Real Estate
Commercial Property Acquisitions, Sales & Development
Di Santo LLP’s attorneys have represented an array of clients in the commercial property arena including financial institutions, REITs, private equity funds, developers and entrepreneurs, joint ventures and privately-held entities in real estate purchases, sales and developments. Our attorneys will guide you from inception to closing the real estate transaction and beyond. Commercial real estate transactions often commence with selecting the legal structure that works best for you and any investors in the real estate vehicle. Reaching an agreement on the deal terms is often the next major step. The terms of the commercial purchase are often negotiable and we guide you in determining what deal points are important for you. Just as every piece of real estate is unique, each transaction has a nuance that is not shared by all similar properties. We provide and negotiate agreements tailored to meet your specific needs and concerns as well as the property’s unique characteristics. Once an agreement is reached, Di Santo LLP continues to work for you to ensure that all appropriate due diligence is performed and you are advised of any irregularities that may affect your rights or interests as a landowner. We provide structured legal advice in the areas of corporate structure, financing, lease issues, title, insurance, permits, licenses, equipment, intellectual property rights, inventories, accounts receivable, franchise agreements and management agreements, among others. Once we complete our due diligence, Di Santo LLP works to ensure a smooth and timely closing. Our expertise in commercial real estate transactions extents to the following types of properties:
- Retail Properties, Shopping Centers and Mixed-Use Properties
- Hotels and Hospitality Real Estate Hotels
- Office Buildings
- Condominiums and Multi-Family Apartments
- Industrial and Warehouse Facilities
- Charter Schools
- New Construction, Remodeling and Rehabilitation of Existing Properties
Additionally, Di Santo LLP’s professionals are attuned to the following ancillary issues common to many commercial real estate transactions:
- Property Management Contracts
- Brokerage Agreements
- Non-Disclosure Agreements
- Contractor and Architect Agreements
- § 1031 Like-Kind Exchanges (Tax Deferred Exchanges).
- § 1445 FIRPTA Withholding Requirements.
Di Santo LLP 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.
- 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 LLP’s 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 LLP’s 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. For a more thorough discussion, please see our Distressed Real Estate and Workouts Section.
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.
Real Estate Investment Trusts (REIT)
Di Santo LLP has 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
Distressed Real Estate and Workouts
Di Santo LLP handles loan modifications and workouts involving distressed real estate assets secured by financing vehicles ranging from prepackaged loans to large, complex, syndicated or agented real estate financings. As part of this practice, our attorneys routinely deal with counterparties involved in these types of transactions, such as commercial lenders, venture capital investors and landlords. Our cross-disciplinary approach enables our attorneys to seamlessly address all issues relating to troubled loans and distressed real estate by drawing on our experience in traditional real estate finance, bankruptcy, capital markets, and commercial real estate development.
Di Santo LLP attorneys are experienced with a broad spectrum of loan modifications and workouts involving distressed real estate assets secured by financing vehicles ranging from prepackaged loans to large, complex, syndicated or agented real estate financings. 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, forbearance agreements, foreclosure and property recovery issues, property divestiture and exit strategies, capital markets issues and intercreditor issues.
As part of this practice, our attorneys routinely deal with counterparties involved in these types of transactions, such as commercial lenders, venture capital investors and landlords. When facing foreclosure or a loan default scenario, we able to fully service our clients by working closely with them to negotiate more favorable alternatives with their creditors on their behalf. Our approach to loss mitigation is unique and effective: communicate, mediate, and if required by our client, litigate.
- Deed In Lieu of Foreclosure. When it is desired by the borrower, we assist in the drafting of a “deed in lieu,” which effectuates the conveyance of title to real property and avoids the necessity of a foreclosure. Simply stated, the mortgagor (borrower) voluntarily deeds the real property to the mortgagee (lender) in exchange for a release from all obligations under the mortgage.
- Loan Modification. We have established a screening process which enables our staff to obtain information from the borrower, organize it, and effectively present it to the lender. Because we do not take a shotgun approach to loan modifications, the applications we submit are more likely to result in favorable changes.
- Short Sale. Di Santo LLP’s attorneys believe in a team approach, which is very necessary in short sale situations. In a short sale, the lender agrees to a principal reduction in order to permit the homeowner to sell the distressed property for an amount less than that which is owed on the mortgage. Hidden consequences of such transactions, however, are possible tax ramifications. We believe, therefore, it is necessary to work with tax professionals in order to better educate our clients in all areas of the transaction.