Holland & Knight South Florida Real Estate 2018 Brochure

2018 GATEWAY ANNUAL REPORT

SOUTH FLORIDA REAL ESTATE AND LAND USE GROUP PROJECT HIGHLIGHTS

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2018 GATEWAY ANNUAL REPORT TABLE OF CONTENTS Case Studies.........................................1 Acquisitions and Sales.......................5 Capital Market Transactions.......... 11 Land Use and Zoning....................... 19 Leasing................................................ 23 Our Team............................................ 28

olland & Knight’s South Florida Real Estate and Land Use Group is proud to provide legal services in one of the most robust and dynamic real estate markets in the world. As described in this year’s Annual Report, our real estate professionals participated in a breadth of sophisticated, community-defining and transformative real estate projects undertaken in the region in 2018. We advised our clients on the purchase and sale of a wide variety of commercial properties, including office, multifamily and mixed-use projects. We assisted a diverse array of capital markets clients in negotiating, structuring and documenting complex transactions, including syndicated loans, public finance and private development matters. We also helped clients navigate sophisticated land use entitlements – supported by the strong working relationships we maintain with local elected officials, their aides and senior staff.

Holland & Knight was named “Law Firm of the Year” in Land Use & Zoning Law by U.S. News – Best Lawyers in its 2019 “Best Law Firms” rankings. U.S. News – Best Lawyers selects only one firm in each of the more than 70 nationally ranked practice areas to receive this prestigious recognition. The South Florida Real Estate and Land Use Group, as well as many of our individual lawyers, are the subjects of significant acclaim, including recognition by Chambers USA – America’s Leading Lawyers for Business, The Best Lawyers in America guide and Super Lawyers.

Throughout the year, our real estate professionals focused on creating positive, forward-looking opportunities, as well as facilitating renewal and redevelopment throughout South Florida and beyond. We excel at collaborating together, with our clients, as a single team with one goal: delivering results and value.

The South Florida Real Estate and Land Use Group proudly presents some of our most notable 2018 transactions.

Joseph Goldstein Miami Real Estate and Land Use Practice Group Leader

Nicholas Milano Fort Lauderdale and West Palm Beach Real Estate Practice Group Leader

CASE STUDIES 1 | www.hklaw.com

Holland & Knight prides itself on delivering high-quality legal work to our clients. Specifically, strong, strategic collaboration with our clients is integral to helping them achieve success. The following select case studies show how we provide comprehensive legal representation, at times working with clients on yearlong projects to help ensure that their vision is brought to fruition. Our prowess in acquisitions, permitting, zoning and building approvals, environmental issues, government advocacy and public hearings, and beyond means that your goals are achieved efficiently and effectively.

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COLLEGIATE SUITES MIAMI – UNIVERSITY BRIDGE RESIDENCES Holland & Knight represented Collegiate Suites Miami, an entity controlled by developer Global City Development, in the sale of University Bridge Residences to University Bridge, which is managed by the Atlantic Housing Foundation Inc., a South Carolina nonprofit corporation that specializes in affordable housing.

The deal was facilitated by a $227.64 million bond financing for the purchase, construction and development of the residential facility. Located at 740 SW 109th Ave. in Miami, the complex is designed to house students, faculty and staff of Florida International University.

The property will continue to be developed by University Bridge GP (an affiliate of Global City Development) in conjunction with the new owner and is expected to be completed by the start of the 2020 academic year.

In addition, the firm represented Global City Development in the original purchase of the property for $16.6 million in 2016. Global City Development is owned by Diego Procel and Brian Pearl.

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NEW NORTH TOWN CENTER Holland & Knight is advising New North Equities in its development of New North Town Center, a microcity at the corner of Northwest 159th Street and West Dixie Highway in North Miami Beach. The project was approved by the North Miami Beach City Commission in July 2018 and is being built on an 18-acre former brownfield site that has been undergoing environmental remediation for nearly three decades.

New North Town Center will include 1,650 residential units, 260,000 square feet of office space, 175,000 square feet of retail space, a 175-room hotel and a 120,000-square-foot school. Under the 30-year development agreement, each individual building will have to be brought before the City for approval.

Holland & Knight continues to represent the developer in land use approvals as the project is developed incrementally.

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ACQUISITIONS AND SALES 5 | www.hklaw.com

Holland & Knight’s Real Estate attorneys help clients purchase, sell, lease, operate and finance billions of dollars of commercial real estate assets. In addition to standard product types, such as office, retail and industrial, we also represent clients in the acquisition and sale of specialty types, including high-end luxury condominiums and hotels.

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INVIVAS MIAMI REAL ESTATE Holland & Knight served as counsel to the buyer in the purchase of three ground-floor retail bays with five commercial tenants at the social apartment community of X Miami Apartments, located at 230 NE Fourth St., Miami.

The transaction involved the acquisition of a leasehold interest, termination of the existing ground lease and conversion of a building into a condominium structure. The agreement also allowed the buyer to obtain fee simple ownership of the ground-floor retail space.

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MATTONI GROUP Holland & Knight represented Mattoni Group, a partner in Ludlam Trail Holdings, in the $9 million acquisition of two parcels of land located along Bird Road in western Miami-Dade County. Both parcels were undeveloped lots and were acquired from two different owners in two different transactions that the Holland & Knight team handled to achieve the client’s goal of acquiring both parcels for the Ludlam Trail project.

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AVIATION INFLATABLES Holland & Knight represented Aviation Inflatables, a Federal Aviation Administration (FAA)-licensed repair station for emergency aviation equipment, in the $16 million sale-leaseback deal of its Broward County headquarters building in Sunrise. Unity Real Estate Investments, managed by Aviation Inflatables CEO German Alvarez, sold the 115,600-squarefoot building at 1655 NW 136th Ave. to an affiliate of Exeter Property Group. Holland & Knight also represented Aviation Inflatables in the initial $10.5 million purchase of the property in 2017.

PLAY 10 PRODUCTIONS Holland & Knight represented the buyer in the $13 million purchase of a waterfront mansion in Hillsboro Beach. The 10,553-square-foot home at 1003 Hillsboro Mile was sold to Play 10 Productions by former Vacation Break USA CEO Kevin M. Sheehan and his wife, Tracy Crane. The price equated to $1,232 per square foot. Sheehan built the mansion in 2000. It sits on a 41,537-square-foot lot that runs from the beach to the Intracoastal Waterway, where it has a dock. It has 150 feet of waterfront on both sides. The mansion has six bedrooms, six bathrooms, three half bathrooms, a heated pool with a waterfall, a Jacuzzi, a full-house generator, a home theater/game room, a wine room and a three-car garage.

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HYDRAULIC SUPPLY COMPANY Holland & Knight represented Hydraulic Supply Company, a full-service distributor of fluid power products and services, in the sale of its multiple retail locations in Southern Florida for an aggregate amount of approximately $15 million.

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CAPITAL MARKET TRANSACTIONS 11 | www.hklaw.com

Our South Florida real estate lawyers advise lenders, developers and equity investors on a diverse range of real estate-related capital market transactions across all commercial product types. Whether our clients need assistance with conventional senior mortgage loan financing on stabilized multifamily property, multiparty joint venture agreements requiring complex waterfalls to diverse product types in several states or anything in between, our lawyers have the experience and acumen necessary to deliver sage and practical advice.

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BRIDGEINVEST Holland & Knight served as counsel to BridgeInvest in financing the purchase, renovation and conversion of a 12-unit apartment community located at the intersection of Collins Avenue and 37th Street in Miami Beach.

The borrower plans to convert the building into an 18-unit, short-term rental property. The property is located near the beach in a premier tourist destination. The loan includes a capital improvement reserve for the total renovation of the property with a revised layout to maximize efficiency for the new use.

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275 FONTAINEPARC Holland & Knight served as borrower’s counsel in the $24.25 million construction loan for the development of an eight-story, 133-unit apartment complex at 275 Fontainebleau Blvd. in Doral, Miami-Dade County.

MARQUIS BANK – CAMBRIA HOTEL & SUITES Holland & Knight represented Coral Gables-based Marquis Bank in the $18 million construction loan to Hotel Motel Inc. to develop the first Cambria Hotel & Suites on Fort Lauderdale Beach. The amount covers the development of the 1.11-acre site at 2201, 2202, 2221 and 2231 North Ocean Blvd. The Cambria Hotel & Suites will total 91,520 square feet and offer nearly 100 rooms. It will feature a meeting room, coffee bar, pool deck and fitness room.

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POPULAR BANK – PLANTATION OFFICE BUILDING Holland & Knight represented Popular Bank in a $12.05 million loan to a Delaware limited liability company. The loan was for the acquisition and improvement of the three-story office building located at 1776 N. Pine Island Road in Plantation.

POPULAR BANK – MIAMI CONDOMINIUM UNITS Holland & Knight advised Popular Bank on a $12.1 million loan to two New York limited liability companies. The loan was for the acquisition of condominium units located at 406 NW 22nd Ave. and condominium units located at 1970 NW Seventh St., both in Miami.

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TD BANK N.A. Holland & Knight represented TD Bank N.A. in a $95 million construction loan to Helen Homes of Weston Development to develop a luxury senior living complex. The firm acted as lender’s counsel in the loan to the borrower for the construction and development of the land in Weston into the facility that will include assisted living and memory care facilities. The firm also represented TD Bank in its negotiations with its participant lenders.

The Palace at Weston facility will consist of 320 units on 8 acres at 16025 Emerald Estates Drive. The complex will feature apartments with kitchens, housekeeping services, hurricane-impact glass and emergency generators, as well as amenities that include a fitness center, transportation services, a beauty salon, a pool and a garden. The development will be part of the Palace Group, which owns and operates senior living facilities in Miami, Coral Gables, Kendall, Homestead and Tel Aviv, Israel.

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SEVEN REAL ESTATE HOLDINGS – BURGER KING Holland & Knight represented Seven Real Estate Holdings in negotiating a $20.16 million revolving line of credit for the development and construction of various Burger King quick-service restaurants as well as closing the first four underlying construction loans.

The borrower plans to use the loan as the base to fund multiple Burger King locations, with each restaurant then being documented pursuant to the terms of the facility and constituting separate construction loans.

HSBC BANK Holland & Knight served as administrative agent’s and lead lender’s counsel in connection with an $81 million loan to refinance existing debt on Mandarin Oriental, Miami.

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OCEAN BANK – ART PLAZA APARTMENTS Holland & Knight represented Ocean Bank in an $85 million loan to Art Plaza, a Melo Group entity, for the construction of Art Plaza Apartments. The residential complex consisting of two 34-story towers with 667 multifamily units will be located at 58 NE 14th St., near the Adrienne Arsht Center for the Performing Arts in the heart of Downtown Miami. The development is one block from the Miami-Dade Metromover School Board Station.

The mixed-use project includes 11,764 square feet of streetlevel retail and restaurant space, a resort-style swimming pool, pool deck, Jacuzzi, a fully equipped fitness center, valet service, covered garage parking, security-controlled remote access and a social room for residents.

OCEAN BANK – FAIRCHILD COCONUT GROVE Holland & Knight represented Ocean Bank in a $27 million construction loan to the developer of the Fairchild Coconut Grove condo project in Miami. The 26-unit condominium building is located at 3581 E. Glencoe St. in Miami with a completion date of Fall 2019. The Fairchild Coconut Grove broke ground in April 2018 and has presold 65 percent of the project’s units, which range from 1,714 to 4,114 square feet. They are priced from $1.6 million to $4.6 million.

Once completed, the condominium building will rise five stories along the water and three stories near the neighboring single-family homes. It will have a private dock with four boat slips for sale and a public walkway along the bay. Some condos will have a private shower on the outdoor balcony.

Amenities at Fairchild Coconut Grove will include a rooftop pool, a private dog walk and grooming area, a floating dock for watercraft launch, a gym, a full-time concierge, a hammam spa with a steam room and sauna, and a garden walk.

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LAND USE AND ZONING 16 | www.hklaw.com www.hklaw.com 19

Holland & Knight has extensive knowledge in all aspects of land use and environmental law, from zoning and entitlements to acquisitions and project development, as well as compliance assessments and environmental impact reports. Our attorneys and professionals have experience addressing issues related to water quality, due diligence, entitlements, wetlands, historic preservation, health and safety, hazardous materials, biotechnology, insurance and litigation.

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THE GRAHAM COMPANIES Holland & Knight is representing developer The Graham Companies in a megaproject slated for northwest Miami-Dade County. Our attorneys worked with The Graham Companies to obtain approval for a 6 million-square-foot employment center that will be adjacent to the $4 billion American Dream Miami project.

Once completed, American Dream Miami will be the largest shopping mall in the U.S. and is expected to attract 30 million visitors a year.

The Graham Companies’ $1.5 billion mixed-use development will include 2,000 rental apartments, 1 million square feet of retail stores and a business park spanning 3 million square feet. The development rights established as part of this approval have been formally recognized and will be protected for 20 to 30 years through the first statutory development agreement entered into by Miami-Dade County in more than 20 years.

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ALTA DEVELOPERS Holland & Knight represented Alta Developers in land use and zoning approvals for the development of a multifamily project in South Miami. Our attorneys represented Alta before the municipality, which required unanimous votes for a number of the approvals. Notably, the development is the only multifamily project in the City to receive unanimous approval of such requests.

CORAL REEF COMMONS Holland & Knight represented the developer, Ram Development Co., in all land use and zoning approvals for the redevelopment of the former University of Miami South Campus, located next to Zoo Miami, with a mixed-use project known as Coral Reef Commons.

The project follows years of challenges ranging from appeals of zoning to endangered species. Coral Reef Commons will consist of up to 900 multifamily units, a 350,000-square-foot shopping center, a school, a library and extensive tree preservation areas. It is located in a densely populated area of Miami, containing more than 315,000 residents within a 5-mile radius.

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LEASING 23 www.hklaw.com | www.hklaw.com

Our experienced commercial real estate leasing and retail leasing attorneys possess a wide range of industry insight and actively assist clients in achieving their capital investment goals. We routinely handle projects from all product types, including office, industrial, flex, retail and mixed-use, involving both single site projects and large portfolios. We represent both landlords and tenants, and lease several million square feet of space annually throughout the U.S.

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LONGPOINT REALTY PARTNERS Holland & Knight represented Longpoint Realty Partners in the redevelopment and leasing of Aberdeen Square, a Publix-anchored retail center totaling 70,555 square feet located between Fort Lauderdale and Palm Beach; Crossroads Square, a CVS-anchored 81,587-square-foot retail center in Pembroke Pines, with a diverse tenant mix that includes TGI Friday’s, Party City and Goodyear; and Country Isles Plaza, a Publix-anchored store retail center located on Weston Road, the major retail corridor in Weston and Indian Trace. Additional retailers at the Weston Road center include CVS, Einstein Bros. Bagels, Massage Envy, Verizon Wireless, Orange Theory Fitness and Tijuana Flats.

SEVEN RESTAURANTS Holland & Knight represents Seven Restaurants, a Burger King franchisee, in all of its leasing efforts. In 2018, the firm negotiated various leases for Seven Restaurants throughout Florida, including triple net, ground and build-to-suit leases.

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SOUTH FLORIDA REAL ESTATE GROUP WE DIFFERENTIATE OURSELVES

BY BEING: HIGHLY RESPONSIVE to market changes, creatively adapting as circumstances demand

INNOVATIVE by offering cutting-edge counsel on evolving issues affecting every aspect of the industry

CONNECTED to the Florida, Caribbean and Latin American markets, employing our intimate knowledge of pivotal opportunities, trending communities and challenges within these locales and beyond

Armando Codina development, Downtown Doral, Miami, Florida

POSITION YOURSELF TO THRIVE WITH OUR GROUP’S UNPARALLELED EXPERIENCE Holland & Knight’s Real Estate Practice is active throughout the South Florida market across a network of three offices – Fort Lauderdale, West Palm Beach and Miami. Because Florida is one of the country’s top states for growth across a range of industry sectors, South Florida practice serves as an integral part of Holland & Knight’s nationwide recognition.

For more than 100 years, we have provided legal counsel to real estate clients in practically every area of their business, including:

Acquisition/ Development/ Sales

Real Estate Finance/ Leasing

Commercial Projects

Office/ Retail/ Residential

MixedUse/ Public Housing

SOUTH FLORIDA REAL ESTATE GROUP QUICK FACTS Deep Hospitality Bench of attorneys throughout South Florida, the gateway to Latin America

50 lawyers in the South Florida Real Estate group – the largest concentration of real estate attorneys across the firm

Leadership Positions in Urban Land Institute, the largest and most prestigious land use organization in the country

LEADING LAWYERS ON YOUR SIDE 2019 U.S. News – Best Lawyers Guide Holland & Knight received national first-tier rankings in Real Estate Law and Land Use and Zoning Law in the 2015-2019 guides | Named Law Firm of the Year in Real Estate Law in 2017 2019 The Best Lawyers in America Guide 68 real estate lawyers recognized | Noted in the areas of Leisure and Hospitality Law, Real Estate Law, Environmental Law, and Land Use and Zoning Law 2018 The Legal 500 United States Guide Firm recognized as top-tier nationwide for Land Use/Zoning and recommended for Real Estate and Construction | Real estate lawyers highlighted as Leading Lawyers in the guide 2018 Chambers USA Guide 27 real estate attorneys from eight different markets recognized | Lawyers recognized in the areas of Banking & Finance, Leisure & Hospitality, Real Estate, and Zoning and Land Use Law360 Firm named 2018 Practice Group of the Year for Hospitality, Resort and Timeshare

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SOUTH FLORIDA REAL ESTATE GROUP HOLLAND & KNIGHT’S REAL ESTATE PRACTICE IS AT THE FOREFRONT OF: REAL ESTATE FINANCE Real estate finance is a core strength of our Real Estate practice, as demonstrated by our significant track record within the national real estate finance space.

RETAIL

Holland & Knight has one of the strongest retail practices nationwide. As other retail law firms abandon their focus on the retail sector, we are even more committed to it, and continue to organize our retail practice around the needs of clients to fit their business services and structure.

HOSPITALITY

We have a focus on the hotel and hospitality industry, with particular emphasis on hotel and mixeduse communities. We advise hotel owners and developers of mixed-use resort and urban communities domestically and in the emerging markets of Asia, the Middle East and Latin America.

SUSTAINABLE DEVELOPMENT Holland & Knight was one of the first law firms with attorneys certified as LEED-accredited (Leadership in Energy and Environmental Design). We have attorneys who are certified to advise clients on green building, environmentally sustainable construction and performance issues.

LOW-INCOME HOUSING TAX CREDITS Since the inception of low-income housing tax credits in 1975, Holland & Knight has represented syndicators, developers, broker-dealers and equity investors in structuring, negotiating and documenting tax-advantaged equity investments in all types of real estate throughout the U.S. As a result, we have developed extensive knowledge about low-income housing tax credits, and the tax and business problems that can arise in structuring tax-advantaged transactions.

OUR TRANSACTIONAL EXPERIENCE AND PROWESS ALLOW US TO BE:

HIGHLY RESPONSIVE to market changes, creatively adapting as circumstances demand

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INNOVATIVE

COMPREHENSIVE

by offering cutting-edge counsel on evolving issues affecting every aspect of the real estate industry

via working relationships with local regulatory and policy authorities throughout the country, including municipalities and the executive and legislative branches

OUR TEAM FORT LAUDERDALE PARTNERS

Irwin J. Fayne 954.468.7895 irwin.fayne@hklaw.com

Judith E. Kreitzer 954.468.7859 judi.kreitzer@hklaw.com

Janna P. Lhota 954.468.7841 janna.lhota@hklaw.com

Jonathan S. Marcus 954.468.7924 jon.marcus@hklaw.com

Allison McCarthy 954.468.7851 allison.mccarthy@hklaw.com

Nicholas G. Milano 954.468.7804 nick.milano@hklaw.com

Stephen B. Moss 954.468.7857 stephen.moss@hklaw.com

Debbie M. Orshefsky 954.468.7871 debbie.orshefsky@hklaw.com

ASSOCIATES Alexandra L. Briesemeister 954.468.7987 alexandra.briesemeister @hklaw.com

Herman R. Lipkis 954.468.7825 herman.lipkis@hklaw.com

STAFF ATTORNEYS Christine Anchia Crousillat 954.468.7892 christine.crousillat@hklaw.com

Amber Goethel 954.468.7848 amber.goethel@hklaw.com

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OUR TEAM MIAMI

PARTNERS Mark I. Aronson 305.789.7657 mark.aronson@hklaw.com

Hugo P. Arza 305.789.7783 hugo.arza@hklaw.com

William R. Bloom 305.789.7712 william.bloom@hklaw.com

Miguel A. De Grandy 305.789.7535 miguel.degrandy@hklaw.com

Vivian C. de las Cuevas-Diaz 305.789.7452 vivian.cuevas@hklaw.com

Josias N. Dewey 305.789.7746 joe.dewey@hklaw.com

Isabel C. Diaz 305.789.7477 isabel.diaz@hklaw.com

Joseph G. Goldstein 305.789.7782 joseph.goldstein@hklaw.com

John F. Halula 305.789.7796 john.halula@hklaw.com

Alan Samuel Krischer 305.789.7758 alan.krischer@hklaw.com

Ines Marrero-Priegues 305.789.7776 ines.marrero@hklaw.com

Juan J. Mayol Jr. 305.789.7787 juan.mayol@hklaw.com

Elena Otero 305.789.7437 elena.otero@hklaw.com

Richard A. Perez 305.789.7630 richard.perez@hklaw.com

Tracy Rachel Slavens 305.789.7642 tracy.slavens@hklaw.com

Ilana B. Strickon 305.789.7444 ilana.strickon@hklaw.com

Melissa S. Turra 904.798.5457 missy.turra@hklaw.com

Gavin Williams 305.789.7637 gavin.williams@hklaw.com

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MIAMI (CONT’D) SENIOR COUNSELS

Jorge R. Escobar 305.789.7521 jorge.escobar@hklaw.com

Gloria M. Velazquez 305.789.7407 gloria.velazquez@hklaw.com

ASSOCIATES Elena Aidova 305.789.7766 elena.aidova@hklaw.com

Shawn S. Amuial 305.789.7591 shawn.amuial@hklaw.com

Alejandro J. Arias 305.789.7446 alejandro.arias@hklaw.com

Tomas E. Castellanos 305.789.7476 tomas.castellanos@hklaw.com

Ricardo Fraga 305.789.7583 ricardo.fraga@hklaw.com

Pedro Gassant 305.789.7430 pedro.gassant@hklaw.com

Daniel P. Hanlon 305.789.7593 daniel.hanlon@hklaw.com

Jessica H. Hoch 305.789.7410 jessica.hoch@hklaw.com

Brett H. Holland 305.789.7777 brett.holland@hklaw.com

Vanessa Madrid 305.789.7453 vanessa.madrid@hklaw.com

Rebecca L. Mendez 305.789.7464 rebecca.mendez@hklaw.com

Amanda M. Naldjieff 305.789.7462 amanda.naldjieff@hklaw.com

Samir Suresh Patel 305.789.7629 samir.patel@hklaw.com

Alessandria San Roman 305.789.7580 alessandria.sanroman @hklaw.com

James R. Williams Jr. 305.789.7413 james.williams@hklaw.com

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OUR TEAM LAND USE PLANNERS Mercy S. Arce 305.349.2178 mercy.arce@hklaw.com

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Michael A. Freire 305.789.7792 michael.freire@hklaw.com

Alberto J. Torres 305.789.7744 alberto.torres@hklaw.com

With more than 1,300 attorneys and other professionals in 28 offices throughout the world, Holland & Knight is committed to providing exceptional service to clients in litigation, business, real estate and governmental law.

Learn more about Holland & Knight at www.hklaw.com.

HOLLAND & KNIGHT PRACTICE OVERVIEW Corporate Transactions, Finance and Tax International Latin America Cuba Action Team

Litigation and Dispute Resolution Private Wealth Services Real Estate, Hospitality and Leisure Regulatory and Government Affairs

INDUSTRY SECTORS Energy & Natural Resources Finance & Financial Services Healthcare & Life Sciences

Real Estate & Hospitality Technology & Telecommunications Transportation & Infrastructure

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