Ryan J. Barncastle
Ryan J. Barncastle, a partner in the firm, concentrates his practice on the representation of sophisticated businesses, real estate companies, entrepreneurs and investors with respect to complex transactional matters. Ryan has significant experience in a broad range of corporate matters, including strategic entity formation, debt financing, securities offerings, mergers and acquisitions, equity compensation, corporate governance, joint venture arrangements and extraordinary corporate deals. His real estate practice includes representing institutions, investment companies and affiliated entities, lenders, developers, brokers, operators and property management firms in connection with financing, syndication, acquisition, disposition and leasing matters.
As a transactional attorney with a broad cross-section of experience in finance, real estate and corporate matters, many high net worth clients rely on Ryan to act as their legal concierge in connection with investment structure and strategy, wealth preservation, risk management, business planning and related issues. As part and parcel to Ryan’s role as legal advisor to his private clients, he also acts as “family office CEO” to high net worth families and their related companies, where he advises multiple generations of business owners, financiers and operators with respect to a wide range of business and personal affairs. Ryan also serves as outside general counsel to many privately held companies, where he provides operational support and advises executive officers and board members in matters relating to strategic planning, corporate finance, risk assessment and employment practices.
Ryan’s diverse client base reflects his ability to assist entrepreneurs and visionaries across a multitude of industries. Ryan’s corporate and real estate practice allows him to provide his clients with a balanced and unique perspective on all aspects of business planning. Moreover, the depth and breadth of Ryan’s industry contacts provides his clients with unfettered access to a broad spectrum of resources.
Prior to joining Raines Feldman LLP, Ryan was a partner with a boutique corporate law firm where his practice also focused on capital markets. Ryan has counseled banks and bank holding companies, as well as investment banking firms, in connection with a wide variety of matters, including public and private securities offerings, mergers and acquisitions, government investment transactions, bank branch sales, regulatory compliance and corporate governance.
J.D., University of San Diego School of Law
M.A., University of California, Santa Barbara
B.A., University of California, Santa Barbara
Business Economics, Emphasis in Accounting
Corporate and Securities Transactions
- Represented corporate borrower in connection with a $100MM financing transaction to fund its acquisition strategy.
- Represented investment bank as counsel to underwriter/ placement agent in connection with numerous stock offerings, resulting in equity financings in excess of $50MM.
- Represented hotel company in connection with $12.250MM recapitalization and refinance transaction.
- Represented Breakwater Studios in connection with closing of a Series A Investment made by Gigi Pritzker and Clint Kisker’s MWM (formerly Madison Wells Media).
- Represented entertainment company in connection with its execution of an M&A strategy involving separate acquisitions of multiple competing businesses and related real estate with an aggregate transaction value in excess of $25MM.
- Represented private equity firm in connection with its acquisition of acquisition of assets through an Assignment for the Benefit of Creditors transaction, as well as with the establishment of a holding company and portfolio subsidiary entities through which the private equity firm operates the underlying business assets.
- Represented wine company in connection with all aspects of securities offerings, corporate governance, investor relations and operational matters.
- Represented numerous investors in connection with all levels of investment in hospitality businesses, including hotels, restaurants and night clubs.
- Represented strategic investor in connection with hotel development, including debt and equity financing, development, joint venture relationships and real estate matters.
- Represented an entertainment/digital media company in connection with all aspects of operations, including entity formation and conversion, all aspects of the production of content, executive compensation matters and securities offerings. Recent transactions include the consummation of a $1.67MM Series Seed Preferred Stock financing transaction.
- Represented a media company in connection with debt financing, capital raise matters, corporate governance and the ultimate sale of the business to a private equity-backed acquirer.
- Represented an entertainment company in connection with the strategic acquisition of a film equipment company vis a vis an Assignment for the benefit of Creditors transaction.
- Represented a real estate developer in connection with a $4.4MM private placement offering of equity securities.
- Represented a technology company in multiple private placement stock offerings involving the aggregate sale of $1.8MM of Common Stock.
- Represented a software company in multiple private placement stock offerings involving the aggregate sale of $1.3MM of Common Stock.
- Represented an emerging growth company with all aspects of capital and strategic planning, including multiple stock offerings, the implementation of an equity compensation plan, real estate leasing matters and international expansion into Australia.
- Assisted as counsel to a California state bank in connection with a private placement offering of $6.1MM of Convertible Preferred Stock.
- Assisted as counsel to a bank holding company in connection with a private placement offering of $60MM of Convertible Preferred Stock.
- Assisted as counsel to investment bank in connection with a follow on public offering of $48.3MM in Common Stock.
- Assisted as placement agent counsel to investment bank in connection with a private placement of $12.5MM in Common Stock.
- Assisted as counsel to numerous banks and bank holding companies in connection with the issuance of $76MM of Preferred Stock and Warrants to the United States Treasury.
Real Estate Transactions
- Represented family office in connection with securing $20MM in debt financing in connection with a downtown Los Angeles construction and development project.
- Represented numerous real estate funds in connection with fund formation and related financing matters.
- Represented real estate investment company in connection with financing and acquisition of $16.3MM apartment complex in Colorado.
- Represented real estate investment company in connection with multiple syndication transactions in connection with the acquisition of more than $15MM of California real estate assets.
- Represented real estate investment company in connection with financing and acquisition of $25MM apartment complex in Texas.
- Represented real estate investment company in connection with the syndication and acquisition of $15MM apartment complex in California.
- Represented family office in connection with numerous real estate syndication, refinancing and acquisition transactions.
- Represented a real estate investment company in connection with the acquisition of a $34.8MM apartment complex in Texas.
- Represented a real estate investment company in connection with the acquisition of a $19.1MM apartment complex in Texas.
- Represented a real estate investment company in connection with the sale of a $18.5MM apartment complex in Texas.
- Represented a real estate investment company in connection with the refinancing of a $6MM loan secured by commercial real estate in Nevada.
- Represented a real estate investment company in connection with the sale of a $2MM single-tenant commercial real estate asset in Texas.
- Represented multiple real estate investment companies in connection with numerous real estate syndication transactions in California.
- Represented real estate developer in connection with a syndication transaction relating to redevelopment of existing apartment complex in California.
- Represented a real estate investment company in connection with the acquisition and financing of, as well as ongoing operations concerning, nearly 1,000 apartment units across several commercial properties.
- Represented a financial institution with respect to the sale of commercial real estate valued at $1MM in connection with the sale of a bank branch and related real property.
Ryan’s publishing credits include: “The Fraud Exception to the Parol Evidence Rule After Riverisland,” Los Angeles Lawyer Magazine (Nov. 2013); “Taking the ‘Private’ Out of Private Placement,” Western Independent Bankers Magazine Directors Digest (Nov. 2013); “When Getting it in Writing Isn’t Enough,” Western Independent Bankers Magazine Directors Digest (Aug. 2013); “It is the Process, Not Necessarily the Price,” Western Independent Bankers Magazine Directors Digest (Nov. 2012); “The Registration Superhighway: The Ultimate ‘Holiday Road’ After the JOBS Act?” Western Independent Bankers Magazine Directors Digest (Aug. 2012); “Whistle While You Work...All the Way to the Bank,” Western Independent Bankers Magazine Directors Digest (May 2012); and “M&A Trends: Getting to a Deal,” Western Independent Bankers Magazine (Nov. / Dec. 2011).
Ryan is the recipient of several awards for his professional and philanthropic endeavors. Most recently, Ryan was named to Variety Magazine’s 2014 Dealmakers Impact Report. Ryan was also selected for inclusion in “Southern California Super Lawyers: Rising Stars” lists in 2014, 2015, 2016 and 2017. Additionally, Ryan was featured in the Pacific Coast Business Times’ “Who’s Who in Professional Services” and “40 Under 40” lists in 2013.