May 2024
  • Co-author, “Challenges and Benefits of Using–but Not Combining–NMTCs and LIHTCs in a Development,” (Volume 15, Issue 4) Novogradac Journal of Tax Credits, April 2024
  • Contributing Author, "Leases with Foreign Sovereigns and International Organizations," (Chapter 19, Commercial Leasing Handbook) New York State Bar Association third edition July 2017

Media Hits

  • Novogradac’s Journal of Tax Credits’ Rising Stars: Spotlight on Younger Leaders in Community Development July, 2022

Selected Speaking Engagements

  • Panelist, "8th Annual Liquidity & Capital Raising National Forum," CohnReznick, October 23, 2018

  • Panelist, "Purchase & Sale of Businesses," Brooklyn Law School, January 10, 2018