Professional Background

Jay Gibson focuses his practice on business matters, with an emphasis on commercial real estate and corporate transactions. His commercial real estate experience includes the acquisition, financing, management, and leasing of various types of properties. He represents clients in the purchase and financing of developed and undeveloped acreage. He advises clients in connection with financing, refinancing, and restructuring of senior, mezzanine and other debt facilities, including commercial mortgage-backed securities (CMBS).

His corporate transactions experience includes acquisitions, sales, mergers and other business combinations. He advises clients in connection with the structure, terms and financing options for transactions involving businesses in an array of industries and sectors, including technology, real estate and investments.

Related Practices:

Business Transactions: Real Estate; Corporate; Securities; and Finance

Profile:

Jay Gibson focuses his practice on business matters, with an emphasis on commercial real estate and corporate transactions. His commercial real estate experience includes the acquisition, financing, management, and leasing of office/warehouse properties, multi-family, shopping centers and other retail uses, with particular experience in tenant-in-common (TIC) transactions. He represents clients in the purchase and financing of developed and undeveloped acreage, including negotiation of purchase agreements, builder contracts, development agreements, easement and use agreements, and lot and parcel disposition contracts. He advises clients in connection with financing, refinancing, and restructuring of senior, mezzanine and other debt facilities, including commercial mortgage-backed securities (CMBS).

His corporate transactions experience includes acquisitions, sales, mergers and other business combinations. He advises clients in connection with the structure, terms and financing options for transactions involving businesses in an array of industries and sectors, including technology, real estate and investments. In addition, he counsels clients on matters involving capital market transactions, including commercial real estate structured finance and workout projects. Jay also provides counsel to established companies as well as organizational and financial guidance for start-up and early stage ventures.

Honors, Awards, and Distinctions:

Martindale-Hubbell AV® Preeminent TM Peer Review Rated

Activities (Memberships/Affiliations):

Texas Tech University, Rawls College of Business – Advisory Council (2011- present)
Member, Texas Bar Association
Member, Dallas Bar Association

Education:

J.D., 1985, Texas Tech University School of Law; Legal Research Board; Delta Theta Phi
B.B.A., Accounting, 1982, cum laude, Texas Tech University; Beta Alpha Psi; Beta Gamma Sigma

Admissions:

Texas, 1985

Experience:

Represented out-of-state investors in the purchase and financing of multiple retail shopping centers and single tenant properties throughout the United States, with transaction consideration consisting of 1031 exchange proceeds from tenant-in-common owners and exceeding $100 million in the aggregate

Represented U.S.-based investment group involved in the acquisition of real estate projects in Costa Rica and other Central American countries

Represented healthcare provider group in connection with private placement of securities for multiple hospital projects in Texas

Represented Cayman-based company in the sale of assets and operations in Africa

Represented land developer in the acquisition, financing (debt and equity), and development of residential, commercial and mixed-use properties (approximately 18 projects) with aggregate consideration exceeding $150 million

Represented sponsor of direct participation oil and gas drilling programs, including preparation of private offering memoranda used in exempt transactions

Represented European-based corporation in lease negotiations for space in luxury hotel and condominium project in NYC to be utilized as upscale spa

Represented shareholders and directors in deadlock situations, leading to negotiation of buy-outs, earn-outs, and related non-compete agreements

Represented owners and hotel management group in the negotiation and sale of an exclusive luxury hotel, including defeasance of prior mortgage, resolution of severance-related issues, and wind-up of related business activities

Represented land developer in the acquisition and financing of approximately 1500 acres of undeveloped raw land in Houston area; contract executed and transaction closed and funded in ten days with transaction consideration exceeding $15 million

Represented investment groups in the acquisition and financing of existing businesses

Represented developer in the acquisition and financing of partially completed residential community involving two municipal utility districts in two cities, with transaction consideration exceeding $20 million

Represented physician group in the acquisition, development, construction, and financing of surgery center and medical office building owned by physician investors

Represented hospital management and development group in the assumption of financing and management of two Texas-based hospitals owned by practicing physicians

Represented landlord of 100,000 square feet open-air shopping center plaza in negotiations and documentation of all tenant leases