Diane K. Auerbach

Of Counsel

Diane Auerbach has extensive experience representing institutional lenders, private equity firms, life insurance companies, local and national developers and investors in a wide array of complex commercial transactions, involving commercial real estate finance, project finance, joint ventures, acquisitions/dispositions and loan workouts.

A large part of Diane's practice is focused on representing lenders and borrowers/owners in various types of financing transactions, including multi-state, multi-property syndicated loans, construction and permanent loans and other capital markets financings, including mezzanine, subordinate and equity financings. Diane has also represented clients in loan workouts, restructures and mortgage foreclosures. In addition, she regularly advises developers on acquisitions, dispositions, joint ventures and general corporate and contractual matters. These transactions involve a variety of asset types, including transit-oriented development, mixed-use development, office buildings, shopping centers, hotels, condominiums and multifamily properties.

From 2013-16, Diane was a Financial Policy Advisor at the US Department of Transportation's TIFIA (Transportation Infrastructure Finance and Innovation Act) program, helping the Agency with the underwriting, origination and negotiation of over US$5 billion in TIFIA loans to public and private sponsors for critical infrastructure projects across the country. These projects include: the expansion of Sound Transit’s light-rail system in Seattle, WA; the construction of a new toll road in downtown Austin, TX; the construction and redevelopment of transit stations in Chicago, IL; the financing and construction of new bridges in Long Beach, CA and Louisville, KY; and the construction of Ohio's first public-private partnerships (P3) road project in Portsmouth, OH. With her background, Diane helps clients navigate through specialized financing issues associated with the delivery of large mixed-use, transit-oriented development and other infrastructure projects utilizing federal credit assistance, private equity, and public and private debt, including P3s and other innovative project delivery methods.

Bar admissionsDistrict of ColumbiaNew JerseyNew York


  • Finance − Lenders: Institutional lenders and life insurance companies on construction, permanent and mezzanine loans across the country. Diane's practice includes structured finance; project finance with a particular focus on transit-oriented development projects; defeasance transactions; and bond financing
  • Finance − Borrowers: Major owners of office buildings, residential mixed-use properties and shopping centers
  • Development – Diane has structured and closed complex infrastructure finance projects totaling more than US$5 billion. She has experience with many types of development projects especially transit-oriented development projects and other similar projects involving the construction and financing of major transportation systems including transit rail, highways, ports and bridges
  • Purchase and Sale − Diane represents purchasers and sellers of large assets (office, multi-family, retail, hotels and other property types).  Clients include private equity funds, hedge funds and REITs
  • Distressed Debt/Workouts – Diane has represented banks and borrowers on distressed loans and investors who have purchased distressed debt, including mortgage and mezzanine debt
  • Represented buyer of an office building complex totaling 280,000 square feet structured as a sale-leaseback transaction, which included the negotiation of an office lease with seller, acquisition financing with lender, subdivision of parcels for future development, and the negotiation with the Federal Bureau of Investigations for the extension of its lease and construction build-out of its premises and adjoining parking facility
  • Represented REIT in the sale of the planned headquarters of a federal agency, together with the drafting and negotiation of a development management agreement whereby the REIT seller would remain involved with the project as the development manager
  • Represented private equity investor in an off-market, privately-negotiated US$46 million acquisition of defaulted senior and subordinate loans from KeyBank secured by a massive retail/transit complex subject to a 99-year ground lease with The Washington Metropolitan Area Transit Authority, which involved the negotiation of project finance documents including the drafting and negotiation of a Note Sale Contract, a Loan Assumption Agreement and a Covenants & Easements Agreement with respect to rail transit parking facilities to provide the perpetual parking for transit commuters
  • Represented REIT in the sale of two retail portfolios totaling over 1.65MM square feet
  • Represented institutional lender in the origination of a $138MM loan to acquire a 28-building office and industrial portfolio totaling nearly 1.3MM square feet
  • Advised insurance company as the administrative agent in the origination of a US$70 million loan for the construction and expansion of medical buildings and parking facilities located on the Johns Hopkins Medical Campus
  • Advised foreign bank as lender, administrative agent and arranger, in the US$39 million financing for the construction and refurbishment of two cargo facilities at Chicago O'Hare International Airport
  • Negotiated pledge and security agreements for cash secured letters of credit totaling US$2 million with The Port Authority of New York and New Jersey secured by ground lease payments to The Port Authority for airline cargo facilities located at John F. Kennedy International Airport and Newark Liberty International Airport
  • Represented foreign buyer in the US$94 million acquisition of a Class-A office building totaling 147,000 square feet including the transfer of letters of credit and other security instruments
  • Represented institutional lender in the origination of construction and term loans for the development, construction and leasing of office, hotel, casinos, retail and residential complexes, including, transactions involving foreign buyers/borrowers, regulatory agencies, municipalities, subordinate lenders, mezzanine debt and the US General Services Administration
  • Evaluated loan portfolios on behalf of domestic bank to develop, recommend and establish acceptable exit strategies and resolutions for defaulted loans with the intention of protecting credit security, maximizing recovery and devising comprehensive oversight policies
  • Supervised and managed a team of professionals in the drafting of loan documents, security instruments and the review of due diligence in connection with a US$126 million bridge and permanent loan secured by 27 properties located in 8 states
  • J.D., Brooklyn Law School
    Executive Symposium Editor, Brooklyn Law School Journal of Law and Policy
    Richardson Scholar
    cum laude
  • B.A., Barnard College
    Lucille Pulitzer Scholar

Pro Bono

Diane has represented the Capital Area Food Bank, Martha's Table, Election Protection and other entities in connection with pro bono matters.