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Philadelphia Office
1835 Market Street - Suite 1400
Philadelphia
PA 19103
215.569.4164 phone215.568.6603 faxggosfield@klehr.com
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Gregory G. Gosfield

Partner | Real Estate and Finance

Biography

Gregory G. Gosfield is a member of the Real Estate and Finance Department.  He has a depth of experience in counseling clients on debt and equity investments across the life cycle of real estate transactions:

  • from the structuring and private syndication of senior and subordinate debt and equity, representing institutional and entrepreneurial investors;

  • through the operations and maintenance of the assets and the entities, representing owners, tenants, lenders and managers; and

  • to exits both by amicable sale or refinance and by contentious transitions in workouts, insolvencies, and turnarounds, representing owners, operators, special servicers, and opportunistic investors.

Mr. Gosfield’s knowledge and skill in the negotiation and execution of client strategies, individually and as a team leader, have been recognized in three intensive peer review processes resulting in his being named to  “Chambers USA America’s Leading Lawyers for Business," and The Best Lawyers in America©, where Mr. Gosfield was named by other lawyers as one of Pennsylvania's top real estate lawyers.  In 2015, 2016, 2017 and 2018, Mr. Gosfield was named a Pennsylvania Super Lawyer® by a vote of his peers.

Mr. Gosfield also implements his continuing commitment to education by lecturing regularly to professional and trade associations and by publishing articles on the structure and use of critical components of real estate transactions, he recently was the course planner and moderator for a full-day program "Solving Legal Issues Across the Life Cycle of the Successful Real Estate Development Project": Thomson Reuters published his Chapter "Ten Core Concepts for Healthcare Lease Provisions" Chapter 13 of the Health Law Handbook; 2013; The American Health Lawyers Association published in 2012 the book, "The Medical & Healthcare Facility Lease; Legal and Business Handbook", Thomson Reuters/West  published his chapter in the Health Law Handbook 2010 Edition  "The Structure and Use of Health Care Real Estate Leases," and he frequently publishes articles in various periodicals including, The Business Lawyer Today; The Real Property, Probate, and Trust Journal; and, The Practical Real Estate Lawyer, among others.  His article on “The Structure and Use of Letters of Intent as Prenegotiation Contracts for Prospective Real Estate Transactions” was selected by the ABA’s General Practice, Solo, and Small Firm Section for inclusion in its “Best of ABA Section,” a compilation of some of the best magazine journal and newsletter articles published by the ABA’s sections, forums and divisions.

Gosfield, Gregory G

Credentials

Education

Temple University School of Law, J.D., cum laude, Temple University Law Review (1979)

Columbia College, B.A. (1972)


Admissions

Pennsylvania

Publications

Articles/Seminars

"Brokerage Agreements from the Owner's Perspective," accredited CLE presented by G. Gosfield and P. Nofer on February 21, 2018

"Real Estate Development Financing Law," accredited CLE presented by G. Gosfield and J. Robins on January 17, 2018

"Ethically Resolving Conflicts of Interest," accredited CLE presented by Gregory G. Gosfield and Kerry E. Slade, November 15, 2017

"PA's Omnibus Amendments to its Entities Act and the Codification of Good Faith, Fair Dealing, Duty of Loyalty, and Duty of Care," CLE presented by GGosfield, JKatona, and ME O'Laughlin, 10/18/17

"Significant Philadelphia Non-Income Taxes Applicable to Real Estate Businesses," accredited CLE presented by Gregory G. Gosfield and Lawrence J. Arem, September 19, 2017

"Philadelphia Income Taxes Applicable to Real Estate Businesses," accredited CLE presented by Gregory G. Gosfield and Lawrence J. Arem, July 19, 2017

"Environmental Issues in Pennsylvania Real Estate Transactions," accredited CLE presented by Gregory G. Gosfield and Douglas F. Schleicher, May 17, 2017 and June 21, 2017

"The Ins and Outs of Real Estate Joint Venture Companies, Part II," accredited CLE presentation by Jon M. Katona, Patrick Murphy and Moderated by Gregory Gosfield, April 19, 2017

"The Ins and Outs of Real Estate Joint Venture Companies," accredited CLE presentation by Jon M. Katona, Patrick Murphy, and Moderated by Gregory Gosfield, March 22, 2017

"The Ins and Outs of Obtaining Reliable Title and Survey Products," accredited CLE presented by Greg Gosfield, Jawad Salah, Jonathan Maslow, Theresa Cooke and Dawn Saloma, February 15, 2017

"Issues of Current Interest in Pennsylvania Mechanics' Liens Law" - accredited CLE presented by Gregory G. Gosfield and Peter J. Norman, January 18, 2017

"Mixed Use Commercial Condominiums: Theory and Practice, Part III," accredited CLE presented by Gregory G. Gosfield, November 16, 2016

"Mixed Use Commercial Condominiums: Theory and Practice Part II," accredited CLE presentation by Gregory G. Gosfield, October 19, 2016

"Inside the Relationship between the Landlord's Tenant and the Landlord's Mortgagee," accredited CLE by Gregory G. Gosfield and Jawad H. Salah, July 20, 2016

"Inside Assignments & Subletting of Leases: Managing Risks of Sandwich Leases, Upstream Transfers, And Other Workarounds," accredited CLE presentation by Greg Gosfield & Jonathan Maslow-June 15, 2016

show more"Solving Legal Issues Across the Life Cycle of the Successful Real Estate Development Project," PBI CLE program, planned and moderated by Gregory Gosfield, April 11, 2016

"Joint Ventures: Building Them, Running Them, and Discontinuing Them," Parts 1, 2, and 3, accredited CLE presentation, Gregory Gosfield, Jon Katona, January 20, February 17, March 16, 2016

"Guaranties and Indemnities: Shaping and Chasing Them," accredited CLE presentation by Gregory Gosfield and William Clements, October 21 and November 18, 2015

"The Dealmaker's Bane: Representations and Warranties," an accredited CLE presentation by Gregory G. Gosfield and Michael K. Coran, dated June 17, July 16, and September 16, 2015

Gregory G. Gosfield, Presenter at PBI A Day On Real Estate, "Ethically Resolving Conflicts of Interest," on August 5, 2015, with Shelly Solomon and Sarah Tomlinson

"Letters of Intent," accredited CLE presentation by Gregory G. Gosfield and Paige M. Willan, May 20, 2015

"The Structure and Use of Confidentiality Provisions in Real Estate Contracts," accredited CLE presentation by Gregory G. Gosfield and Michael A. Iaconelli, April 15, 2015

"Ethically Resolving Conflicts of Interest," accredited CLE presentation by Gregory G. Gosfield and Kerry E. Slade, March 18, 2015

"Commercial Real Estate Brokers: Engaging and Disengaging," accredited CLE Presentation by Gregory Gosfield and Jawad Salah, Parts 1 and 2, January 21 and February 18, 2015

"Commercial Real Estate Brokers: Engaging and Disengaging," Part 1 - CLE presentation by Gregory G. Gosfield, January 21, 2015

"Dangerous Liaisons or Elective Affinities - Subordination, Non-Disturbance and Attornment Agreements," Gregory Gosfield and Siobhan O'Donnell PBI 18 Annual Real Estate Law Institute, December 4, 2014

"Ethically Resolving Conflicts of Interest," by Gregory Gosfield and Shelly A. Solomon PBI 18 Annual Real Estate Law Institute, December 4, 2014

"Letters of Intent: Be Careful What You Ask For," accredited CLE presentation by Gregory Gosfield and Glenn Weiner, November 18, 2014

"Construction Finance: The Construction Mortgagee Drills Down On Contractor Agreement and The Architect Contract," accredited CLE presentation by Gregory Gosfield and Peter Norman, October 15, 2014

"Structure and Use of Construction Financing, Parts 1, 2 and 3" accredited CLE presentation by Gregory G. Gosfield, April 16, 2014, May 21, 2014, September 17, 2014

"Mastering the Master Lease," accredited CLE Webinar, Lorman Education Services, by Gregory G. Gosfield, May 13, 2014

"Solving Legal Issues Across the Life Cycle of the Successful Real Estate Development Project, "PBI CLE program, planned and moderated by Gregory Gosfield, PBI, April 28, 2014

"How to Develop, Finance, and Invest in Health Care Facilities: A Real Estate Practitioner's Guide," ALI/CLE ACREL Webinar presentation with Susan Bryson, March 4, 2014

"Joint Venture Agreements-Structuring, Drafting and Negotiating," Pts 1,2 and 3 accredited CLE presentation by Gregory Gosfield, w/Jennifer O'Leary & Jon Katona, 2/19/14, 1/29/14, 10/16/13

"The Structure and Use of Letters of Intent as Prenegotiation Contracts for Prospective Real Estate Transactions," by G. Gosfield and Y. Rodriguez, PBI 17th Annual Real Estate Law, Institute 12/6/13

"Lease Assignment Agreements and Sublease Agreements: Compare and Contrast," by Gregory Gosfield and James F. Rowe, II, Pennsylvania Bar Institute 17th Annual Real Estate Law, Institute, 12/5/13

"The Structure & Use of Operating Expense and Common Area Maintenance Cost Formulas," accredited CLE presentation by Gregory Gosfield, Lee Sussman and Jeff Spann, September 18, 2013

"Confidentiality Agreements - Use and Enforcement," accredited CLE presentation by Gregory G. Gosfield and Mary Ellen O'Laughlin, June 19, 2013

"The Structure and Use of Preferred Equity and Mezzanine Debt," accredited CLE presentation by Gregory G. Gosfield with Lawrence J. Arem, Jon M. Katona, Jon S. Robins, March 20, 2012

"Managing the Real Estate Component of an M&A Transaction, Part I and II," accredited CLE presentation by Gregory G. Gosfield with Jawad H. Salah, January 16 and February 20, 2013

"Grabbing the Collateral" presentation by Gregory Gosfield, Gary Master and Frank Correll, Pennsylvania Bar Institute 16th Annual Real Estate Law Institute, December 6, 2012

"Guaranties - Part II - Enforcement and Defenses in Trying Times," accredited CLE presentation by G. Gosfield with F. Correll and J. Robins, November 28, 2012

"Guaranties - Enforcement and Defenses in Trying Times," accredited CLE presentation by G. Gosfield with F. Correll and A. Tabasso, October 17, 2012

"Ground Leases, Master Leases, and Sale-Leasebacks: Their Structure and Use," accredited CLE presentation by G.Gosfield with S.Cutler, B.Krouse, J.Robins, and L.Sussman, September 19, 2012

"Ground Leases, Master Leases, and Sale-Leasebacks: Their Structure and Use," Part II accredited CLE presentation by G. Gosfield with L. Sussman and J. Robins, July 18, 2012

"Inside Leasing Part III-The Economic Differences Between the Optics and Reality of Fundamental Terms," accredited CLE presentation by G. Gosfield with S. Cutler and J. Spann, May 16, 2012

"Inside Leasing Part II-The Economic Differences Between the Optics and Reality of Fundamental Terms," accredited CLE presentation by G. Gosfield with L. Sussman and J. Spann, April 18, 2012

"Inside Leasing Part I - The Economic Differences Between the Optics and Reality of Fundamental Terms," accredited CLE presentation by Gregory G. Gosfield w/Lee Sussman & Jeffrey Spann, 3/21/12

"Commercial Mortgage Loan Purchase and Sale Revisited," accredited CLE presentation planned and moderated by Gregory G. Gosfield with Frank Correll, Jennifer O'Leary and Jon S. Robins, Feb. 15, 2012

"Current Environmental Issues in Real Estate Transactions," accredited CLE presentation by Douglas F. Schleicher and Gregory G. Gosfield, January 18, 2012

"Confidentiality Agreements: Use and Enforcement," accredited CLE presentation by Gregory G. Gosfield and Michael K. Coran, October 24, 2011

"Winning the Owner's Goals for the Architect Agreement and Construction Contract," accredited CLE presentations by Gregory Gosfield and Peter Norman, Parts I and II, March 17, 2011 and April 20, 2011

"Outline of Lender Liability Issues in Commercial Real Estate Loan Workouts, Part II, accredited CLE presentation by Gregory G. Gosfield, Jon Robins and Jessica Kovack, May 20, 2009

"Ground Leases, Master Leases, and Sale-Leasebacks: Their Structure and Use," accredited CLE presentation by G. Gosfield with S. Cutler and J. Robins, June 20, 2012

AHLA The Medical and Healthcare Facility Lease: Legal and Business Handbook, First Edition by Gregory G. Gosfield, Esquire.

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Mr. Gosfield's recent representations include:

  • Representation of national hospital operator/investor as real estate, zoning, employment and environmental counsel in the acquisition of two hospital campuses, including six medical office buildings, and two accessory parking facilities, subject to approximately 200,000 square feet of on-campus credit tenant leases to a medical school and 22 off-campus satellite leases; financed through an equity joint venture’ master leasing premises in conjunction with purchase money mortgage financing and a revolving line of credit.
  • Health Systems, Physician Groups, and commercial health care facility developers, including what is believed to be the first of its kind transaction, representing a hospital, as a 25,000 sf. in-line tenant of a 1,000,000 sf. regional shopping center, in addition he represents health care for profit and not-for-profit organizations, in investor/operator joint ventures, acquisition, development, construction, leasing and workout including ground leasing, master leasing and space leasing, conventional and bond financing, condominiums of health facilities including medical office buildings, clinical office buildings, senior living facilities, skilled nursing facilities, continuing care retirement communities and personal care facilities;
  • Owners and developers in ground up and retrofit developments of over $300,000,000 in the recent years, including the negotiations of construction and design contracts with contractors, architects, and engineers, surveyors, geotechnical engineers, environmental engineers, interior designers, and vendors of furniture and fixtures and equipment on the basis of cost plus fee with no maximum guaranteed price, cost plus fee with a guaranteed maximum price, and fixed price;
  • Commercial landlords and tenants in over 550,000 square feet of space of office leases and tenant improvement construction contracts;
  • Opportunistic investors' acquisitions of distressed projects by purchase of assets through 363 bankruptcy sales, tax sales, assignment of auction bids, foreclosure, deed-in-lieu, and by purchase of  mortgage loans, mezzanine loans and ownership interests, including health care facilities subject to regulatory approval upon change of control, and planned community developments;
  • Hotel developers including negotiation of franchise license agreements, management agreements, parking agreements, and financing, in the acquisition, development, construction and operation of hospitality projects;
  • Declarants, Successor Declarants, Homeowner Associations, and Unit Owner objectors of over $200,000,000 of residential and commercial condominiums in start-up, operation, transition/workout with mortgagees and successor declarants in failed and fractured condominiums and creating subcondominiums and multiple subdivisions of pre-existing condominium units;
  • Owners and developers in ground up and retrofit developments of over $300,000,000 in the past three years, including the negotiations of construction and design contracts with contractors, architects, and engineers, surveyors, geotechnical engineers, environmental engineers, interior designers, and vendors of furniture and fixtures and equipment on the basis of cost plus fee with no maximum guaranteed price, cost plus fee with a guaranteed maximum price, and fixed price;
  • Fortune 100 privately held corporation in over $260,000,000 of initial, modified, and consolidated synthetic leases of a research and development facility and distribution center, and attendant pre-treatment sewer plant post Fin46(R);
  • Private equity investors in transactions in excess of $800,000,000 for various refinances, purchases and sale-leasebacks in the United States, France, Great Britain, and Slovakia; purchase of 60 clothing boutique leased locations; purchase of 32 grocery store locations; purchase of 30 fitness locations; purchase of 100 retail leased bakery locations; refinance of 30 owned armored car warehouses; purchase of 150 leased outpatient dental clinics; purchase of 90 leased restaurant locations; sale of 200 leased restaurant locations; sale of 70 owned convenience stores; purchase of 30 leased tow truck locations; purchase of 90 leased automotive oil change locations;
  • University endowment fund in the purchase and financing of timberland assets;
  • Publicly traded REIT in the acquisition and ground up development of a Target store anchored 1,000,000 square foot shopping center subject to a condominium regime;
  • Private developer in the ground up development of a Target anchored 650,000 sq. foot power center;
  • Private equity developer in the restructuring and repositioning of a Target anchored 80% leased urban shopping mall, including renegotiation of existing leases with both solvent and distressed retailers, and modification of collateral under securitized mortgage debt subject to servicer, special servicer, and certificate holder approval;
  • Merchant power plant developer in connection with a $1.8 billion facility, including acquisition of a coal company with potential coal extraction over a 30 year mining plan, acquisition and development of a not-for-profit acid mine dewatering and clarification plant, and acquisition and development of a river port for development of intermodal capacity;
  • Publicly traded REITS as declarants in creation and administration of various commercial condominiums of over 2,000,000 square feet in aggregate;
  • General partners, special limited partners, and minority partners in exercise of joint venture exit strategies;
  • Global holding company and subsidiary operating company for construction of 1,000,000 square foot office park, and leases of over 1,000,000 square feet of research, office, manufacturing and warehouse space in Alabama, Illinois, New Jersey and Pennsylvania in excess of $100,000,000;
  • Developers in acquisition, construction and finance of $150,000,000+ of assisted living facilities in newly formed LLCs with structured institutional equity investments and tiered debt from taxable and tax-free lower floater bonds;
  • Institutional private equity investor in the workout of $650,000,000 loan to joint venture acquiring and building infrastructure for luxury residential lot and condominium resort communities;
  • International private equity fund in the acquisition of Korean land holdings by ground leases, improvement leases, subleases and licenses in acquisition and financing of $900,000,000 manufacturing business;
  • Closely held company reorganization of its business lines by creation of related company LLCs for transportation company, real estate holding company, captive off-shore insurance company, and life insurance funded buy-out program with retirement and death benefits of $120,000,000;
  • 144A sale of operating company debt to insurance companies for $180,000,000 guaranteed by subsidiaries, and corresponding $175,000,000 bank lead "club" syndication credit agreement;
  • Closely held C Corporation with $100,000,000 of real estate assets in conversion to a S Corp for tax and administrative efficiencies by phased redemptions and liquidations;
  • High net worth individuals in formation of family limited partnerships and transfers of real estate holdings;
  • International chemical company for purchase of real estate assets of $40,000,000 and creation of tolling agreement of $50,000,000 for its manufacture of environmentally hazardous products without ownership of facility;
  • Private equity investor purchaser in sale-leasebacks of related real estate assets for $20,000,000 from principals affiliated with the contemporaneous sale of an operating company for $100,000,000;
  • High net worth individuals sale and purchase in 1031 deferred “parking” exchanges;
  • Fortune 200 companies as creditors, in the recovery of undersecured and unsecured debt of over $250,000,000 by workout and bankruptcy settlements;
  • Fortune 200 companies in the sales and reorganization of real estate assets with affiliated companies, and the mortgage refinance of over 150 U.S. locations and 10 foreign jurisdictions securing over $350,000,000 of debt;
  • Investment bankers, as purchasers of over $150,000,000 of credit tenant lease loans, and sales of loans to insurance companies and conduits;
  • Developers of luxury golf course and residential communities in acquisition, construction and partnership disputes for both structuring equity and debt investments and implementing the development process, for sale of approved parcels to builders and operators;
  • Fortune 100 global publicly traded pharmaceutical company in leases, sublease and assignments of leases throughout the United States;
  • U.S. publicly traded operating company with public debt in the dissolution and purchase of sale-ground leaseback land and IDB funded improvement for warehouses and manufacturing plants in 5 states; and
  • Supermarket tenant in lease for big box stand-alone store under landlord’s commercial condominium regime where other units are held by other big box retailers.