Real Estate and Finance
The Firm’s real estate attorneys are experienced in handling a broad range of real estate transactions. They have represented both institutional lenders and borrowers in complex real estate financings; ground lessors in development projects; purchasers and sellers of interests in real estate; and landlords and tenants in lease and sublease negotiations. They also have experience in guiding their clients through the construction process and in advising their clients as to basic environmental and land use issues.
Our attorneys have represented various participants in connection with construction and permanent financings secured by mortgages on all kinds of revenue-generating properties, including manufacturing facilities, shopping centers, multi-family residential projects, hotels and office buildings. We are particularly well-schooled in the requisites of leasehold financings, having participated as lender’s counsel or otherwise in many development projects involving construction on leased land.
In addition to financing work, the Firm’s real estate practice includes sales and leasing transactions, as well as other matters relating to real estate. We represent private sector entities and governmental entities as both landlords and tenants in office leases and ground leases, and in a range of other real estate transactions, such as property dispositions, the establishment of condominiums and the creation of title restrictions.
The real estate attorneys at Hawkins specialize in representing parties to large development projects in which, pursuant to long-term ground leases or otherwise, the risks and rewards of ownership are shared among for-profit developers and lenders and governmental or other not-for-profit institutions. For example, we have represented lenders, developers and owners in the privatized development of housing and utility infrastructure on military installations, governmental entities and other participants in major economic development projects, financial institutions on large construction financings involving a variety of governmental subsidies, and governmental authorities in connection with a variety of public and “public-private” development transactions. Hawkins’ attorneys have particular expertise in the acquisition and development of real estate through the use of tax-exempt financing. The Firm’s experience in this area includes representing not-for-profit organizations, bond purchasers, issuers of tax-exempt debt, bond underwriters and credit enhancers.
Description of Representative Transactions
Examples of transactions that the Firm’s real estate lawyers have handled are as follows:
· Representation of one of the nation’s largest financial institutions in connection with a real estate and economic development project in the District of Columbia. The project, which involved the construction of a 500,000 square foot mixed use condominium facility to bring the country’s leading retailers to an underserved neighborhood, was carried out on land acquired from the District pursuant to a Land Disposition Agreement between the developer and a development agency of the District of Columbia. The financing, which was provided by a single financial institution, consisted of a combination of a conventional construction loan as well as the purchase of tax-exempt tax increment bonds issued by the development agency and was named “Real Estate Deal of the Year” by the Washington Business Journal. The Firm handled all aspects of the construction loan and the bond purchase, including the negotiation of a variety of separate agreements with the development agency and the retail tenants.
· Representation of a major financial institution on construction loans financing the development of several residential projects.
· Representation of a private college in mortgage loan and line of credit transactions.
· Representation of a major urban transportation authority in its acquisition of a bus garage and maintenance facility occupying a full city block. Our role involved negotiating a contract of sale with the fee owner and negotiating agreements to acquire or recast all leasehold interests.
· Representation of a publicly held company in the sale of a 200,000 square foot building located in a historic district. The transaction involved unwinding a sale of historic tax credits.
· Representation of an investor in the purchase of a mixed use building out of a receivership under the New York Business Corporation Law.
· Representation of a large municipality in the sale of a 19 acre site including a waste transfer station and a recycling facility.
· Representation of a public university in its efforts to develop student housing facilities through a public-private partnership. Work involved structuring a Request For Proposals issued to prospective developers, review of RFP responses along with the university’s technical advisors, participation in interviews of RFP respondents, and preparation of project documents, including a financeable ground lease, a development agreement requiring the design, construction, financing and operation of the facility, and a facility management agreement.
· Representation of large charitable organization as sponsor, subordinate lender and largest secured creditor in connection with the disposition of a five-building integrated specialty facility through a “363 Sale” under Federal Bankruptcy Code. Our role included negotiation of contracts with both a “stalking horse” bidder and with the ultimate highest bidder, as well the negotiation of relocation arrangements with existing tenants.
· Hawkins acted as special transaction counsel to one of the country’s largest cities in connection with two major redevelopment projects that were subsidized with the proceeds of tax increment financings. In each transaction Hawkins negotiated a development agreement between the city and the private sector developers, as well as inter-party arrangements with the developers’ private equity investors and their institutional lenders.
· Representation of a major investment bank in providing financing for the development of the initial trunk and in-tract infrastructure for a 4000 acre urban site being redeveloped in multiple phases as a mixed use community in accordance with an overall master plan. The redevelopment was carried out by one of the country’s leading development companies, which was selected by the host city to serve as the master developer for the largest urban in-fill project in the country. The source of repayment for the financing is the increment in sales and real property taxes resulting from successful and timely redevelopment. Accordingly, the Firm’s role included the review and analysis of both the extensive infrastructure development arrangements among various governmental entities and the master developer, as well as the arrangements for the private development by retailers and home builders necessary for the project to generate sufficient tax increments to service the debt.
· Representation of major investment banks in the refinancing of two prominent Manhattan office buildings utilizing a novel structure combining a CMBS loan with tax-exempt Liberty Bond proceeds. The transactions each involved separate loans secured by a single mortgage with a joint servicing agreement.
· Representation of one of the nation’s largest investment banks in the first privatized development of high-rise housing on a military base. The transaction involved the ground lease of property on one of the nation’s most prominent military bases to a private developer for the development, ownership and operation of new apartment buildings by a joint venture of the developer and the relevant branch of the military. The project was financed by the issuance of privately placed corporate debt of the joint venture. The transaction was named the “Innovative Deal of the Year” by The Bond Buyer.
· Representation of a state authority in its capacity as developer of a new building to house the offices of the state’s comptroller and other state agencies. In addition to financing the development through the issuance of tax-exempt bonds, the authority was charged, by special legislation, with the role of acquiring the site, entering into a design-build agreement with a private developer, coordinating the design with relevant state agencies and departments, and overseeing construction. The Firm’s role included participating in the initial planning of the development process, sequence and financing structure, preparation of the contracts of sale for the acquisition of the site, participation in the negotiation of a project management agreement among the involved state agencies, participation in the negotiation of the design-build agreement, participation in the negotiation of the condominium plan to which the building was subjected in order to facilitate a financing with multiple series of bonds payable from different revenue streams, and negotiation and preparation of an installment sale agreement for one of the condominium units.
· Representation of an industrial development agency in a multi-phase redevelopment project which included retail facilities as well as a public parking facility, and involved the acquisition of privately owned land under threat of condemnation, as well as intergovernmental land transfers. The Firm’s role included participation in the structuring of the overall project and negotiating a land acquisition and disposition agreement between the agency and the developer, negotiation of a ground lease of municipally-owned land, negotiation of payment in lieu of taxes and sales tax subsidies, participation in the negotiation of acquisition under threat of condemnation agreements, and negotiations with anchor tenants of the shopping center.
· Representation of a state authority in acquiring four housing projects through the negotiation and consummation of deed-in-lieu-of-foreclosure agreements.
· Representation of a state authority in negotiating a “friendly foreclosure” agreement and prosecuting its first ever mortgage foreclosure.
· Representation of a charitable organization as subordinate lender to a bankrupt not-for-profit organization.
· Representation of a public benefit corporation in lease negotiations for the establishment of facilities relating to the historic Hudson River PCB clean-up by G.E. Corporation.
· Representation of a local college in a conventional mortgage financing and simultaneous bond financing in connection with the construction of new facilities and the restructuring of its existing debt.
· Representation of a light-industrial company in leasing new facilities to enable it to relocate.
· Representation of a public benefit corporation in lease of air rights for development of commercial and residential facilities.
· Representation of publicly traded company in lease-up of excess office facilities following emergence from bankruptcy.
· Representation of large office tenant in buy-out of existing lease and negotiation of new lease.
· Representation of family retail business in sale of facility following close of business.
· Representation of a not-for-profit corporation in the purchase of a full-floor commercial office condominium unit.
|Lloyd S. Lowy|