Jeff Wutzke, a counsel in Goodwin's Real Estate Capital Markets Group and a member of its Business Law Department, focuses on complex real estate investment transactions, joint ventures, and structured finance and lending matters. This includes significant experience with real property acquisition and sales transactions, and property development and management.

Prior to joining Goodwin in 2013, Mr. Wutzke practiced law at Lewis and Roca in Silicon Valley and at Latham & Watkins in San Francisco.




Mr. Wutzke's practice emphasizes the structural and security aspects of complex commercial finance and investment work. He has represented equity investors, lenders, participant banks, borrowers and guarantors in a variety of loan and finance transactions including CMBS deals, multibillion dollar portfolio loans, mezzanine and participatory structures, short-term unsecured financings, formation of joint ventures and TICs in conjunction with equity investments.

Mr. Wutzke also handles an array of real property acquisition and sales transactions, including multifamily, senior housing, retail, office, warehouse/industrial space, and raw land. He also aids clients in development and redevelopment work (including military base re-use and brownfield redevelopment) and historic preservation.

Representative Matters



Finance and Investment Transactions
  • Negotiation of construction loan documents for a 5-property senior housing portfolio in Michigan and Ohio.
  • Represented preferred junior equity investor in $75 million investment in joint venture portfolio, owning over 70 multifamily properties in San Francisco in a transaction that included senior preferred equity, a CMBS loan, and multiple subordinate loans.
  • Complex $500 million revolving credit line from Freddie Mac on behalf of multi-family residential property REIT, secured by portfolio of properties in multiple states, with borrower rights to add and remove collateral based on pre-defined criteria.
  • Refinance of $161 million loan secured by shopping center, and concurrent formation of joint venture by equity investor client, negotiated and closed in 26 days.
  • Represented insurance company fund as lender in a $235 million multifamily residential transaction secured by 11 properties in Santa Monica, California.
  • Represented acquiring lender in the assumption of a $140 million loan secured by multiple Florida properties.
  • Negotiated loan assumption documentation for a 14-property apartment portfolio in central Florida, assuming loans by seven lenders (including securitized Fannie Mae loans) in a transaction valued at $300 million.
  • Negotiated, drafted and performed ongoing services for $80 million synthetic lease for 1.3 million-square-feet southern California distribution center for a leading clothing retailer. Subsequently represented retailer’s parent company in negotiation of a revolving credit line secured by company inventory and accounts receivable, and the creation of a further $50 million unsecured credit line.
  • Numerous mezzanine financings, including assessment of corporate structure and adequate consideration issues and perfection of security interests in entity interests.
  • Performed numerous project finance transactions across the United States on behalf of domestic and foreign lenders, including negotiation and documentation of security agreements, ancillary project documents, intercreditor and syndication agreements, and subsequent loan modifications.
  • Assisted local community banks in loan assumptions, assignments and modifications necessitated by 2008/2009 economic downturn, including modifications of collateral packages and modification of terms to preserve bank/borrower relationships.
  • Performed defeasance of $130 million mortgage to facilitate 2003 office property REIT IPO in Los Angeles.
  • Achieved numerous CMBS loan defeasances totaling over $160 million in conjunction with California, Florida and Texas apartment property sales.
  • Represented re-insurer with respect to the $66.5 million refinancing of multimodal public bond for generation facility in New Jersey.
Corporate and Commercial Transactions
  • Acquisition of equity interest in 5-star Seattle hospitality site, and associated joint venture and management agreement negotiation.
  • Represented major hotel brand in the $40 million acquisition of historic property in South Beach, Florida for renovation and expansion.
  • Represented pension fund in 2013 formation of joint venture investment entities to acquire and operate student housing projects in Los Angeles.
  • Negotiated a specialized goods contract valued at more than $70 million on behalf of a major western power utility, for the manufacture, installation and maintenance of turbine rotors for nuclear power plant.
  • Aided numerous Silicon Valley startups with investment rounds, bridge loans and corporate organization.
Acquisition and Sales
  • $226 million acquisition of 33-story San Francisco office tower, including formation of equity joint venture, and $130 million secured purchase loan, from start to finish in less than one month.
  • Helped client negotiate and sign $262 million hotel acquisition agreement over a 6-day period.
  • Represented major Canadian real estate investment firm in multiple transactions to acquire 17,000+ acres in the southwestern and south-central United States; followed acquisitions by formation of tenancy-in-common agreements and LLC structure to incorporate foreign investors.
  • Negotiated $600 million investment, via a portfolio of joint ventures, to acquire 47 properties at a multi-model industrial and transportation complex in central Texas; subsequently represented investors in a further acquisition of adjacent properties valued at $100 million.
  • Diverse energy facilities, from California and Washington to Texas, New Jersey and Massachusetts - including gas-fired plants, wind towers, small solar array citing, biomass cogeneration, and coal waste – ranging from $15 million to over $100 million.
  • Represented major hedge fund as equity investor in leasing of numerous retail and hotel sites in California, Arizona, New Mexico and other locations, including negotiation with big box retailers for major store and warehouse spaces.
  • Pro bono representation of Bay Area open space trust in several multi-million dollar acquisitions of over 1,000 acres of land in the Santa Cruz Mountains.
  • Represented landowner in complex lease and sublease transaction of major Santa Clara office and cafeteria space, in conjunction with an outgoing tenant's bankruptcy proceeding.
  • Created and represented a joint venture in a 2006 portfolio acquisition of California property near Sacramento, valued at $100 million for subsequent residential entitlement and development.
  • Represented financial backer in 2004 acquisition of land and development rights for a 24-story mixed-use building in San Diego, California in conjunction with ballpark redevelopment.
  • Represented Los Angeles to Pasadena Metro Blue Line Authority in a transit-oriented construction project, including property acquisition and disposition, development agreements and access easements.
  • Represented Bay Area, California city in restoration and preservation of historic WWII “Liberty Ship” / “Rosie the Riveter” manufacturing facility and its conversion into a compatible mixed-use project.

In The News







J.D., 1998
University of Virginia School of Law
M.S., 1993
University of California, Berkeley
B.A., 1988
Dartmouth College





U.S. District Court for the Northern District of California
U.S. Court of Appeals for the Ninth Circuit
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