Real Estate

Commercial Property Acquisitions, Sales & Development

di Santo Law attorneys have represented an array of clients in the commercial real estate arena including private U.S. and foreign national investors, REITs, private equity funds, joint ventures and developers in real estate purchases, sales, participations and developments.  Commercial real estate transactions often commence with selecting the legal structure that works best for you and any investors in the real estate vehicle.  di Santo Law attorneys have significant experience in structuring real estate transactions for both U.S. and foreign investor groups to address their clients’ goals and exit strategy as well as ever-changing regional, national and global laws and regulations. Reaching a formal agreement is usually the next major step in a commercial property acquisition or sale. We prepare and negotiate purchase agreements tailored to meet your specific needs and concerns as well as the property’s unique use and characteristics.  Once an agreement is reacheddi Santo Law continues to work for our purchaser clients to ensure that an appropriate physical and legal due diligence of the property is performed. During the due diligence period, we advise you of any irregularities that may affect your rights or interests as a landowner and allow you to make an informed decision whether to proceed to closing.  Once due diligence is completed and the property is approved, di Santo Law works and coordinates with opposing counsel, the title company and all parties involved to ensure a smooth and timely consummation of the real estate transaction.

Our expertise in commercial real estate transactions extents to the following types of properties:

  • Single Tenant Retail Properties
  • Shopping Centers
  • Hotels and Hospitality Real Estate
  • Office Buildings and Complexes
  • Condominiums and Multi-Family Apartments
  • Mixed-Use Properties
  • Assisted Living Facilities
  • Industrial and Warehouse Facilities
  • Charter Schools
  • New Construction, Remodeling and Rehabilitation of Existing Properties

Additionally, di Santo Law professionals are attuned to and regularly handle the following ancillary issues common to many commercial real estate transactions:

  • Property Management Contracts
  • Brokerage Agreements
  • Non-Disclosure Agreements
  • Ground Leases
  • Franchise Agreements
  • Development Agreements
  • License and Permit Issues
  • Contractor and Architect Agreements
  • Title Disputes
  • Casualty Insurance Coverage
  • Escrow Agreements
  • § 1031 Like-Kind Exchanges (Tax Deferred Exchanges).
  • § 1445 FIRPTA Withholding Requirements.

Commercial Leasing

Our commercial leasing practice includes representing tenants and landlords in transactions involving retail space, office buildings, shopping centers, warehouses, industrial buildings and other commercial projects. We work with business owners, start-ups, developers, property owners, and property management companies handling leasing matters for a wide range of uses from office headquarters to restaurants to designer clothing stores in Manhattan and Miami. As counsel for landlord or tenant, we provide letter of intent review and feedback, handle lease negotiations, and analyze key lease terms such as proposed rent, lease duration, renewal options, build-out process, pass-through expenses and assignment restrictions to allow our clients to make the correct decision for their operational and business needs. We also assist tenants in reviewing and negotiating commercial property leases and resolving disputes and controversies. If litigation or arbitration becomes necessary, we advise and assist our clients to the most cost-effective available resolution.

Representative transactions:

•Represent tenant in negotiation of $20MM NYC Madison Avenue commercial retail lease and build-out.
•Represent New York City landlord in commercial warehouse lease matter.
•Represent national insurance company in modification of 10,000 square foot Coral Gables, FL office lease and guaranty.
•Represent regional retail tenant in office lease with built-out for Orlando headquarters.
•Represent start-up gourmet pizza company in New York City commercial lease matter for anchor restaurant.
•Represent multi-national manufacturing tenant in office lease with built-out for NYC headquarters.

Real Estate Finance

di Santo Law advises both borrowers and lenders in the ever changing world of real estate financing to choose the best vehicle that fits its client’s needs. Real estate transactions are often not possible without some type of financing and we handle a wide range of such real estate financings including bridge, conduit, construction, and permanent real estate financings. Because we have represented many banks and securitized lenders, often in complex transactions involving several lenders and several properties, we structure the real estate deal to meet the needs of the borrower and the requirements of the lender to avoid any pitfalls prior to closing. Our experience in real estate financing with all types of properties involving a wide range of complexities provides our borrower and lender clients with the expertise needed to close on their financing and our professionalism ensures the client’s business relationship will be preserved for future business. We also regularly serve as local Florida or New York counsel to borrowers and lenders in addressing state specific reprecussions to real estate purchases and financings and issue legal opinion letters when required.

The Firm’s Real Estate Finance Group has extensive experience in the following real estate finance transactions:

  • Acquisition Financing. The firm represents owners, developers, banks, private equity funds and other financial institutions in mortgage, senior secured, and syndicated acquisition financings, joint ventures, assumptions, sale-lease-back matters and preferred equity transactions.
  • Refinancings. Di Santo Bruno attorney’s are experienced in representing both borrowers and lenders in refinance lending transactions and recapitalizations to replace a property’s existing debt. We approach this as an opportunity to revisit the debt and equity structure and explore alternatives and propose terms that best suit your company’s current needs and concerns.
  • Mezzanine Financing. This kind of financing is a vehicle often negotiated by our attorneys and used when the borrower’s mortgage lender will not allow a second mortgage or provide the gap-financing needed for an acquisition. Because of our experience in representing mezzanine lenders and our business-oriented approach to all commercial real estate matters, we are able to assist clients by structuring, negotiating and explaining the terms of this sophisticated additional financing.
  • Loan and Note Purchases. The firm’s attorneys regularly represent financial institutions throughout the US in the sale and purchase of performing and non-performing loans, B-notes and participations. Di Santo Brunos’ experience in representing lenders and familiarity with due diligence, intercreditor and servicing issues, among others, enlightens its clients prior to deal consummation.
  • Loan Workouts and Modifications. Di Santo Bruno attorneys are experienced with a broad spectrum of loan modifications and workouts with lenders involving distressed real estate assets. We regularly advise clients with respect to the multitude of issues that arise with respect to distressed real estate, including financial debt and equity restructuring, short sales, deeds-in-lieu, forbearance agreements, foreclosure and property recovery issues, property divestiture and exit strategies, capital markets issues and intercreditor issues.

Real Estate Investment Trusts (REIT)

di Santo Law attorneys have extensive experience with organizing, advising and financing REITs in all sectors, including retail, office, hotel, residential, mall and mortgage and specialty finance. Our attorneys have served as both issuer and underwriter’s counsel in numerous REIT IPOs, Rule 144 financings, and private placements. The breadth of our experience in these sectors gives us unique insight into the particular issues with regard to these asset types.

We routinely advise our clients on choosing the appropriate structure for their REIT, including UPREIT and Down-REIT structures, as well as the formation of Qualified REIT Subsidiaries (QRS) and Taxable REIT Subsidiaries (TRS) as needed.

Our REIT lawyers advise our clients on a broad spectrum of matters, including the following areas:

  • Advising boards of directors and advising on Corporate Governance
  • Commercial construction and development
  • Periodic reports with the SEC under the Securities Exchange Act of 1934
  • Compliance with the Investment Company Act of 1940 Act
  • Structuring and negotiating real estate acquisitions and financing
  • Bankruptcy, workouts and restructuring
  • Real estate fund and joint venture formation
  • Securitization of assets and portfolio loans

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