Annette Michelle (Shelli) Willis

Shelli advises leading financial institutions, nonbank lenders, publicly traded companies, and real estate developers and investors on a range of transactional matters and strategic initiatives. Drawing from significant experience in the real estate and banking sectors, she provides clear-cut guidance throughout the lifecycle of her clients’ commercial real estate investments, complex lending, and other key transactions.

Shelli works closely with corporate leaders to build and expand their ESG programs and is particularly experienced with ESG in the context of the built environment and the real estate sector.

Shelli is a fellow of The Pepper Center for Public Service. The Pepper Center draws on the talents of the firm’s retired partners and senior attorneys to wrestle with tough problems facing our communities. Through the center, these attorneys study, analyze, and work to resolve problems that affect the lives of people in our communities.

Before rejoining the firm, Shelli served for more than six years as a deputy general counsel and assistant corporate secretary to a publicly traded bank.

Finance and Distressed Debt

• Serves as regular outside counsel to a national bank in the consummation of construction loans secured by properties located throughout the U.S., including industrial, office, retail, hotel, multifamily, and congregate care living facility properties.
• Counsel to a national bank, as agent for itself and other lenders, in regard to syndicated construction financing in the aggregate amount of approximately $147 million secured by a multiuse facility located within air rights over a former brownfield site in Metro Atlanta.
• Counsel to a life insurance company in construction loans, participating construction loans and construction/mini-perm loans secured by industrial and multifamily projects located in numerous markets where Troutman Pepper Locke maintains offices and other markets.
• Lead counsel to a national developer as borrower’s counsel in connection with numerous acquisition, development, and construction financing transactions for industrial, multifamily and mixed-use projects nationally.
• Counsel to a mezzanine lender in construction loans secured by properties located throughout the Southeast.
• Counsel to a national bank, as agent for itself and other lenders, in regard to syndicated construction financing of high-rise multifamily rental properties with the option for submission to condominium.
• Counsel to a national bank, as agent for itself and other lenders, in regard to syndicated revolving and term loan facilities for a REIT secured by office properties in numerous jurisdictions.
• Regional counsel for the southern region of a national bank for its real estate managed assets/workout and distressed debt matters, including loan restructures, forbearance agreements, workouts, bankruptcies, debtor-in-possession (DIP) financing, loan sales, short sales, remedy enforcement litigation, foreclosures, and the management of the sale of foreclosed OREO property.
• Represented an Australian data center REIT in acquisition financing as part of its acquisition of data centers for $248 million.
• Represented an Australian data center REIT with their financing to acquire a world-class turnkey data center in Chicago for $514 million.
• Represented U.S. guarantor parties in connection with $78 million syndicated term loan facilities, as part of broader financing, from a U.S. borrower and other entities registered with the Grand Duchy of Luxembourg in the Register of Commerce and Companies and certain other guarantors, from a lender registered with the Registrar of Corporate Affairs in the British Virgin Islands and others. Representation included the negotiation of documents for U.S. financings, issuing opinion letters, addressing cross-border issues in the financing, as well as title and entitlements issues related to ensuring sufficient rights and utility availability to service the data center.

Real Estate and Transactions

• Counsel to the purchaser in the joint venturing, acquisition, financing, and management operations of numerous high-rise, mid-rise, and suburban office facilities, including the preparation of form leases and the ongoing leasing representation of landlord.
• Counsel to the purchaser in the joint venturing, acquisition, financing, and development of a mid-rise office building in midtown Atlanta.
• Counsel to a large financial institution in connection with multiple sale-leaseback transactions in California, Florida, Georgia, and Washington, including drafting and negotiation of purchase agreements, lease documents, interim lease documents, condominium documents, lease termination documents, and internal restructuring potentially impacting sale-leaseback portfolios.
• Counsel to a lender in the leasing, management, and sale (through individual and auction sales) of foreclosed real property, the preparation of form sales contracts, and the documentation for auction sales of foreclosed residential and commercial real property.
• Supported acquisition of a multifamily agency lender as well as transactions for buying, building, partnering, or acquiring third-party capabilities in fintech.

ESG and Corporate Governance

• Counsel to public and private companies with regard to corporate social responsibility (CSR) objectives including ESG matters, including counseling clients in the development of Board and Management level ESG and ESG-related policies, including Human Rights policies, Political Action statements, Codes of Ethics for various business constituents and third party suppliers to corporate clients, and evaluation of Board and Executive visibility to ESG-related company policies and procedures, including evaluation of sensitive subjects.
• Counsel to companies seeking financing in responding to required reporting and ESG-related questionnaires from lenders and investors, and well as responding to ESG-related representations, covenants and triggers in financing and investment documents.
• Counsel to companies evaluating and responding to the increasing number of building codes requiring emissions reporting and participation in ESG building certifications, and using buildings and corporate spaces to invest in environmental and social initiatives and increase energy efficiencies.
• Counsel to large financial institution evaluating governance documents to provide for executive management and board supervision of CSR and ESG initiatives, and oversee preparation of CSR framework, materiality assessment, and preparation of inaugural CSR report.
• Lead attorney for SunTrust for the $66 billion SunTrust/BB&T merger that formed the sixth largest bank in the U.S. Led due diligence, including all aspects of regulatory applications, coordination of regulatory fact gathering and merger documentation, and preparation of materials for shareholder meetings and approvals for both organizations.
• Facilitated the post-merger integration of two public company boards to form newly merged board of directors. Evaluated industry best practices, developed board structure, created board and committee documents and charters, and prepared the matrix of activities to be conducted at board and committee meetings throughout the year.
• Developed insider trading policy and framework for financial institution, including its policy, controls, and educational materials. Restructured insider trading framework, together with policies and related controls for cyber and data incident notifications, in conformity with SEC guidance.
• Created and centralized quality controls for bank’s board reporting and approvals and developed a framework for a unified approach to company and multistate expansions.

• Women of Influence, Atlanta Business Chronicle, 2022
• Best Lawyers in America®: Real Estate Law (2013-2014, 2022-2026), Banking and Finance Law (2023-2026)
• Fellow, American College of Real Estate Lawyers, elected 2013
• In House Impact Award, Fulton County Daily Report, 2020
• Recognized as one of America’s Leading Lawyers for Real Estate Law by Chambers USA, 2007-2013
• Selected as a Super Lawyer in Real Estate by Law & Politics and Atlanta Magazine for Real Estate Excellence, 2007-2013
• Georgia Diversity Council, Most Powerful and Influential Women, 2011
• Selected for inclusion in Law & Politics’ Super Lawyers, Corporate Counsel Edition, May/June 2010
• Rated AV Preeminent®, Martindale-Hubbell’s highest rating for legal ability and ethical standards