What We Do
We deliver a full range of legal services in commercial real estate transactions. We provide legal advice from the beginning of the transaction, including options for structuring the deal or project, taking into account our clients’ business needs and goals. We are instrumental in leading the transaction and all parties to a successful conclusion. Whether preparing and negotiating the documents, performing due diligence investigations, resolving issues or exploring the clients’ legal and business options, we strive to help our clients succeed.
Below is a sample of the transactions we have handled for our clients.
I. Real Estate Purchase and Sale Transactions
I.
Real Estate Purchase and Sale Transactions
We have represented clients in the purchase and sale of properties located in almost all states, including the preparation and negotiation of the purchase and sale agreement and all closing documents, the conduct of due diligence investigations and the closing. Our experience includes the following transactions:
Represented client in purchase of 3 buildings in Northern California for an aggregate purchase price of $83 million. Each property is subject to triple net office and R&D leases with major technology companies.
Represented clients in acquisition of properties in various states leased to FedEx Ground.
Represented multiple clients in purchase and sale of property improved with national retail grocery stores, drug stores, bank branches, shopping centers and outparcels.
Represented clients in the purchase and sale of properties leased to big box retailers, including Walmart, Best Buy, Kohl’s and Tractor Supplies.
Represented clients in multiple sale-leaseback transactions for properties in various states. Negotiated the triple net leases in all transactions.
Represented client in acquisition of mixed use (retail and office) complex. Also represented client in sale of complex several years later.
Represented client in purchase of 700,000 square foot industrial building. Several years later, represented client in the sale of this building and purchase of three replacement properties (including retail and office space) in Section 1031 tax deferred exchange.
Represented buyer of 150,000 square foot office building leased to a prominent international textbook publisher.
Represented buyer of a golf course and surrounding housing community located in Southern California.
Represented buyers of hotels throughout the Western United States.
Represented buyer of an office tower leased to a Japanese car manufacturer.
Represented buyer of an oceanfront pier consisting of 14-building campus-style mixed use project.
Represented buyers in acquisitions of pools of properties leased to CVS Pharmacy Stores, which included paydown/readvance features attractive in Section 1031 exchanges.
Represented sellers in Section 1031 exchange of 115,200 square foot fulfillment center, 183,900 square foot bulk distribution building, and 283,630 square foot distribution building.
Represented clients in purchases and sales of various automobile dealerships throughout California.
Represented partnership in acquisition of 11,000-acre parcel in Hawaii. Also represented one of the two partners in the sale of its interest to the other partner several years later.
Represented sellers of various UPS industrial facilities totaling 1,000,000 square feet.
Represented buyer of a state-of-the-art 650,000 square foot Walmart distribution center. Also represented our client in its sale of this property several years later.
Represented REIT in the purchase of a race track, shopping center and medical office building.
Represented buyer in acquisition of properties in 14 states, including a 40-mile rail line.
II.
Lease Transactions
We have represented landlords, tenants and subtenants in the preparation and negotiation of leases, subleases and lease amendments involving all types of real estate, including office, industrial, retail and mixed uses. We have counseled landlords and property managers in issues arising from their day-to-day operations of the property. We have handled lease disputes, property management matters, common area maintenance issues, reciprocal easement agreements, CC&R violations, issues relating to construction of tenant improvements and tenant defaults. Lease transactions that we have handled include:
Represented landlord in lease extension and restructure for 150,000 square foot premises in Texas. Restructure involved reduction and reconfiguration of premises and tenant improvement work. Represented landlord in subsequent lease transactions for the remainder of the building.
Represented multiple landlords and tenants in addressing problems associated with delayed completion of tenant improvement work and cost overruns.
Represented landlord in negotiation of early termination by existing tenant of a 60,000 square foot refrigeration and distribution center, and negotiation of lease with new tenant. The client came out ahead financially as the result of the lease termination and the new lease.
Represented 100-employee call center as tenant in the negotiation of a lease.
Represented thriving software company in its lease of premises in multiple states.
Advised national fabric retail chain on leasing matters in multiple states.
Represented multiple doctors’ groups in medical office leases.
Represented various landlords in the negotiation of lease amendments with Walmart, Safeway, Best Buy and Kohl’s.
Represented hospital owner in the preparation and negotiation of leases of its medical office buildings, laboratories and clinics.
Represented nonprofit operator of health care clinics in negotiating leases with a public agency for health care clinics located in several public housing projects.
Represented tenant of medical clinic in lease dispute involving landlord’s failure to honor tenant’s renewal of lease.
Served as expert in Canadian lawsuit to enforce personal guaranty of Canadian citizen given for California lease.
Represented landlords and tenants in disputes concerning common area maintenance expenses.
Analyzed 200 leases for national retailer to determine the effects and permissibility of a corporate restructure, and obtained consents of the landlords as needed for corporate restructure.
III.
Financing Transactions
We have represented both lenders and borrowers in all types of secured financings, including acquisition loans, construction loans, bridge loans and refinancings. We have extensive experience in CMBS loans. Our strength lies in efficiently completing financing involving multiple parties and secured properties across the United States. Loan transactions that we have handled include:
Represented many clients in CMBS loans secured by multiple properties located across the United States.
Represented portfolio lender in numerous acquisition loans, predevelopment and construction financings involving large parcels of land, office buildings, mixed use projects, golf courses, subdivisions and other commercial projects.
Handled numerous defeasances and loan assumptions.
Represented Los Angeles based lender in multiple phases of development and financing of a low-income housing project in a campus-like setting on a former naval base. The project included housing and facilities for an array of social services, and won a national award. The tax credit project involved many issues of first impression.
Represented borrowers in the acquisition financing of many properties leased and operated by CVS Pharmacy, Inc. The transactions, known as “paydown/readvance” transactions, are complex financing vehicles utilized by buyers for completion of Section 1031 exchanges.
Represented several automobile dealers in numerous financings of automobile dealership properties.
Represented clients in obtaining acquisition financing of properties across the country that were leased to national chains and Fortune 500 companies.
Reviewed and tailored standard loan documents on behalf of major German bank to incorporate California law provisions with respect to secured California property. Counseled bank from time to time on issues arising with respect to loans made to California borrowers or secured by California real property.
Represented a state retirement pension fund in acquisition and construction financings of commercial projects, including a 68-acre R&D park, a 3-phase industrial park and office buildings.
Represented overseas investors in securing permanent and mezzanine financings secured by its commercial properties across the United States.
Represented a Midwest financial services membership organization in its numerous loans to borrowers secured by office buildings and other commercial projects.
Represented borrower and handled all real estate aspects in a series of project financings exceeding $1 billion secured by geothermal facilities.
Handled all real estate matters on behalf of state governmental authority in numerous bond financings made to nonprofit colleges and universities, and in a bond financing for construction of a museum.
IV.
Loan Workouts and Restructures
We have comprehensive experience in loan modifications and restructurings, deeds in lieu of foreclosure, disposition of distressed properties and loan defaults involving all types of commercial properties. Matters that we have handled include:
Represented lender in restructure of a $33 million loan secured by a mixed-use project in downtown San Francisco. Restructure included several restated promissory notes payable from available cash flow, waterfall provisions, extensive covenants for milestones, new credit enhancements, a new lease with a museum as tenant and disbursement of new loan proceeds for extensive tenant improvement work. We successfully navigated a multitude of parties to a closing under intense time pressure.
Represented construction lender in default of loans totaling $44 million for construction of 2 golf courses and more than 200 residential homes. Construction was halted and the lender was named in more than 30 mechanic’s lien actions. Restructure included consolidation of loans, disbursement of additional proceeds, replacement of managing member in borrower, retention of new golf course development company, review and approval of a new program for sale of golf memberships and homes and disposition of all mechanic’s lien actions.
Worked on restructure and consolidation of various loans totaling $160 million to affiliated borrowers. The loans were secured by 5 multi-family projects in the Western United States. We drafted and negotiated amended and restated loan documents that included waterfall provisions, new guaranties and other credit enhancements, title review and legal opinions.
Handled numerous loan modifications, restructures, foreclosures, deeds in lieu of foreclosure, note sales, reinstatements, forbearance and REO sales of commercial real estate on behalf of several major banks and other financial institutions during the 1990s.
Represented bank in judicial foreclosure of a hotel. The matter involved complex real property issues, including a ground lease with a municipality and hotel parking on separate parcels unsecured by the loan. We were successful in obtaining parking rights concurrently with the foreclosure sale.
Handled restructure of a first priority loan secured by a shopping mall. We also handled the subsequent sale of the loan to a junior lienholder.
Handled all real estate aspects in the negotiation of a plan of reorganization of a major California homebuilder. We represented the unsecured creditors’ committee in securing deeds in lieu of foreclosure in 7 separate housing developments involving hundreds of lots.
V.
Affordable Housing Transactions
We have handled all real estate aspects of affordable housing projects. We worked in conjunction with attorneys who specialize in tax credits associated with these transactions. Our affordable housing experience includes:
Represented nonprofit owner in acquisition and construction of affordable housing project in San Diego County. We worked with city and state governmental agencies in connection with bond financing and tax credit matters. We also negotiated the construction contract and other contracts with social service agencies.
Lead counsel in a 3-phase affordable housing project that received a national tax credit award for its innovative campus environment and array of services for the homeless. Our work included the preparation and negotiation of partnership and loan documents, easements with adjoining owners, and agreements with governmental agencies as well as agreements with a variety of nonprofit organizations providing social services and training for the homeless.
Represented owner in acquisition and construction of affordable housing projects in East Los Angeles and in Orange County. We worked with city and state governmental agencies as well as major affordable housing lenders in connection with financing and tax credit matters.