Thomas B. Smallwood

Experience

Real Estate Development and Incentives

• Represents a meatpacking company in connection with the development and construction of a new beef harvesting plant and related wastewater treatment facility and transit hub, involving a contested conditional use permit, state and local public finance incentives, and public-private partnerships, with a total estimated $800MM investment.
• Represents a culinary protein company that relocated to the City of St. Louis, generating hundreds of new jobs with state-level incentives, including Missouri Works program tax credits and BUILD program bonds. Initial project was awarded tax abatement through Chapter 100 bonds and included negotiation of a benefits program with St. Louis Public Schools.
• Formed, and continues to represent, the City of Chesterfield, Missouri's first community improvement district (CID). Provided related development counsel for a $150 million+ super-regional outlet mall and mixed-use development.
• Represents a St. Louis-based developer in various large-scale multi-family and mixed-use projects from entitlement stages through negotiation and documentation of incentives, investor private offerings, joint ventures, leasing, and construction and permanent financing – including mezzanine financing and CMBS loans.
• Was the principal drafter of the Illinois Innovation, Development and Economy Act (also known as the "STAR Bonds Financing Act"), negotiating with stakeholders, Illinois officials and lobbyists through two legislative sessions. Advises a Marion, IL developer on various aspects of an entertainment, retail and destination development implementing STAR Bonds in Illinois for the first time.

Real Estate Finance

• Tom devotes a large portion of his practice to representation of a NYSE publicly-traded REIT, drafting and negotiating leases, purchase and sale agreements, development agreements, financing documents, reciprocal easement agreements, and construction contracts for movie theaters, ski resorts, entertainment and retail shopping centers, and vineyards and wineries all over the United States.
• Represents sophisticated real estate investors on all aspects of their commercial real estate investments, including joint venture structuring, and LLC operating agreement drafting and negotiation. Collaborates with Stinson's corporate finance and tax teams in developing private placement memoranda and entity formation as part of REIT and fund formation.
• Assists in underwriting and due diligence, and drafts and negotiates construction and real estate loans for borrowers, REITs and local and national banks on various types of real estate projects, including multi-family apartment complexes, single-family residential developments, mixed-use developments, and senior living facilities. Lender representation also includes substantial experience with publicly-financed real estate and construction loans. Borrower representation also includes CMBS loans, mezzanine debt and preferred equity transactions.

Commercial Lending

• Tom counsels some of the country's largest financial institutions and local community banks on a range of secured transactions, documenting commercial and industrial lines of credit, and other complex asset‑based loans, including small and middle market mergers and acquisitions, warehouse line of credit facilities, and traditional asset-based C&I loans.
• A significant part of Tom's lending practice involves documenting commercial loans to beer distributors, microbreweries, and other borrowers in the alcoholic beverage industry.

Renewable Energy

Represents an international energy-from-waste (EfW/WtE) company in connection with various anaerobic digester development projects, joint ventures, EPC (engineering, procurement and construction) transactions, marketable gas transactions and operation and maintenance arrangements.

Tom also has experience representing landowners and developers in connection with solar and wind development projects - negotiating leases, easements and access agreements, and advising on due diligence and compliance matters.

News

Speaking Engagements

"Landlord/Guarantor Tug of War: Limiting and Enhancing Lease Guaranties and Tenant Creditworthiness with Rolling Guaranties and Letters of Credit," ICSC Law Conference workshop, October 27, 2023

"Funding Considerations for Cannabis Businesses in Minnesota – Lessons for Cannabis Business Operations," part of a Stinson LLP continuing legal education series, November 15, 2023

"Mixed Use… or Mixed Blessing? Lessons on How to Fit the Square Peg into the Round Hole," ICSC Law Conference seminar, November 4, 2021

"Commercial Leasing and the Impact of Tax Reform," Mueller Prost joint presentation, September 26, 2018

"Rolling, Rolling, Keep Those Doggies Rolling: The Issues with Limited Guaranties, Including Rolling Guaranties," ICSC Law Conference seminar, October 25, 2018

"Reciprocal Easement Agreements: Structuring and Amending REAs for Retail and Mixed-Use Project Development," Strafford CLE, June 21, 2018

"Don’t Let the Tail Wag the Dog: Lease Issues which Inadvertently Impact Company Transactions and Operational Decisions," ICSC Law Conference workshop, October 25, 2017

"Subdividing Existing Shopping Centers for Anchor Investment Sales," ICSC Law Conference roundtable, October 28, 2016 

"Best Practices for In-House Counsel: Commercial Leasing for Corporate Counsel--From LOI to Lease," St. Louis Association of Corporate Counsel CLE, September 2,2015

Publications

Co-Author, “REITS’ Potential to Electrify Midwest Real Estate,” Midwest Real Estate News’ REJ Blog, August 20, 2012 

"Laws on Direct Shipment of Wine Persistent Legislative Battleground," Stinson LLP E-Alert, June 2011