Jon M. Katona

Jon’s practice encompasses a range of corporate, real estate and general business matters, with a focus on finance, joint ventures and private investment transactions. He represents institutional investors, sponsors, developers and management companies in structuring and implementing joint ventures, equity investments and debt investments across a wide variety of real estate asset classes, including hotel, office, multifamily / residential, parking, restaurant, retail and mixed-use projects. Jon also represents clients in structuring investments and raising capital from national and international institutions, including REITS and tax-exempt investors, as well as high net worth individuals, for single property and portfolio transactions.

Jon’s scope of representation for general partners and sponsors in the formation and management of private investment funds ranges in size from $10 million to over $2.5 billion, and funds in their real estate, debt and equity investments. He represents funds in capital call subscription facilities and other fund-level financing transactions and frequently collaborates with colleagues to address tax-exempt (including UBTI), ERISA, REIT, securities law and other structuring issues that arise in the formation of joint ventures, investment funds and other investment structures.

In addition to his finance and joint venture practice, Jon represents operating companies in reorganizations and merger and acquisition transactions (representing both acquirers and targets), and in capital raising transactions. He also advises companies and other organizations, including non-profit organizations, and their boards of directors in connection with corporate governance and day-to-day operational issues.

Co-author, “Filing Deadline Approaches: The Corporate Transparency Act,” September 23, 2024

Author, “The Corporate Transparency Act is in Effect: What You Need to Know,” January 11, 2024

Presenter, “Contribution, Distribution and Exit Provisions in Real Estate Joint Venture Agreements,” accredited CLE program, April 19, 2023

Author, “Alert: Philadelphia Contribution and Pay-to-Play Laws,” April 3, 2019

Co-presenter, “The Ins and Outs of Real Estate Joint Venture Companies,” accredited CLE, March 22, 2017

Co-Author, “Alert: New Antifraud Rule Adopted for Pooled Investment Vehicles,” October 2007

Author, “Keeping Internal Investigations Confidential Is Getting Harder,” Technology Times, April 2004

• Lead corporate counsel representing a national real estate developer and investor in approximately 30 equity raising and joint venture transactions involving office, residential, parking, retail and mixed-use properties on both a single-asset and a portfolio basis. The typical equity raised was $5 million to $40 million per transaction. The developer also acted as the project operator in joint ventures with institutional partners who required that investments be structured to address tax exempt and REIT issues. The representation also involved negotiating construction and property management agreements and office and retail listing agreements. Structured executive and other employee investment and incentive equity awards as part of the transactions.
• Lead corporate counsel representing a real estate opportunity fund and a real estate developer for multiple hotel joint venture investments (13 transactions with equity investments from $8 million to $25 million) in both common and preferred equity investments. Two transactions involved significant federal historic tax credit investment and one transaction involved state historic tax credit investment. Approximately half of the transactions involved structuring investments for tax exempt national endowments, pension plans and other tax exempt investors to address unrelated business taxable income (UBTI), “Fractions Rule” and other issues that arise for tax exempt investors. Investments also needed to be structured to comply with “venture capital operating company” (VCOC) rules under ERISA for pension plan investors.
• Lead corporate counsel representing a real estate opportunity fund in multiple residential, retail, parking and mixed use joint ventures. The fund was the institutional partner (partnering with an operating partner). One transaction involved a preferred investment in an investment vehicle that owned multiple industrial properties. The equity value of the transactions ranged from $10 million to $40 million and investments were in common equity, preferred equity and subordinated debt investments. One transaction involved partnering with a tax exempt institutional partner.
• Lead corporate counsel representing a real estate investment trust in multiple equity investments in student housing projects. The equity value of the transactions ranged from $10 million to $25 million.
• Lead corporate counsel representing a hotel development group in six joint venture transactions. The development group acted as operating partner in the joint ventures. The equity value of the transactions ranged from $10 million to $25 million and investments were structured as common and preferred equity. Also analyzed buy-sell issues for the group in connection with several other real estate joint ventures with a national institutional real estate investor.
• Corporate counsel representing a national real estate opportunity fund in two significant restructuring and recapitalization transactions for a single fund and a multi-fund portfolio. The equity value of both the single fund transaction and the multi-fund portfolio was several billion dollars.
• Lead corporate counsel representing a national real estate developer and investor in three significant restructuring and recapitalization transactions for a multi-asset portfolio. The equity value of the transactions ranged from $60 million to over $100 million. Two of the transactions involved structuring to address REIT issues.
• Outside “general counsel” for a real estate fund sponsor, representing the sponsor in forming a series of funds ranging from $75 million to $125 million and in all of the funds’ joint venture investments (approximately 20 nation-wide investments with equity investments of approximately $5 million to $20 million). Investments involved significant entitlement issues. Represented the sponsor in removing one operating partner and initiating a “buy sell” under a joint venture agreement.
• Lead corporate counsel representing The Harrisburg Authority in selling its incinerator and related waste management operations for $126 million and in its related transition to a water authority.
• Lead corporate counsel representing a debt fund sponsor, several real estate fund sponsors and several private equity fund sponsors in obtaining subscription credit facilities ranging from $10 million to $250 million for a series of their funds, as borrowers.
• Lead corporate counsel representing a sponsor in launching a dining, social, business, health and wellness club. The representation included raising approximately $25 million of capital, negotiating deal terms with institutional and other sponsors and investors and addressing multiple corporate governance and operational issues. The representation also involved negotiating construction and property management agreements.
• Lead corporate counsel representing a real estate fund sponsor in forming a closed-end real estate fund that raised $200 million.
• Lead corporate counsel representing a private equity fund sponsor in forming a closed-end private equity fund that raised $30 million.
• Lead corporate counsel representing one of the largest national structural steel fabricators in term, revolving and second lien credit facilities, debt and equity offerings (ranging from $10 million to $25 million) acquisition transactions (ranging from $20 million to $100 million), restructuring transactions and general corporate governance matters.
• Act as corporate counsel for an early-stage venture capital fund’s portfolio company in the technology sector. Advise the company’s board of directors (which is comprised of representatives of several national private equity fund groups). Represent the company in capital raising and M&A transactions, as well as day to day corporate governance matters.
• Corporate counsel representing a debt fund sponsor, several real estate fund sponsors (including a Taft-Hartley union pension fund advisor) and several private equity fund sponsors in organizing and raising capital for approximately 30 closed and open end funds with commitments ranging from $50 million to $2.5 billion. Drafted fund disclosure documents, partnership agreements and other governing agreements, and negotiated with institutional and other investors in connection with their admission to the funds.
• Lead corporate counsel representing sponsors in liquidating three fund groups and one parking portfolio investment vehicle with capital commitments / investments ranging from $40 million to several hundred million dollars.
• Lead corporate counsel representing three fund sponsor groups, two developers and several individuals in negotiating the terms of individual managing principals joining sponsor management groups. The representation included negotiating the terms of the principal’s admission as an executive and member of one or more management companies and investment in several funds managed by the sponsors.