Andrew M. Smith

Introduction

Mr. Smith’s legal career spans more than 35 years. After graduating from the University of Miami
Law School, Mr. Smith began his practice in Miami, Florida, representing residential buyers and sellers, including the developer of one of the first large townhouse developments in South Florida. After several years, his practice shifted to commercial real estate, working representing several real estate investors who averaged one strip shopping center acquisition a month. It was during this time that Mr. Smith developed and refined his contract, diligence and closing checklists and procedures that he would rely on as he took his practice to a higher level.

In 1981, with a job offer from Weil Gotshal & Manges, Mr. Smith relocated to New York City. His
first transaction was representing the buyer of 110 William Street for $105MM. The buyer of this classic financial district office building was Bernie Mendik, a Manhattan real estate icon. Mr. Smith represented Mr. Mendik’s Manhattan acquisitions and leasing team as they grew their portfolio of office buildings that now are a division of Vornado. At the same time, he developed a niche expertise drafting and negotiating construction contracts, architects agreements and development agreements that would be used to develop several large office buildings and corporate headquarters projects in Manhattan and across the country.

In the middle 1980s, as the financial markets were experiencing M&A and LBO madness, Mr.
Smith was the Corporate Finance Group partner responsible for assisting the firm’s lender clients (such as Citibank, and GE Capital), and the firm’s corporate clients (such as Macys) with the development and negotiation of structures and documentation that would facilitate the securing of the financings for these corporate transactions with the borrowers’ corporate real estate assets throughout the country.

During the same period, the US enjoyed an influx of Japanese institutional investors. Mr. Smith
represented these investors in connection with several large commercial development projects nationally including the Hyatt golf resort in San Antonio, the headquarters for Capital Holdings in Louisville and the One Detroit Center office tower. As the 1980s came to a close, Mr. Smith’s practice, as was typical of most, was redirected to a cycle of secured debt restructurings and Chapter 11 filings, including a portfolio of over a $1B of nonperforming loans (originated by other counsel) for a Japanese institutional investor.

Mr. Smith left his partnership at WGM after 14 years at the firm, to move to the business side,
joining his friend and biggest client, who had a successful transaction record providing medical device venture capital. After taking a startup medical device company from its initial capital raise to IPO stage, Mr. Smith left the venture capital group to join a national retail company as its General Counsel and VP-Real Estate, responsible for negotiating lease transactions nationally. When the company entered Chapter 11 for the second time, Mr. Smith negotiated the liquidation of its assets and looked for his next opportunity, joining Getty Realty Corp., a NYSE-listed REIT, as its General Counsel and, one year later becoming its President. In that capacity, Mr. Smith led its acquisitions team, acquiring portfolios of gas station/convenience store properties, and growing the company from a regional enterprise into a national company with more than 1,000 properties in 22 states, nearly doubling the company’s market cap.

From 2008 to 2013, Mr. Smith was Of Counsel with Sichenzia Ross, closing numerous PIPE
transactions and serving as outside general counsel for many public companies in a broad range of
industries. After Sichenzia, Mr. Smith was the SVP and Chief Counsel for a privately-held national real estate company with approximately 11MM square feet of office and decorator showroom space in NY, FL,TX and CA. Most recently, Mr. Smith has focused on CFIUS engagements, serving as the lead Trustee overseeing the disposition of a $400M asset in NYC and as the outside board member for an online education services provider.

Mr. Smith has published and lectured nationally on real estate related topics, including leasing,
acquisitions and restructurings, and continues to advise investors in the gas station/convenience store sector and assist developers and investors with the structuring of their construction phase and permanent project financing.