Negotiated operating agreements for real estate and renewable energy projects with respect to the formation of limited liabiltiy companies.
Real Estate
Leaders
Real Estate
Director
Acquisitions & Dispositions
Acquisition and disposition of real estate are fundamental to a real estate practice. Clark Hill attorneys 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 nonprofit 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, and short sales. We draw on experience in the application of all related areas of financing at all levels, including 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 experience in the preparation and negotiation of operating agreements and similar instruments for such companies. Our attorneys are experienced in structuring and consummating deed in place of foreclosure transactions 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 10 states
- Acquisition of more than 30 southeastern Michigan residential housing sites for one of the nation's largest homebuilders 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 more than $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 more than $100,000,000
- Acquisition of sites across the United States for a national restaurant chain
- Creation of an auction sale computer program used in the sale of industrial facilities and transportation terminals
- Camping and recreational properties for 501(c) organizations
Experience
Has significant experience in land use and zoning disputes, easement disputes, breach of contract, business fraud, co-owner disputes, landlord-tenant, condominium, and tenancy-in-common matters.
Represented clients in complex development transactions involving inclusionary-housing credit swaps with affordable housing developers, and with respect to entitlement of projects facing community opposition. Also represented numerous parties in the negotiation and drafting of leases for office, retail and industrial uses.
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.
Advised clients in due diligence investigations on complex future environmental risks that are likely to impact the economics of a transaction
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
Performed due diligence on a client’s planned acquisition of another sulfuric acid manufacturing facility
Advised clients engaged in acquisitions of the potential implications of GHG emission limits and regulatory programs
Provided bounding estimates on the future remediation costs during environmental due diligence on a “to be acquired“ company
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
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
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
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
Preparation and negotiation of AIA Contracts on behalf of owner with respect to general contractors, engineers and architects
Representation of purchasers and sellers in the acquisition and disposition of real property
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
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
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 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
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
Representation of landlords and tenants in negotiation of leases for multi-use buildings, industrial and office space
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
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 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
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
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 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
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 developer in the acquisition of numerous sites for commercial development.
Represented the purchaser of multiple shopping centers.
Represented national real estate company in the purchase of numerous large, multi-family residential apartment complexes totaling in excess of $100 million.
Counsel to a tubular and specialty steel company in connection with acquisition of a manufacturing facility in Ohio, including subdivision thereof to isolate areas of property affected by environmental contamination Acquisition of a Greenfield site in Kentucky for purposes of construction of a new manufacturing facility
Counsel to borrower in connection with $66,500,000 secured revolving credit and term loan facility
Represented owner of commercial property in lawsuit to retain buyer’s deposit
Represented international law firm in its defense of a matter involving a multi-million dollar real estate project, resulting in summary judgment for law firm
Sale/syndication of hotels with a value in excess of $100MM to a partnership of foreign investors
National representation of one of the nation’s largest energy providers, together with its respective affiliates and subsidiaries, in connection with: real estate sales, acquisitions and financing; equipment, warehouse and general commercial leasing; professional service and consulting agreements; supply contracts; non-profit and charitable endeavors; maintenance and management agreements; asset purchase and sales agreements; natural resource/land use issues; auction and redispositioning arrangements; and consignment and inventory-management contracts
Sale/leaseback of dozens of properties with aggregate values in excess of $100M. In many of these, financing was provided by commercial paper issued by a bankruptcy remote special purpose subsidiary
National representation of large-scale real estate development company relative to its ongoing purchases, construction, leases and eventual sales of Airborne Express facilities throughout the continental United States
Represented commercial lenders in tax-exempt financing transactions and, in connection therewith, prepared and/or reviewed term sheets, commitment letters, loan agreements, security agreements, and reviewed title matters
Represented developer of shopping center in lawsuit against municipality to obtain permits necessary to pave center’s parking lot and roadways
Representation of landlords and tenants in commercial lease negotiations
Acquisition and Development of Urban Office Building. Representation of a national developer in connection with (i) negotiating and drafting of documentation with respect to site acquisition, formation of single-asset limited partnership (the entity that owns and operates the project), development, construction contracting, and construction and permanent financing including multiple governmental loans and grants; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop project; and (iii) providing counsel in connection with environmental issues involving the site which was a "brownfield" site.
Special Counsel to a Pennsylvania County in connection with the renovation of the former County Jail, a national historic landmark, which was converted for use as a family court building
Acquisition of large equipment leasing portfolio and numerous equipment leases. Various aircraft financings
Counsel to borrower in connection with $50,000,000 unsecured revolving credit facility
Defended coal mining company against claims for negligence, misrepresentation, and unfair trade practices in connection with various longwall mining activities
Representation of developer in the acquisition of historical buildings throughout the East Coast
Counsel to company in connection with sale of $325,000,000 of subordinated debentures
Representation of many national, regional and local commercial real estate owners, developers and management companies in connection with acquisitions, sales, financing, refinancing, leasing, operations, and management of substantial commercial and residential developments; including shopping centers, shopping malls, commercial high-rises, condominium and townhouse developments, and large-scale, university apartment complexes, many of which are prominently located in downtown Pittsburgh and the surrounding area
Regularly negotiate and draft contracts and transactional documents for corporate clients, including commercial purchase and sale agreements, service agreements, vendor agreements, employment related agreements and confidentiality agreements.
Represented retail grocer in a merger with a complimentary grocery delivery business
Represent landlords and tenants in various commercial leasing transactions.
General representation of influential, regional audio/visual technology company in connection with a wide variety of consulting arrangements, independent contracting relationships, and employment and professional service issues; including those relating to significant professional services recently performed in relation to the new Pittsburgh Convention Center, the Pittsburgh Cultural District renovations, and the construction of the new Borgata Hotel in Atlantic City, New Jersey
Acquisition and subsequent sale of a commuter airline
Represented developer in lawsuit in which court held municipal zoning ordinance was unconstitutional
Represented a printing and publishing company in the purchase of the assets of a competitor.
Counsel to a State Employee Retirement System in connection with the sale of a commercial office building located in the City of Pittsburgh, Pennsylvania, reacquisition by deeds in lieu of foreclosure of three (3) commercial office buildings located just outside the City of Pittsburgh, Pennsylvania, and sale of a commercial office building located in the City of Chicago, Illinois.
Counsel to a copper and copper alloy manufacturing company in connection with the acquisition and/or disposition of manufacturing sites in Pennsylvania, Kentucky and New Jersey
Represented a private equity firm in the acquisition of a multi-state industrial HVAC company and a business form supply company.
Represented seller of commercial property in lawsuit to recover purchase price from buyer
Prepared or reviewed numerous facility leases on behalf of a national retail corporation
Represented local and national real estate developers in multi-million dollar breach of commercial contract/lease actions against landowners and tenants
Represented national bank against breach of contract, negligent misrepresentation, unfair trade practices and other statutory violation claims (Real Estate Disclosure Act and Unfair Trade Practices and Consumer Protection Law) relating to sales practices and sales documents
Represented real estate developer in multi-million dollar breach of contract action against supermarket tenant
Represent large national real estate company in various contract and business tort disputes
Represent national title company in litigation matters involving alleged title defects, tort claims and contractual disputes
Special Counsel to a State Industrial Development Authority in connection with real estate financing projects for manufacturing and commercial enterprises
Counsel to a nationally known food products company in connection with the disposition of a former manufacturing facility located in the City of Pittsburgh, Pennsylvania
Represented medical manufacturer with respect to its manufacturing and joint venture agreements, technology licenses, distribution agreements corporate governance issues, and other commercial matters.
Assist chemical company with regional expansion plans by identifying opportunities, obtaining financing, conducting due diligence and closing real estate acquisitions
Represented property owners in condemnation proceedings commenced by governmental entities
Represented owner of commercial property in lawsuit against title insurance company to recover value of easement
Represented closely held real estate company in the sale of $135 million commercial property portfolio to public REIT.
Represented manufacturer of bulk transfer equipment in a series of related company mergers and consolidations
Counsel to owners of former G. C. Murphy Building in the City of Pittsburgh in connection with the sale to the Urban Redevelopment Authority
Represented buyers and sellers of medical and dental practices
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
Represented discount retailer with regard to franchising, purchasing, organization and other commercial matters.
Counseled residential real estate brokerage in franchising of business.
Represented a Fortune 500 corporation in connection with the sale of a multi-million dollar manufacturing facility
Assist medical practice with acquisition of five buildings in Pennsylvania and New Jersey
