Sutton, Pakfar & Courtney LLP is a boutique business law firm located in Beverly Hills, California. Our attorneys were trained at the most prestigious firms in the world and have extensive experience in nearly all areas of business law, including real estate finance, acquisition and disposition, leasing, corporate finance, mergers & acquisitions, fund formation, secured lending, intellectual property, licensing, media and entertainment, employment, and general business law. Our services are on par with the major international law firms, but at far more reasonable rates and flexible fee structures.

We are a different kind of law firm. We view our clients as partners, rather than as customers, and structure our relationships accordingly. Our goal is to provide the highest level of quality legal work as efficiently as possible, while making ourselves as responsive as possible to our clients and their business needs. Making an investment in understanding our clients' businesses enables us to provide strategic and practical solutions in a cost-effective manner. We generally price our services based on the value delivered, rather than the number of hours we spend on a given project, and calibrate our work and fees to the specific nature of each project for which we are engaged. Tailoring our approach to each particular client's needs fosters the long-term partnership we seek to establish.

The large majority of our clients have the ability to choose any law firm in the world. In fact, many of our clients were represented by the largest firms prior to engaging us. Because we are able to match the quality of our much larger competitors by offering better values and more personalized attorney-client relationships, our clients are able to realize significant efficiencies without sacrificing quality.

• Real Estate Department

  
  Acquisitions & Dispositions
  Our attorneys represent clients in the acquisition and disposition of a wide variety of real estate assets and loans. Our transactions have involved virtually every type of asset, including world class hotels and resorts, office buildings, casinos, restaurants, industrial projects, shopping centers, residential properties, and student housing complexes.
  
  Real Estate Finance
  We also represent lenders and borrowers in a wide variety of debt financing matters. Our attorneys have extensive experience structuring, negotiating and closing transactions involving senior, subordinate, and mezzanine debt, preferred equity, participating and convertible loans, "CMBS" conduit loans, and construction loans.
  
  Loan Workouts and Restructurings
  The Firm has a broad range of experience representing lenders, borrower and investors in nearly every type of workout matter across all asset classes, from loan modifications to multi-party capital stack restructures. We are often called upon to lead multi-disciplinary teams of lawyers in complicated workouts, working with litigators, bankruptcy, tax and corporate law experts.
  
  Commercial Leasing
  The Firm has substantial experience with a variety of commercial leasing transactions. Our attorneys have structured, negotiated and closed leasing transactions involving office, industrial, retail, entertainment, hospitality, and gaming assets.
  
  Real Estate Funds
  Our attorneys also have experience representing clients in the formation and management of various types of real estate funds. These transactions have involved real estate private equity funds, structured as both limited partnerships and REITs, categorized as value-added funds, property specific funds, and mezzanine loan funds.
  
  
  

• Corporate Department

  
  Mergers & Acquisitions
  The Firm regularly represents buyers, sellers, and private equity firms in acquisitions and dispositions of both established and emerging businesses. We have significant experience in structuring and executing various types of M&A transactions, including domestic and cross-border transactions, stock sales, asset sales, joint ventures, exchange offers, restructurings, and other business combination transactions. Our combined experience also spans numerous industries, including biotechnology and life sciences, financial services, television/cable, e-commerce, internet telephony, manufacturing, healthcare, and hospitality and gaming.
  
  Securities Finance and SEC Reporting
  The Firm's attorneys have closed literally hundreds of securities finance transactions. Our experience includes advising investment banks, issuers, and investors in multiple sectors at every stage of the financing cycle, from start up to late stage venture capital and private equity and debt transactions, to private placements and public offerings of common and preferred equity, PIPE transactions, and convertible and high-yield debt financings. We also have significant experience advising clients on securities disclosure issues and preparing filings under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q, 8-K, and proxy statements.
  
  Structured and Bank Finance
  The Firm has extensive experience representing issuers, underwriters, placement agents, master servicers and special servicers, originators, sellers, borrowers, credit enhancement providers and institutional purchasers relating to the securitization of residential mortgage loans (including home equity loans and home equity lines of credit), commercial and multifamily mortgage loans, manufactured housing loans, credit card receivables and leases and installment sales contracts. We have also represented clients in CDO transactions securitizing a variety of assets, including high-yield bonds, bank loans, project loans, asset backed securities, collateralized bond obligations (CBO)/collateralized loan obligations (CLO) debt and equity, perpetual floating rate notes, credit linked notes, common stock, stock index funds, synthetic securities, trust preferred stock and real estate assets.
  
  The Firm regularly represents borrowers and lenders in secured and unsecured senior and mezzanine debt transactions. Our experience includes structuring and executing syndicated and single lender term and revolving credit facilities, leveraged acquisition financings, equipment and capital leases, and letters of credit.
  
  We have also represented clients in connection with resecuritizations, whole loan sales, participation certificates, mortgage warehouse financings (both residential and commercial) and other similar transactions.
  
  Fund Formation
  We have assisted clients with the establishment of various investment vehicles, including hedge funds, investment in "seed" investor arrangements, managed account arrangements, joint venture structures, funds for investment in subordinated commercial loans, mezzanine loans and subordinated CMBS, as well as in the purchase of commercial loans and participations, subordinated interests in CMBS, and interests in portfolios of commercial loans and other complex investment structures.
  
  Entertainment & Media
  The Firm regularly represents investors, film producers, athletes, and media and gaming companies in a variety of business transactions in the entertainment, media, and gaming industries. The internet and the ease of distributing digital content have given rise to new online and digital entertainment companies. These new digital technology companies also are revolutionizing the way content is created, edited, produced and distributed—both for consumers and for large media companies. The firm advises these new companies and traditional entertainment companies which are expanding into new areas. We have extensive experience in structuring and executing financing, joint ventures, licensing and other business transactions involving all forms of content and distribution throughout the world both online and offline.
  
  Corporate Counseling
  The Firm regularly advises companies on a variety of general, day to day business law matters in the capacity of outside general counsel. This representation typically covers virtually all aspects of our clients' day to day business law needs, from fiduciary duty and corporate governance issues, to employment, intellectual property, vendor relationships and other commercial law needs. Our objective is to become an integrated part of our clients, partnering with and serving as, or as an extension to, our clients' in-house legal departments. As a result, we are focused on bringing the highest level of attention, not only to significant transactional matters, but also to our clients' day-to-day compliance and legal issues.
  
  
  

• James Courtney

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  James Courtney is a founding partner of the Firm. His practice includes a wide range of business transactions, including capital markets, fund formation, media and entertainment, mergers and acquisitions, real estate finance, structured products, securities offerings, derivatives and public finance.
  
  Mr. Courtney represents a variety of businesses, including financial institutions, media companies, opportunity funds, hedge funds, issuers, underwriters, conduits and institutional investors in all aspects of business transactions, including public offerings and private placements. In recent years, his practice has also included matters relating to the global credit and liquidity crisis, including issues relating to various government programs (TARP and TALF), loan modifications, events of default, ratings downgrades, bankruptcies and restructuring.
  
  Prior Experience
  Prior to founding the Firm, Mr. Courtney practiced for more than twelve years in the Corporate Department of the law firm of Orrick, Herrington & Sutcliffe LLP, where he was a partner of the firm's Financial Markets Group. Thereafter, he was a partner at a boutique firm in Beverly Hills focusing on sophisticated business transactions and media and entertainment.
  
  Education
  Loyola Law School, Los Angeles, J.D., cum laude
  University of California, Los Angeles, B.A.
  
  At Loyola, Mr. Courtney was a member of the Order of the Coif and was the Lloyd Tevis Commercial Law Student of the Year - 1997. He also received American Jurisprudence Awards in Property and Civil Procedure and served as an intern for Loyola's Disability Rights Legal Center (formerly the Western Law Center for Disability Rights).
  
  Memberships
  State Bar of California, Business Law and Intellectual Property Law Sections
  Los Angeles County Bar Association, the Business Law Section

• Lily Kang

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  Lily Kang is an associate at the Firm. She specializes in both real estate and general business matters, representing corporate and institutional clients in a wide variety of debt and equity transactions.
  
  Ms. Kang has counseled national banks, real estate investment trusts (REITs), private equity firms, developers, operators, and investors with respect to a variety of real estate transactions, including joint ventures, acquisitions and dispositions, commercial leasing, real estate-backed financings, loan modifications and restructurings, and related matters.
  
  Prior Experience
  Ms. Kang joined the Firm as a lateral attorney from Allen Matkins Leck Gamble Mallory & Natsis LLP, where she was a transactional associate in the Real Estate Department.
  
  Education
  University of Southern California Gould School of Law, J.D.
  Harvard College, B.A., Environmental Science and Public Policy, cum laude
  
  In law school, Ms. Kang was the recipient of the British Petroleum Scholarship and a member of the Interdisciplinary Law Journal, and she received honors in Real Estate Finance and Legal Writing.
  
  Bar Membership
  California
  Co-Chair of the Commercial Leasing Sub-section of the California State Bar Real Property Section
  
  Community Activities
  Fulfillment Fund (LAUSD) – Mentor
  Korean American Bar Association Legal Clinic – Volunteer
  Habitat for Humanity – Pro Bono Counsel

• Ramin Medifar

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  Ramin Medifar is Of Counsel to the Firm. Mr. Medifar represents technology, media and entertainment companies in a wide array of commercial transactions. His areas of expertise include intellectual property, website and mobile application development, content and technology licensing, new media distribution, privacy and data security, interactive marketing, e-commerce, branded entertainment, endorsements and sponsorships, online and mobile gaming, and contest and sweepstakes promotions.
  
  He also advises clients on general corporate matters, including entity formation, venture capital and angel financings, mergers and acquisitions, private equity and debt securities offerings, and strategic alliances.
  
  Prior Experience
  Mr. Medifar brings to the Firm the business acumen and experience he has gained from founding and running his own firm, Medifar Law PC. Prior to founding Medifar Law, he was Senior Counsel with FOX Entertainment Group's mobile division, where he spearheaded efforts to acquire, develop and distribute entertainment content via mobile and online platforms. Before moving to FOX, Mr. Medifar was an associate with Proskauer Rose LLP and Latham & Watkins LLP.
  
  Education
  University of California, Hastings College of the Law, J.D.
  University of California, Los Angeles, B.A., Psychology
  
  Memberships
  State Bar of California, Intellectual Property Law Section
  

• Nader Pakfar

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  Nader Pakfar is a founding partner of the Firm. He specializes in both real estate and general business matters, representing corporate and institutional clients in a wide variety of debt and equity transactions.
  
  Mr. Pakfar has counseled real estate developers, operators, investors and lenders with respect to joint ventures, acquisitions and dispositions, commercial leasing, real estate-backed financings, loan modifications and restructurings, bankruptcy sales, and related matters. He has particular experience representing borrowers and lenders in complex structured financings involving senior, subordinate, and mezzanine debt, and preferred equity. His transactions have involved virtually all types of real estate assets, including world class hotels and resorts, office buildings, industrial projects, shopping centers, residential properties, and student housing complexes.
  
  Additionally, Mr. Pakfar has substantial experience in the securities field. His transactions have involved the formation of private equity funds and emerging growth companies, the issuance of securities (from both the investor and company side), mergers and acquisitions, and initial and follow-on public offerings.
  
  The following is a representative list of closed transactions:
  Represented purchaser/lender in connection with $14MM acquisition of a loan secured by real estate in Los Angeles, CA.
  
  Represented purchaser/borrower in connection with $50MM acquisition of a Class A office building in Los Angeles, CA, including with respect to the assumption of a $40MM CMBS loan and the negotiation of a $5MM preferred equity investment.
  
  Represented lender in connection with $5MM loan to finance the purchase of a portfolio of loans secured by real estate in New York, NY.
  
  Represented purchaser in connection with $5.3MM acquisition, in a "363" sale out of bankruptcy, of a business and related real estate in Rancho Cucamonga, CA.
  
  Represented purchaser/borrower in connection with $42MM acquisition and concurrent financing of a medical building in Beverly Hills, CA.
  
  Represented purchaser/borrower in connection with $150MM acquisition and concurrent financing of a portfolio of 13 hotels located in 8 states.
  
  Represented purchaser/borrower in connection with $53MM acquisition and concurrent financing of the MCI office building in Denver, CO.
  
  Represented lead lender in connection with $70MM syndicated construction loan for the development of a 400-unit, 18-hole golf course community near Lake Tahoe, CA.
  
  Represented preferred equity investor in connection with a joint venture to own and operate telecommunications buildings in San Jose, CA valued at $120MM, structuring the transaction vis-à-vis both senior and mezzanine lenders.
  
  Represented subordinate lender in connection with $90MM financing of multiple properties located in San Francisco, CA, and Boston, MA, structuring the transaction vis-à-vis both senior and mezzanine lenders.
  
  Represented purchaser/borrower in connection with the structuring of a joint venture to acquire $160MM portfolio of student housing complexes in MN, TX, and FL involving $120MM securitized mortgage loan.
  
  Prior Experience
  Prior to founding the Firm, Mr. Pakfar was a member of the Sonnenschein Nath & Rosenthal and Brobeck, Phleger and Harrison law firms, where he practiced in the Corporate and Real Estate departments of those firms. Subsequently, Mr. Pakfar was an early partner in a Beverly Hills-based boutique law firm, where he established and chaired the firm's Real Estate Department and was instrumental in growing the firm from 7 to 28 lawyers in a five year period.
  
  Education
  University of California, Hastings College of Law, J.D., cum laude
  University of California Los Angeles, B.A., Political Science
  
  Mr. Pakfar was a member of the Order of the Coif and the Thurston Honor Society, and received American Jurisprudence Awards in Contracts, Criminal Law, and Legal Writing & Research. Mr. Pakfar also served two years as a faculty assistant lecturing on Contracts and Criminal Law.
  
  Bar Membership
  California
  LACBA Real Property Section – Reporter
  
  Community Activities
  Special Olympics of Southern California – Volunteer
  New West Charter School – Pro Bono Counsel

• Keith Sutton

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  Keith Sutton is a founding partner of the Firm. He specializes in the areas of mergers and acquisitions, securities, fund formation, finance, SEC reporting, entertainment and media, intellectual property, corporate counseling, and general corporate law.
  
  In the area of mergers and acquisitions, Mr. Sutton has represented public and private companies on both buy-side and sell-side transactions across a wide range of industries, including biotechnology and life sciences, financial services, television/cable, e-commerce, internet telephony, manufacturing, healthcare, and hospitality and gaming, to name a few. Mr. Sutton also has experience in joint ventures, exchange offers, restructurings, dissolutions, cross-border acquisitions, and other business combination transactions.
  
  In the area of securities and corporate finance, Mr. Sutton has represented issuers, investment banks, institutional investors, borrowers, and lenders in a wide variety of public and private debt and equity offerings, including common and preferred equity, high-yield debt, public debt, convertible debt, PIPE, venture capital, and secured lending transactions. Mr. Sutton has experience in finance transactions across a wide range of industries, including semiconductor, GPS, internet telephony, software, e-commerce, healthcare, satellite, cable and broadcast television, film, financial services, real estate, manufacturing, healthcare, chemical, apparel, and public storage, to name a few.
  
  Mr. Sutton also has extensive experience representing investors, film producers, and media and gaming companies in a variety of business transactions in the entertainment, media, and gaming industries, and has structured and executed numerous financing, joint ventures, licensing and other business transactions involving traditional and digital content and distribution throughout the world.
  
  Prior Experience
  Prior to founding the Firm, Mr. Sutton practiced in the Corporate Department of the law firm of Paul, Hastings, Janofsky & Walker LLP, where he was a member of firm's Mergers & Acquisitions Practice Group and Securities Practice Group. Thereafter, he was an early partner at a local Beverly Hills boutique firm, where he established and chaired the firm's Corporate Department and was instrumental in growing the firm from 7 to 28 lawyers over a 5 year period.
  
  Education
  Loyola Law School, J.D., cum laude, Order of the Coif
  Lehigh University, B.A., English
  
  Bar Membership
  California
  Mr. Sutton has also served on the California State Bar Business Law Section's Partnership and LLC Committee.

• Albert Valencia

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  Albert Valencia is an associate at the Firm. He specializes in both real estate and general business matters, representing corporate and institutional clients in a wide variety of debt and equity transactions.
  
  Mr. Valencia has represented commercial banks, private equity fund investors, and pension fund investors with respect to a range of real estate transactions, including structured finance, mezzanine lending, construction lending, joint ventures, acquisitions and dispositions, commercial leasing, loan modifications and restructurings, and related matters.
  
  Prior Experience
  Mr. Valencia joined the Firm as a lateral attorney from Proskauer Rose LLP, where he was a transactional associate in the Real Estate Department. Prior to that, Mr. Valencia was an associate in the Real Estate Department at Mayer Brown LLP. Prior to law school, Mr. Valencia worked as a business consultant for Arthur Andersen LLP and Deloitte Consulting, and started two companies
  
  Education
  University of California, Los Angeles, School of Law, J.D.
  University of California, Berkeley, B.A., Economics and Rhetoric
  
  In law school, Mr. Valencia was Managing Editor of the Asian Pacific Law Journal and a member of the UCLA Moot Court Honors Program. He was also an emerging leader alumni scholar, a member of the Dean's List, and a member of the Omega Honor Society.
  
  Bar Membership
  California
  Los Angeles County Bar Association (Real Estate Section)
  

Telephone: 310.275.0800
Facsimile: 310.275.0801
Email: info@spcllp.com

9777 Wilshire Boulevard, Suite 810
Beverly Hills, CA 90212