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Dickstein Shapiro’s Corporate & Finance Practice provides a balanced approach to real estate law. The firm guides clients through the acquisition, development, construction, and financing of conventional real estate projects, such as office buildings, shopping centers, industrial properties, apartment buildings, and hotels, as well as more complex and unique single-purpose projects. The firm’s real estate attorneys assist with restructurings, workouts and foreclosures, and commercial leasing. Firm clients include developers, owners, real estate opportunity and debt funds, REIT’s, construction companies, brokerage firms, real estate managers, and other service providers.

Acquisitions and Dispositions

Dickstein Shapiro represents clients in the acquisition and disposition of individual real property assets and multistate property portfolios of all types, whether leasehold interests or fee-owned properties. Firm attorneys assist in negotiating acquisition and development mortgage financing, structuring the property-owning venture, and negotiating agreements for the development of land. The firm also represents opportunistic buyers of real estate debt. Matters handled by firm attorneys include:

• Representation of a privately held New Jersey-based real estate company in the purchase of a nearly $1.1 billion portfolio of 289 properties, comprising more than 27,000 units in 10 states, and a subsequent refinancing of that portfolio;
• Representation of a privately held New Jersey-based real estate company in the sale to a publicly traded REIT of a $113 million portfolio of multifamily properties located throughout the Southeast;
• Representation of a Fortune 500 corporation in the sale of a 233-room hotel, golf course, and conference center in Peach Tree, Georgia;
• Representation of a privately held real estate development company in the development of a groundbreaking luxury residential condominium tower on Central Park North in Manhattan, including negotiating the site acquisition, joint venture, and $60 million construction financing;
• Representation of a New York developer in the negotiation of various partnerships and syndications for a variety of office buildings and residential condominium projects, as well as the purchase of a development site in lower Manhattan;
• Representation of a New York-based real estate opportunity fund in the purchase of a three-acre, mixed-use development property located in Carbondale, Colorado; the closing of a bridge loan; and the negotiation of joint venture and development agreements;
• Representation of a real estate investment fund in the acquisition of three office buildings and a luxury hotel in the District of Columbia for an aggregate purchase price in excess of $200 million;
• Representation of a publicly traded real estate investment trust in the acquisition and leaseback of commercial/industrial properties for an aggregate purchase price in excess of $200 million;
• Representation of a real estate investment fund in the acquisition of a residential apartment complex in Montgomery County, Maryland, for a purchase price in excess of $100 million;
• Representation of a quasi-governmental transportation agency as the “anchor transportation tenant” in the development and redevelopment of Moynihan Station in New York, New York, as an integral part of a mixed-use development;
• Representation of a municipality in a $200-plus million public/private mixed-use development;
• Representation of a quasi-governmental authority in a $20-plus million public/private mixed-use development;
• Representation of private investors in the disposition of two residential apartment projects in Maryland and a retail shopping center in Virginia for an aggregate purchase price in excess of $50 million;
• Representation of a major developer in the acquisition, financing, development, leasing, and disposition of commercial office projects having a value in excess of $100 million;
• Representation of Potomac Electric Power Company in connection with a $3 billion divestiture, which included the sale of real estate assets and related improvements (located in the Washington, DC, metropolitan area) utilized for its electric generating functions;
• Representation of the International Painters and Allied Trades Industry Premier Fund in the acquisition and development of an $80 million hotel project;
• Representation of Central Hudson Gas & Electric Company in connection with the sale of real estate assets and related improvements (located in upstate New York) utilized for its electric generating functions; and
• Representation of the State of Hawaii Employee Retirement System in the disposition of its joint venture interests in a $70 million apartment project.

Real Estate Financing

The real estate attorneys of Dickstein Shapiro represent clients in real property financing transactions, including bridge, mezzanine, construction, and permanent loans, as well as preferred equity financings. The firm serves as counsel to leading institutional lenders and real estate opportunity funds in mezzanine lending and preferred equity finance and represents buyers of B-notes, whole loans, and participations. Firm attorneys are particularly skilled in drafting and negotiating participation and intercreditor agreements on behalf of all types of lenders, irrespective of their position in the debt stack. The firm also represents borrowers in complex and sophisticated CMBS financing and coordinates organizational corporate structuring for bankruptcy-remote purposes and rating agency approval. Representative real estate financing matters include:

• Representation of a real estate debt fund in making a $13.6 million mezzanine loan for financing the construction of an urban shopping center in Miami, Florida;
• Representation of a real estate debt fund in the purchase of a $10.5 million B-note secured by a mortgage on a nationally franchised hotel in Miami, Florida;
• Representation of a real estate debt fund in the purchase of an $18.35 million mezzanine loan from a Wall Street investment bank in connection with a Brooklyn condominium conversion;
• Representation of a real estate debt fund in making a $19 million bridge loan in connection with the development of a Manhattan residential/retail condominium;
• Representation of a New York-based real estate debt fund in the purchase of a B-note at a discount to a $26.5 million face amount, secured by deeds of trust covering two hotel properties, with an option to convert a portion thereof to mezzanine debt;
• Representation of a Connecticut hedge fund in making an equity investment in a partnership which purchased and financed a nationally franchised hotel in Greensboro, North Carolina, and involved, due to the nature of the certain pension fund investors, ERISA and UBTI issues; and
• Representation of a privately held New Jersey-based real estate company in the $128 million refinancing of four multifamily properties located in Tennessee and Arizona.

Restructuring, Workouts, and Foreclosures

In today’s complex and challenging environment, Dickstein Shapiro assists market participants in handling all aspects of troubled real property assets. Firm attorneys have extensive experience in representing lenders, borrowers, and purchasers in complex debt restructurings and workouts of senior and mezzanine loans and equity investments, as well as the acquisition and disposition of distressed loans and real estate assets of all types. The firm’s specific experience with intercreditor and participation agreements helps clients to deal with complex interlender issues arising in distressed real estate projects. This experience includes:

• Representation of a mezzanine lender in connection with a non-performing mezzanine loan secured by a Manhattan residential condominium under construction, including: issues concerning construction delays and overruns, including potential loan advances on a priority basis for the completion of construction; various marketing strategies, including the possibility of an auction of unsold units; and analysis of enforcement strategies, including UCC public auction, enforcement against additional collateral, and enforcement of personal guaranties, as same are affected by bankruptcy and income and transfer tax considerations, all in the context of the intercreditor agreement entered into with the senior construction lender;
• Representation of a real estate developer with several billion dollars of securitized mortgage loan pools in analyzing its rights and liabilities under the pooling and servicing documents, including both the relationship between borrower, lender, master servicer, special servicer, and operating advisor, and the role of the controlling holder class of certificates, as they relate to the administration and potential modification of the mortgage loan, with an emphasis on looming maturity payment defaults. Strategies include, in certain cases, consensual modifications and extensions of underlying loans and, in other cases, the creation of a vehicle to purchase the control interests in the pool; litigation to derail the existing pool governance; and, as a last resort, a bankruptcy structured to take advantage of certain deficiencies in the underlying guarantees;
• Representation of the holder of a B-note in the workout of a $180 million construction loan for a luxury resort property, including negotiation of a forbearance agreement with the borrower and guarantor, which provided for the release of the guarantor after making certain payments, acceleration of the loan, and a proposed restructuring of the existing mezzanine loan, with attention to the characterization of advances for project cost overruns by the lenders;
• Representation of funds and REIT’s that are facing margin calls and looming maturity defaults under lines of credit;
• Representation of a fund in connection with the foreclosure of a mezzanine loan by UCC public auction of membership interests in a California limited liability company owning a mixed-use condominium project in southern California, and the ensuing issues arising with the senior lender holding a defaulted deed of trust loan covering the project;
• Representation of a business development company in its capacity as a subordinated secured lender in consensual asset acquisition and assumption of senior secured debt also involving a wind-down of a tax credit investment structure, following a non-judicial exercise of rights under a pledge agreement to obtain control of the membership interests of the limited liability company borrower, and a negotiated master settlement with former stake holders, including the preparation and negotiation of asset transfer and debt assumption agreements, settlement agreements and related documents;
• Representation of a business development company in its capacity as a mezzanine lender connection with the acquisition of a senior loan and obtaining control of cash management arrangements, to thwart an attempt by the subordinate lender/equity holder to gain effective control of the borrowing entity through purchase of the senior debt, and indirectly pursuant to which the client obtained control of the non-judicial exercise of rights under a pledge agreement securing a mezzanine loan;
• Representation of acquirer in purchase of defaulted senior secured debt and UCC foreclosure of assets of borrower, including preparation and negotiation of equity and debt purchase agreements, asset transfer/foreclosure conveyances and analysis of fiduciary duties of directors and management of insolvent corporations;
• Representation of subordinated lender in restructuring of borrower’s balance sheet resulting in client acquiring majority equity ownership, including preparation and negotiation of securities exchange agreements, Series A Preferred Stock certificate of designations, shareholder agreement, amended and restated senior secured credit agreement and related documents;
• Representation of subordinated secured lender in consensual asset acquisition and assumption of senior secured debt, including preparation and negotiation of asset transfer and debt assumption agreements and related documents;
• Representation of subordinated lender in purchase and subordination of a majority of senior secured debt and subsequent Chapter 11 proceeding of borrower, including preparation and negotiation of debt purchase agreement and intercreditor arrangements; and
• Representation of senior secured lender in Chapter 11 proceeding and subsequent stalking horse bid and acquisition of assets and assumption and restructuring of senior secured debt, including preparation and negotiation of stalking horse asset purchase agreement and related Chapter 11 orders, amended and restated senior secured credit facility.

Commercial Leasing 

Dickstein Shapiro attorneys represent both landlords and tenants in commercial lease transactions and lease administration for retail, office, and industrial facilities. Matters in this area include:

• Representation of a hedge fund client in the lease of 40,000 square feet in a building under construction in Greenwich, Connecticut, together with construction work letters and brokerage agreements;
• Representation of a privately held real estate company in a lease to a national drug store tenant in a New York suburb;
• Representation of a privately held real estate company in the sale by an industrial warehouse tenant of its option to purchase its net-leased premises to an industrial property investment fund, subject to the long-term leaseback of the warehouse buildings, in a transaction valued in excess of $90 million;
• Representation of a New York developer in a multifloor lease of office space to a New York City government agency in Lower Manhattan;
• Representation of tenant and tenant interests in office and industrial leases in excess of 1 million square feet;
• Representation of landlord and landlord interests in office and industrial leases in excess of 1.5 million square feet;
• Representation of publicly traded real estate investment trust in lease and property administration matters for an approximately 6,329,956 square foot portfolio of light industrial, warehouse, flex, and office properties;
• Representation of tenant in renegotiation and restructuring of NNN leases of light industrial premises located in Phoenix and Tucson, Arizona and Las Vegas, Nevada;
• Representation of tenant in renegotiation and restructuring of NNN lease of headquarters facility in Cincinnati, Ohio; and
• Representation of landlord in negotiations to extend, amend, and restate 40,000 rentable square feet NNN lease in Eatontown, New Jersey.