WILLIAM A. MICELI
14 West Erie Street
Chicago, IL 60610-3811
Phone: (312) 751-1170
Fax: (312) 751-0438
Profile | Bar Admissions | Education | Professional Associations | Position
Current Employment Position(s):
Georgetown University, 1979
Visiting Student – International Relations
Loyola University of Chicago , 1980
B.A., Philosophy, Cum Laude
Andrew Mellon Philosophy Prize
Loyola University of Chicago School of Law, 1984
Member, Loyola University of Chicago Law Review
William Miceli concentrates his practice in the areas of not-for-profit corporations, urban renewal transactions, federally qualified health centers, and social service organizations. He began his legal career in the City of Chicago Office of Corporation Counsel and served in the Administrations of Mayors Jane Byrne and Harold Washington. As an Assistant Corporation Counsel he handled civil litigation in the federal and state courts, became a member of the federal trial bar and served as lead attorney in several bench and jury trials. Mr. Miceli also served as liaison with the Office of Legislative Affairs in Mayor Harold Washington’s Administration. In this role he assisted the Office of the Mayor in both the Chicago City Council and in the Illinois General Assembly. His last assignment as an Assistant Corporation Counsel was in the Real Estate and Land Use Division, where he handled a variety of neighborhood development and real estate transactions on behalf of the City of Chicago.
Currently, Mr. Miceli works on a range of matters, including layered real estate finance transactions utilizing the federal Low Income Housing Tax Credit and Illinois Affordable Housing Tax Credit; purchase and sale of partnership interests in limited partnerships; corporate governance matters; contract review; and general legal counseling to not-for-profit corporations. He's often represented for-profit developers and businesses, but has specific experience representing not-for-profit corporations in the negotiation of partnership and operating agreements involving profit-motivated entities, as well as assisting not-for-profits with asset acquisitions, real estate development, workouts and asset dispositions -- especially in connection with tax credit syndications following expiration of initial tax credit compliance periods.
Mr. Miceli was a recent presenter on the subject of Joint Venture Agreement Negotiations at a Local Initiatives Support Corporation Developer’s Conference, and currently assists in the representation of more than a dozen community development corporations, health clinics and social service agencies.
Recent Representative Transactions:
KOMED/Holman Health Center: Project involved the acquisition of a former City of Chicago Department of Health Center in Chicago’s North Kenwood-Oakland community, including various leaseback arrangements with the City of Chicago, as well as construction financing for a large addition and rehabilitation of the existing healthcare facility. Financing included a construction loan funded by Illinois finance Development Authority Bond Issue and an Empowerment Zone Grant from the City of Chicago. The developer is a not-for-profit operator of federally qualified health centers and recipient of the prestigious JCAHO accreditation. Today, the health center serves the health needs of many thousands of patients in the North Kenwood-Oakland community, including a preponderance of children and young adults.
47th and Lake Park Shopping Center: Project involved the acquisition of land from the City of Chicago and financing and construction of an 80,757 square foot shopping center anchored by a grocery store, on 188,073 square feet of land. The developer was a limited liability company formed between a for-profit developer and an affiliate of a 501(c)(3) organization. Mr. Miceli represented the not-for-profit partner in the structuring and formation of the limited liability company and the closing of the construction financing. Financing included a first mortgage from Harris Trust and Savings Bank, a second mortgage from Local Initiatives Support Corporation, and an Empowerment Zone Grant from the City of Chicago. The shopping center is open, operating and fully leased. It currently generates significant rental income, proving inner city shopping centers can succeed.
Barbara Jean Wright Apartments: Project consisted of the acquisition and rehabilitation of a 27 building housing complex containing 272 units of affordable housing. The client was a co-owner of the complex and was included in a new partnership formed to acquire the complex. As a result of the issuance of City of Chicago Variable Rate Demand Multi-Family Housing Revenue Bonds and Low Income Housing Tax Credit equity supplied by the Chicago Equity Fund, the new partnership completely rehabilitated the complex’s housing units and common areas. Mr. Miceli was engaged by the not-for-profit owner of the development after the United States Department of Housing and Development initiated legal action against the Project. Today the complex is operating successfully and providing needed affordable housing on Chicago’s Near West Side. Mr. Miceli continues to represent the not-for-profit co-owner of the Project in connection with its general business matters.
Jackson Park Terrace Apartments: Project consisted of the sale of a 312 residential unit housing development located on land owned by the University of Chicago to a newly formed Low Income Housing Tax Credit limited partnership. Mr. Miceli represented the Project’s developer, sponsor, and not-for-profit general partner. The transaction is believed to have featured the first use of a donated ground lease, which generated Illinois Affordable Tax Credits based upon the difference in the leasehold’s negligible transfer price and appraised value. The buildings comprising the development were sold to the limited partnership separate from the underlying land; the ground lease was simultaneously transferred to the limited partnership with the consent of the University of Chicago and modified to reflect Federal Housing Authority requirements associated with the FHA insurance program. Financing sources included issuance of tax exempt bonds in connection with a first mortgage from a FHA lender, a second mortgage from the Illinois Housing Development Authority and two unsecured promissory notes in favor of the not-for-profit sponsor. The National Equity Fund purchased Low Income Housing Tax Credits and a major Chicago bank provided Illinois Affordable Housing Tax Credit equity. An extended use commitment affecting the property ensures all 312 residential apartments shall remain affordable to tenants at or below 60% of median family income for thirty years. The development is operating successfully and provides needed affordable housing on the boundary of Chicago’s Hyde Park community.
South Park Plaza: Project consisted of new construction on a tract of land owned by the Chicago Housing Authority and previously used for public housing. The land was leased pursuant to a long-term ground lease to a newly formed Low Income Housing Tax Credit limited partnership. One Hundred and thirty-four (134) housing units affordable to families at our below 60% of median family income were built on the site. Mr. Miceli was retained to represent the sponsor, general partner and developer limited partnership after the project bogged down with a myriad of construction and financing challenges. Financing sources included issuance by the City of Chicago of tax-exempt bonds in connection with a FHA-insured first mortgage, and a tax-exempt housing revenue note, the proceeds of which were loaned to the developer. The tax exempt housing revenue note was purchased by a major Chicago bank and collateralized by a letter of credit, a second mortgage from the City of Chicago through its HOME Loan Program and a third mortgage of Grants from the Federal Home Loan Bank and the City of Chicago contributed additional sources to fund site utilities and other costs. National Equity Fund purchased the available Low Income Housing Tax Credits and a major Chicago bank purchased the available Illinois Affordable Housing Tax Credits generated by the contribution by the Chicago Housing Authority of the ground lease to the limited partnership; the proceeds of the forgoing tax credit investments resulted in project equity. The rental project is operating successfully and has a long waiting list.
Drexel Apartments: Project consisted of 84 units of affordable housing in the Woodlawn Community of Chicago. Mr. Miceli became actively involved with the project upon its failure to satisfy the principal lender in connection with a mortgagee restructuring effort. He assisted the client by recommending litigation counsel to the project owner and engaging the lender in a series of workout sessions, culminating in deposit with the lender of a deed in lieu of foreclosure. Ultimately, the property was acquired by the lender and reconveyed to a new ownership entity in which Mr. Miceli's original client holds an ownership interest. The new ownership immediately began repairs and upgrades to the project and it continues to serve the Woodlawn Community by providing a supply of affordable housing. The client is expected to recover its costs and expenses related to the workout effort and redevelopment of the property.
Uptown Preservation Apartments: Project consisted of the sale and rehabilitation of multiple affordable apartment units dedicated to tenants with incomes at or below 60% of median income. Mr. Miceli represented a community-based not for profit corporation in connection with the sale and acquisition of the Project. The sale was structured to permit the not for profit partner to acquire the Project for less than its fair market value, which triggered Illinois Affordable Housing Tax Credits. The not for profit then sold the Project to a new limited parthership which includes an affiliate of the not for profit. Financing included the not for profit accepting a grant from the Federal Home Loan Bank and loaning the proceeds to the new partnership; accepting a grant from the City of Chicago, sourced in Tax Increment Financing funds and loaning the proceeds to the new limited partnership; providing the new partnership with an acquisition loan relating to the sale of the Project; and making a loan based upon the sale by the not for profit of the Illinois Affordable Housing Tax Credits generated by the sale of the Project to the new partnership. The new partnership itself borrowed funds generated by the sale of City of Chicago Variable Rate Demand, Multi-Family Housing Revenue Bonds; the Bonds are secured by a Letter of Credit issued by LaSalle Bank National Association, and the Letter of Credit is secured by a Reimbursement Agreement, which in turn is secured by a mortgage on the apartment units. Additional loans from the City of Chicago and Illinois Housing Development Authority completed the financing. The new limited partnership executed and entered into an Amended and Restated Agreement of Limited Partnership resulting in Federal Low Income Housing Tax Credit equity. The new partnership rehabbed the Project and entered into a covenant to continue the affordable character of the Project for thirty (30) years. Mr. Miceli's not for profit client has retained an interest in the Project and has positioned itself to receive substantial funds at the time the various Project loans are repaid, as well as a share of cash flow.
Uptown Health Center: Project consisted of representing one of Chicago’s premier federally qualified health centers in the assumption of operational control of the Uptown Health Center. Mr. Miceli’s representation of the federally qualified health center included negotiation of an Affiliation Agreement between and among the federally qualified health center, Children’s Memorial Hospital, and the Pediatric Facility Foundation, as well as a Physicians and Leased Clinical Staff Lease between and among the same parties. The transaction also entailed a Pediatric Primary Care and Adolescent Medicine Agreement and real estate sublease necessary for the federally qualified health center to assume physical, as well as operational control, over the Uptown Health Center. The project is a collaboration between a community based health center and a major teaching hospital.
Mr. Miceli also represents another federally qualified health center based in the Altgeld Garden Community and a consortium of four federally qualified health centers endeavoring to develop an electronic health record system and private data hosting services in connection with the electronic health record system.
U.S. District Court Northern District of Illinois, 1984
U.S. District Court Northern District of Illinois Trial Bar, 1989
Professional Associations and Memberships:
Illinois State Bar, 1984