Rachel E. D. Churchill | McCarter & English, LLP

Rachel Churchill assists clients with their real estate needs, including handling financing, acquisitions and dispositions, land use analysis and advocacy, title encumbrance analysis and modifications, and leasing and related matters. In serving clients as diverse as financial institutions, private equity funds, private developers, state agencies, universities, non-profit organizations, private clients and cultural institutions, she draws on her experience with complex corporate debt and equity financings, start-up funding, general corporate structuring and governance matters, and public finance offerings. Rachel’s financing work includes negotiating and documenting acquisition, refinance, construction, and tenant improvement loans for borrowers and lenders as well as commercial and industrial loans for lenders.

Her extensive public finance experience includes the structuring and facilitation of a variety of tax-exempt bond transactions. She has served as bond counsel, underwriter’s counsel, borrower’s counsel, and issuer’s counsel, among other capacities. Her public finance work has focused on debt issuances to support 501(c)(3) organizations, such as colleges and universities, secondary schools, cultural institutions, and other charitable organizations. She has also served as counsel for various public authorities related to their bond issuances and continues to serve as lender’s and borrower’s counsel in such financings.

Rachel is an active community member in both providing pro bono legal services—including assisting not-for-profit entities in transactional matters and serving veterans as an accredited representative before the US Department of Veterans Affairs—and fulfilling civic duties as an elected member of her town’s legislative body and as an appointed member of her local Zoning Board of Appeals. Rachel’s community involvement has also included serving on the boards of Berkshire Family and Individual Resources and the Massachusetts College of Liberal Arts Alumni Association. She has been recognized for her public service work as a pro bono honor roll recipient by the Massachusetts Supreme Judicial Court, as the inaugural recipient of the Massachusetts College of Liberal Arts Young Alumni award, and, in college, as the recipient of multiple service and merit-based scholarships (AmeriCorps Service Scholarship, the Paul Tsongas Scholarship, and the Calvin Coolidge Memorial Foundation Public Service Scholarship).

Represented a national bank in the acquisition financing of ski resort in New England. While the acquisition was structured as an equity purchase, the loan contained both C&I equity pledges and real estate collateral to obtain the desired amortization schedule. Simultaneously with the acquisition term loan, we also documented an operating revolving line of credit and an equipment line of credit.

Represented a regional bank in the $9.6 million acquisition and building loan financing to a borrower for property located in upstate NY leased for medical office use.

Documented a $21 million amendment and extension loan to include a new construction draw component for tenant improvements and leasing commissions for a 140,000-square-foot office building. Our work also included the review and negotiation of borrower equity investor documentation and transaction diligence.

Represented a regional bank in a $15 million construction loan transaction to fund the acquisition and conversion of a vacant office building into residential condo units for sale, some of which will be affordable pursuant to a comprehensive development plan with the city. Construction advances will be advanced for project costs on a pari passu basis with sponsor equity funding.

Closed on a $21 million acquisition of more than eight acres of vacant land formerly known as Church Street South, located across from the New Haven, CT train station, which is planned to be developed into a mixed-use commercial and retail development that includes 1,000 units of market rate and affordable housing to be part of a transit-oriented project. The project will be developed in conjunction with the redevelopment of an existing immediately adjacent 93-unit public housing development also owned by the Authority.

Documented for a regional bank a $39 million construction loan financing a large multi-use redevelopment and analyzed associated corporate and real estate due diligence. The construction project was partially funded by an investor whose equity was infused via 1031 exchange funds into the real estate, resulting in a multilevel collateral on fee and ground lease interests and supported by multiple guarantees.

Represented People’s United Bank, National Association in closing a term loan—issued as a Nonprofit Organization New Loan Facility under the Federal Reserve’s Main Street Lending Program—to a major New England nonprofit institution to further its nonprofit mission during the COVID-19 pandemic.