Commercial Real Estate and Development Transactions


Many highly regarded owners, developers, lessors and property managers throughout the country's dynamic real estate market engage our attorneys to represent their interests in real estate and development transactions. Our practice encompasses structuring the complex financings of major projects as well as advising on the acquisition, disposition and leasing of all types of real estate.

Our Attorneys Will Allow You to Keep Apace in the Evolving Real Estate Industry.

The real estate development environment is becoming increasingly more integrated, complex and regulated. Successful developers of major public or private projects must manage a myriad of issues and processes that affect the planning, financing, construction and operation of any project, including structure and organization; land assembly, condemnation, environmental, zoning, subdivision and land use approvals; environmental assessment and regulatory compliance; tax planning; project design and construction contracts; and project management, leasing and operations.

Our clients rely on us to provide services to resolve such issues as well as the drafting and negotiation of the agreements to acquire ownership of or rights over the land parcels necessary to assemble a project site; the structuring and drafting of joint venture and other agreements relative to the organization of the ownership entity; closing construction and permanent financing; coordination, planning, preparation and negotiation of contracts for construction, design and development; land use and development analysis; and advice, application preparation and appearance before various planning and zoning boards and other state agencies and departments to obtain the necessary permits or approvals.

We Are Prepared to Help You Succeed.

Lenders, purchasers, sellers and equity investors in multi-property and multistate transactions rely on the depth and breadth of our real estate attorneys. Our ability to assign a team of experienced lawyers and legal assistants to a multi-property transaction has facilitated numerous transactions in an efficient and cost-effective manner. From complex documentation of cross-collateralized and cross-defaulted loans to multiple affiliated borrowers, to sales and acquisitions of performing and non-performing loan portfolios, to multi-property acquisitions for corporations in connection with a corporate acquisition, we have the ability to staff multi-property transactions at task-appropriate levels.

Real Estate Finance Transactions

Our attorneys have extensive experience representing lenders, lessors and lessees in various types of lease financing transactions, including credit tenant loans (bond and credit leases), and off-balance sheet transactions under FASB 13 and 98. A particular focus of our attorneys is the representation of lender groups in multi-property, multistate real estate lease financings. Our attorneys have many years of experience in representing institutional lenders and in assisting investment bankers and borrowers in creatively structuring private placements that achieve the tax, accounting and regulatory objectives of the parties. Teamwork with our clients, coupled with depth of experience, has resulted in a remarkable record of almost no busted deals and a loyal following of repeat clients who are at the forefront of capital markets.

We have represented many banks and thrift institutions in making acquisition and construction loans for office, regional retail mall and strip center, hotel, warehouse, industrial, golf course, multifamily residential and land development projects of all kinds. We have also represented many insurance companies, banks, credit companies and other institutional lenders in connection with permanent mortgage loan financing and refinancings on these projects throughout the United States. Our lawyers are also experienced in sale/leaseback financings, direct placements (including zero coupon bond placements) secured by credit leases and indirectly by other real estate collateral and bond financings secured by real estate collateral.

One-Stop Shopping for Your Real Estate Matters

The firm brings to bear the full range of its resources to these diverse real estate transactions, forming teams composed of real estate, corporate, tax, municipal finance and environmental lawyers dedicated to providing responsive service to the real estate project at all levels. We also work closely with our corporate department offering advice and negotiating real estate and environmental aspects of asset and stock deals. Together with our litigation colleagues, we have litigated or negotiated a tremendous variety of real estate matters, including tax litigation, zoning and real property related litigation, prerogative writ, quiet title, deed restrictions, adverse possession, tax foreclosures, workouts and restructurings, condemnation matters, matters involving environmental contamination, valuation litigation and landlord-tenant litigation. We consistently help clients protect their interests under extraordinarily difficult circumstances.

Whether you are an equity investor, landlord or large utility and whether you are faced with a commercial leasing, affordable housing or construction issue, our attorneys are well-equipped to resolve your issue quickly.

Representative Matters

  • Counsel to a life insurance company on the $100 million financing of new multifamily and retail project in Medford, MA.
  • Lender's counsel on a $45 million loan to renovate and reposition a multifamily project in New Jersey.
  • Counsel to B Lender on a $352 million construction loan for a new Class A office tower in Chicago.
  • Lead counsel to a life insurance company, as lender and administrative agent for other institutional lenders, for a $399.5 million loan facility secured by 35 hotels owned and operated by a public hotel company. This collateral portfolio includes hotels in eight states, operated under six franchise affiliations plus several independent hotels.
  • Debtor's special financing counsel in connection with the $700 million recapitalization of the Fort Hill Square Associates partnerships that own Boston's landmark International Place office towers. This transaction included a $250 million infusion of institutional equity, documenting the new joint venture agreement, performing essential property due diligence, structuring the exit of an existing partner, and closing a new $432 million first mortgage loan, all within the confines of a contested bankruptcy plan approval process.
  • Lender's counsel on the $11.25 million construction mortgage financing of the 181-room Portsmouth Sheraton in Portsmouth, NH. The loan proceeds were used, in part, to pay for a 33-room addition to the hotel. The building in which this hotel is housed includes 12 residential condominiums that were excluded from the collateral for this loan but are managed by the borrower as an extended-stay hotel product.
  • Our real estate lawyers closed the $10.2 million mortgage loan to finance the Virginia Beach Resort and Conference Center Hotel, a condominium hotel. The lender's collateral included a mortgage lien on the common areas of the hotel (the Commercial Unit of the condominium) and 171 residential units in the condominium. The remaining 124 residential units are owned by third-party investors with management and license agreements for the inclusion of such units in the operation of the hotel.
  • Lender's counsel in connection with the origination of a $75 million first mortgage loan secured by the portfolio of 22 hotels owned and operated by Crown Hotels. This hotel portfolio includes several franchise affiliations and properties in multiple jurisdictions. The ownership group simultaneously closed a $25 million mezzanine financing. The first mortgage loan was sold and securitized upon closing.
  • Lender's counsel in connection with a $10.1 million renovation mortgage and equity participation loan secured by the Sapphire Beach Hotel and Resort in St. Thomas, U.S.V.I. This condominium hotel comprises 171 condominium units, 68 dockominium units and fee ownership of land, common buildings and development rights.
  • Lender's counsel in connection with a $34 million construction mortgage loan transaction involving a "for sale" redevelopment project in Jersey City, NJ.
  • Borrower's counsel in a $15.5 million construction and permanent loan financing transaction for a hotel project in Paramus, NJ.
  • Borrowers' counsel in connection with the acquisition financing of a hotel complex.
  • Lender's counsel in connection with a recent $34 million financing of the 410-room Sheraton Music City Hotel in Nashville, TN.
  • Counsel to a life insurance company on its $400 million syndicated non-recourse first mortgage loan secured by 52 office and flex properties in New England.
  • Golf course construction loans throughout New England, New York and New Jersey.
  • $40 million sale leaseback of a corporate headquarters facility in Fairfield County, CT.
  • $35 million first mortgage loan secured by a 275,000-square-foot multitenant office building in Stamford, CT.
  • $30 million first mortgage loan secured by a 173,000-square-foot multitenant office building in Boston, MA.
  • $200 million sale leaseback of 76 chain retail stores in 18 states.
  • Representation of a lender in a $42 million mortgage loan secured by a rehabilitated office building on the Boston Waterfront.
  • Representation of a lender in hotel financing secured by a mortgage on a commercial condominium overlaid on a government ground lease of a former U.S. Air Force base.
  • Representation of a Fortune 100 company in the sale and leaseback of its multi-building headquarters complex.
  • Representation of a Fortune 100 company in the sale of a 400-plus acre suburban tract of land to a development group for a mixed use development.
  • Representation of a Fortune 100 financial institution in its leasing, as a tenant, of an office park.
  • Representation of a Fortune 100 company as real estate and environmental counsel in leasing a Superfund site for retail development.

Credit Tenant Lease Financing

  • Represented senior lenders in an $85 million headquarters financing with multiple tiers of secured debt and split ownership structure.
  • Represented lenders in a $31 million single-property net lease financing with a foreign guarantor.
  • Represented 26 lenders in a $280 million credit tenant loan/net lease financing of a downtown office complex.
  • Represented a lender in a $26.7 million lease financing with a foreign guarantor.
  • Represented a lender in a $45 million, 15-property, multistate net lease transaction of healthcare facilities.
  • Represented a lessee in the $125 million acquisition and leasing of a headquarters office building.
  • Represented multiple lenders in a $11 million two-property, multistate net lease transaction.
  • Represented multiple lenders in a $31 million four-property, multistate net lease financing of supermarkets.
  • Represented multiple lenders in a $26 million net lease financing of a commercial office and research facility.

Real Estate Equity Investments

  • Counsel to a sponsor of a multifamily equity fund investing in development joint ventures involving more than $350 million and 2,300 units in projects located in Florida, Maryland, Massachusetts, Rhode Island and Virginia.
  • Counsel to a life insurance company in connection with an office building development joint venture program involving over $145 million and 670,000 square feet in projects located in Massachusetts, Pennsylvania and Virginia.
  • Counsel to a pension fund advisor in connection with multifamily housing joint venture program involving more than $72 million for projects located in Colorado, Texas, Illinois, Virginia and Georgia.

Real Estate Workouts and Restructurings

  • Restructuring dozens of single- and multiple-property mortgages into straight and participating debt for a major life insurer as its primary outside real estate counsel.
  • Supervising a life insurer's entire real estate portfolio during receivership, including the design, negotiation and complete resolution of a complex series of intercompany real estate claims exceeding $100 million.
  • Restructuring the finances of a troubled joint venture through change of partner control and revised priority distributions.
  • Designing and preparing a comprehensive set of participating loan documents and associated teaching materials, including cash control accounts, lender purchase options and additional interest components based on net cash flow and property appreciation.
  • Asset recovery and disposition of a $35 million mixed-use project in bankruptcy for an insurer mortgagee.
  • Primary counsel to a lead member of an international bank group in the workout of a $130 million first-class downtown office building.
  • Loan restructuring of a $20 million first-class suburban office facility.