Acquisitions & Dispositions
Fundamental to a real estate practice is acquisition and disposition of real estate. Our lawyers provide comprehensive experience in the myriad ways these basic purposes can be accomplished, for clients that have included local, regional and national developers, home builders, retailers, manufacturers, real estate investors, building owners and operators, pension funds and non-profit corporations. In these simple contexts lie fee acquisitions, ground leasing, sale/leasebacks, structured ownership tiers, land use and planning, land division and condominium development, property tax planning, short sales; and we draw on experience in application of all the related areas -- of financing at all levels, leasing, construction, public private partnerships, tax incentivized structures, and economic development. We understand dirt – raw land and its potential; greenfields and brownfields. We have and apply superior skills in environmental laws and risks, and what it takes to create value.
We understand how to structure an agreement to get property under control, and how to counsel a seller to avoid that. We have represented numerous clients in the acquisition and disposition of equity positions in entities owning real estate and have significant expertise in the preparation and negotiation of operating agreements and similar instruments for such companies. Our attorneys are experienced in structuring and consummating deed in lieu of foreclosure transactions so as to realize the goals of the parties to such transactions, including minimizing adverse tax consequences and mitigating the risk that such transactions will be attacked by creditors. We have the depth and experience to manage efficiently and comprehensively due diligence for acquisitions and dispositions of all types, including on a multi-state basis.
Representative experiences of our lawyers in the purchase and sale of real property interests are:
- Purchase and disposition of signature office buildings, shopping centers and other retail properties and hotels
- Purchase of equity interests in companies owning real estate in various states by public pension funds
- A sale/leaseback transaction involving industrial, warehousing and office properties in ten states
- Acquisition of over 30 southeastern Michigan residential housing sites for one of the nation's largest home builders and the subsequent disposition of such builder's remaining inventory in Michigan in bulk sales transactions
- Acquisition of office, retail, research and development facilities and warehouse space in nine states valued in excess of $150,000,000
- Disposition of land under a planned development agreement for a closely held land developer, for multiple uses by multiple commercial owners, valued in excess of $100,000,000
- Acquisition of sites across the United States for a national restaurant chain
- Creation of an auction sale computer program used in sale of industrial facilities and transportation terminals
- Camping and recreational properties for 501(c) organizations
Regional representation of numerous shopping center owners and developers in the development, construction, financing and leasing of their projects, including the negotiation and drafting of complex leaseholds with national anchor tenants.
Performed a pesticide due diligence review of a client’s sale of a subsidiary which manufactured and sold fertilizers, nutrients and registered pesticides. During the due diligence investigation, an unresolved “show cause letter” from EPA’s pesticide enforcement office alleging that the subsidiary was selling unregistered pesticides was uncovered. The scope of the potential liability was narrowed sufficiently to allow the transaction to close and EPA eventually decided not to pursue the enforcement action
Advised clients engaged in acquisitions of the potential implications of GHG emission limits and regulatory programs
Performed due diligence on a client’s planned acquisition of another sulfuric acid manufacturing facility
Provided bounding estimates on the future remediation costs during environmental due diligence on a “to be acquired“ company
Advised clients in due diligence investigations on complex future environmental risks that are likely to impact the economics of a transaction
The Split Ring sculpture, by Clement Meadmore, will return to downtown Grand Rapids in June 2016. It originally sat outside the Frey building before being moved to Woodland Mall. The sculpture is now returning to downtown after almost 50 years. Steve Stapleton and Ingrid Jensen worked on the negotiations and contracts to bring this iconic piece back to the heart of downtown.
Represent national real estate company in various contract and business tort disputes, including not only litigation but advising on pre-litigation strategies and cost beneficial approaches
Represent and defend substantial real estate developer and owner against large scale mechanic’s lien claims surrounding work and improvements performed by tenant
Successfully defended coal mining company in state court litigation by land owners, involving breach of contract, fraud and civil conspiracy claims in connection with lease disputes
Defended coal mining company against claims for statutory violations, breach of implied contract/unjust enrichment, breach of contract, negligence, misrepresentation, unfair trade practices, trespass in property damage and subsidence actions by landowners
Representation of non-profit corporations in a wide array of zoning and land-use matters.
Representation of developers in joint ventures and real estate limited partnerships.
Redevelopment of the iconic Argonaut Building in Detroit, Michigan at a project cost in excess of $150,000,000 through a multi-layered tax credit transaction involving State and Federal Historic Tax Credits, New Market Tax
Provide legal representation to several small business owners, developers and franchisees in the development of single site properties (gas stations and quick service restaurants) with a focus on land acquisition, annexation, easements (utilities) government entitlements, leasing and construction matters
Represented local municipality in the creation of a not for profit development entity to facilitate the development of a $500 million dollar comprehensive redevelopment plan to accommodate the acquisition and development of land for a multi carrier cargo development plan
Represented and counseled a not for profit developer in the establishment of a development joint venture in the construction of a 96 unit Section 42 federal tax credit low income senior housing facility
Represented developer in the acquisition and development of 300 acres of industrial land in the southern suburbs of Chicago with a value of $20 million dollars. Coordinated the preparation of a redevelopment plan for the area targeting land acquisition; brownfield assessment/cleanup; site planning/design; development/ project finance; training /job creation with a goal of attracting environmentally safe and non invasive businesses to the industrial area
Represented a local municipality and economic development group in obtaining the first State of Illinois single community Redevelopment Authority with bonding authority of $200 million dollars
Represented fund in designing and structuring the real estate investment models to accommodate raising foreign investment capital to be blended with other investment incentives such as New Market Tax Credits, Tax Increment Financing and other incentive based programs
Represented commercial development client in the development of over 200,000 square feet of commercial retail strip centers located in the Chicago metropolitan area. Responsible for land acquisition, site planning/design; government entitlements; (zoning/incentives); analysis and procurement of project financing, and construction management. Utilized various economic development tools to improve profitability such as real estate tax rebates (class 8) and tax increment financing
Representation of investment companies in 1031 exchanges and tenant in common agreements
Representation of Michigan developer in all aspects including condominium documentation, negotiation of purchase contracts, closings and tax appeals at the local level and state level
Represented development joint venture consisting of private equity firm and real estate developer for the development and construction of quick service restaurants throughout the United States
Representation of private companies, including a local real estate investment fund raising equity to purchase multi-family properties in the Chicagoland area, in the preparation of private placement memoranda and subscription documents under Regulation D of the Securities Act of 1933
Represented a private equity fund to establish an immigrant investor fund for the investment in real estate and/or mid-market with a funding goal of $100 million dollars
Representation of purchasers and sellers in the acquisition and disposition of real property
Representation of landlords and tenants in negotiation of leases for multi-use buildings, industrial and office space
Representation of local and regional lenders in sophisticated lending transactions, including multi-family housing and shopping center loans, nursing home accounts receivable lending, senior and mezzanine finance, construction loans, and asset based lending
Preparation and negotiation of AIA Contracts on behalf of owner with respect to general contractors, engineers and architects
Lead counsel for various retail shopping plaza owners in multiple counties. Draft leases and amendments and enforce landlord rights
Lead defense counsel in dispute over lease of warehouse involving over $1 million in claims. Filed motion for summary judgment leading to successful resolution of action
Represented local and national real estate developers in multi-million dollar breach of commercial contract/lease actions against landowners and tenants
Represent national title company in litigation matters involving alleged title defects, tort claims and contractual disputes
Representation of several high-profile hospitality groups in connection with the development, sale, purchase, financing, refinancing, leasing and management, as applicable, of many prominent restaurants and taverns located in Western Pennsylvania and the surrounding area
Representation of many local, regional and national retailers in connection with their purchase and/or lease of real property, equipment and inventory, as well as in connection with the day-to-day operation and management of their business affairs