Thomas Fawell practices in the areas of mergers & acquisitions and capital formation, inclusive of 1940 Adviser Act compliance and real estate finance and development. Before Rimon, Mr. Fawell served as Partner and Member of the Management Committee at Katten Muchin.
Mr. Fawell’s deep experience includes advising collectors in multiple art transactions strategies, as well as business owners and real estate developers through multiple funding alternatives and structures, acquisitions, dispositions, capital formation and joint ventures, identifying risks and benefits of competing interests.
He has handled complex negotiation and documentation protocols related to (i) securing asset funding of offshore income property; (ii) advising in-bound foreign capital for U.S. investments through the Cayman Islands and other tax neutral venues; and (iii) the design and implementation of Anti-Money Laundering /OFAC & FATCA compliance procedures.
With direct hands-on experience in hedge fund management, Mr. Fawell counsels companies in Adviser Act compliance and money management, as well as its application of the Act to real estate fund formation and oversight.
Additionally, Mr. Fawell advises high net worth investors in the strategic acquisition, disposition and financing of high value art and related investment collectables.
- Assembled $115M in a private equity acquisition of a credit card processing operation, and its equipment lease subsidiary. In this acquisition, Mr. Fawell structured and negotiated the multi-level private equity shareholder preferences & capital structure, the management and investor rights, and the terms of the corporate governance structure. He also resolved critical FIRREA issues with the OCC.
- Managed and coordinated the Midwest expansion through acquisition of independent and corporate acquired units for a national oil change service company, as well as led in the disposition of redundant sites. Also managed resolution of territorial disputes in overlapping acquired franchises.
- On behalf of an agency of the Malaysian government, Mr. Fawell was called upon to opine regarding the application of FinCEN and SEC issues. The complex facts concerned a $200M asset-backed loans against government real estate in London and in the U.S.
- Advised numerous early stage IT companies in dealing with all issues within complex multi-party contracts, IP development rights, capital & affiliate entity formation and documentation, shareholder/investor liquidity preferences, and matters of general corporate governance. Created a disciplined, but user-friendly tech- corporate transaction contract library, that improved compliance and reduced customer on- boarding time from 3 weeks to 2 days.
- Advised two emerging real estate funds regarding the application of the ‘Foreign Private Adviser’ rules in Section 202(a) (30) et seq., under Dodd Frank. Mr. Fawell advised that the ‘Foreign Private Adviser’ exception did not apply and that each client would be fully subject to the registration requirements under Dodd Frank.
- Engaged directly by CEO of Fortune 100 company to formulate expansion of corporate headquarters versus relocation to a new site.
- Combined State of Florida governmental submerged-land leasehold with upland private property interests as a 30-year private-capital lease. This was effected with a parallel resolution of hard money foreclosure action on the upland parcel. Transaction was a matter of first impression with both the Submerged Land Section of the Florida Dept. Environmental Protection and with the hard money lender. A negotiated resolution prevented foreclosure and paid off all claims of the hard money lender.
- Orchestrated resolution of numerous and egregious wetland violations with pending charges from the Criminal Division of the U.S. Department of Justice in two commonly owned, mixed-use office, retail and multi-family golf communities. The successful resolution was achieved in the payment of a significant fines and the avoidance of incarceration of the developer client.