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12544 High Bluff Drive, Suite 300
San Diego, California 92130
Direct Phone: 760.496.0782
Direct Fax: 619.398.0198
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Michael E. Lyon


Michael E. Lyon is the leader of the firm’s Real Estate and Environmental Team. He has been practicing real estate and finance law in San Diego since 1982 and is located in Procopio’s Del Mar Heights office. Mr. Lyon has handled a wide range of real estate transactional matters involving commercial, residential, and mixed-use projects, with an emphasis on mezzanine lending, acquisitions and sales, financing, development projects, joint venture formation and other equity investments, joint development agreements, and reciprocal easement and operating agreements for shopping centers and business parks. He has also handled all types of leasing transactions on behalf of landlords, tenants, and management companies, including negotiating and drafting retail, industrial, and office leases, lease restructuring and workouts. Mr. Lyon has counseled institutional and private lenders, developers, investors, government agencies, national and regional retailers, and contractors on contract, title insurance, financing and dispute resolution issues, and previously served as general counsel to a nationally ranked residential developer.

Mr. Lyon is also a veteran of the real estate workout business, advising clients on debt restructuring and enforcement. He assists clients with due diligence, management and disposition of distressed real estate assets, with a particular expertise in workouts of non-performing mezzanine loans and other forms of subordinate debt, including enforcement of security interests in equity interests under the UCC and strategies for navigating the complexities of intercreditor agreements.

Prior to joining Procopio, Mr. Lyon practiced at the law firms of Hilding Kipins Lyon & Kelly, Solomon Ward Seidenwurm & Smith, Scalone Stipanov Yaffa & Mebane, and Hillyer & Irwin.

Representative Matters
  • Assisting a major financial institution in documenting and closing equity investments and mezzanine loans to residential developers in excess of $200 million to date, for development of over 6900 homes with total development values in excess of $1 billion.
  • Representing a Redevelopment Agency in connection with development of approximately 300,000 SF retail center involving preparation and negotiation of retail anchor leases including ground leases for "big box" anchor tenant and fast food/restaurant tenants, build-to-suit leases for major retail tenants, and over 30,000 SF of in-line tenant space, as well as all project operating documents.
  • California real estate counsel for a national child care provider with responsibility for negotiating purchase and lease documents (ground, build-to-suit, and space leases), due diligence, title and survey review, drafting escrow instructions and coordinating closings for over 25 properties located through out California.
  • Responsible for successfully restructuring in excess of 35 leases for a regional restaurant operator including lease amendments for operational, rent, and other relief, termination agreements, assignments and subletting, and other exit strategies.
  • Representing private developer in joint development project with local utility company in which client is developing and will operate a business park with in excess of 2 million SF of office, R&D, and industrial uses (including multi-tenant, corporate, distribution facilities, and ancillary commercial services). Anchor tenants are slated to include a 550 megawatt power plant and an extensive state of the art medical campus. Key legal milestones included structuring and negotiating joint development and related development management agreements, navigating all land purchases in assembling of over 186 acres of unimproved land, assisting with all acquisition, development, and construction financing, formation of development partnerships, sale and lease of improved and unimproved parcels following completion of infrastructure and other project improvements, preparing easement agreements and other project level operating documents, managing all title matters, and handling a variety of prime construction contracts valued in excess of $25 million both in connection with the business park infrastructure as well as vertical building construction.
  • JD, University of California, Davis
  • BA (Economics), University of California, Davis, with honors
  • Martindale-Hubbell® AV Preeminent Rating
  • Southern California Super Lawyers® – 2007-2014 (Real Estate)
  • Southern California's Top Rated Lawyers - 2012-2014
  • The Daily Transcript Top Attorneys – 2009 (Real Estate & Construction Transactional)
Community Involvement
  • Temple Solel – Pro Bono Legal Counsel
  • San Diego County Bar Association – Mentoring Program Mentor
  • San Diego County Football Officials Association – CIF high school and youth football in San Diego County

Recent News Coverage

Recent Publications
Recent Seminars
  • "Legal Aspects of Real Estate Finance," University of San Diego (Burnham-Moores Center for Real Estate), San Diego, CA, 2006-2013.
  • "Mezzanine Lender Perspective, The Real Estate Mezzanine Lender & Senior Lender Workout Guide: The Good, The Bad & (Preventing) The Ugly," 6th Annual Western Borrowers' & Investors' Forum on Real Estate Mezzanine Loans & Distressed Real Estate Debt, Los Angeles, CA, April 27, 2009.
  • "Distressed Loans and Bankruptcy: Working Out Defaults," 5th Annual Western Borrowers' & Investors' Forum on Real Estate Mezzanine Loans, Los Angeles, CA, April 14, 2008.
  • "Purchasing Distressed Condos: Business, Operational and Legal Strategies to Transform Them Into High Performing Investments," Symposium on Distressed Residential Real Estate, Miami, FL, March 18, 2008.
  • "Distressed Loans, Workouts and Bankruptcy: Dealing with Defaults," 4th Annual Western Borrowers' & Investors' Forum on Real Estate Mezzanine Loans, Marina Del Rey, CA, April 23-24, 2007.
  • "Joint Ventures with Equity Investors," Second National Forum on Alternative Financing in Commercial Real Estate, Las Vegas, NV, March 26-27, 2007.
  • "Mezzanine Loan Negotiation: Intercreditor Agreements and Related Issues," 3rd Annual Western Borrowers' & Investors' Forum on Real Estate Mezzanine Loans, Marina Del Rey, CA, May 16-17, 2006.