Sutherland has close to 30 real estate lawyers who devote substantially all of their practice to the commercial real estate field. We are proud of our ability to assist our clients in responding to the challenges and opportunities of the real estate industry, often through innovative and sophisticated approaches that meet client requirements for practical and cost-effective solutions.
Our emphasis on practicality and cost-effectiveness is reflected in the firm’s approach to case management. We assign administrative responsibility for each transaction to a partner who has the necessary experience and proficiency to manage the transaction and to identify and respond to special needs that may arise. We deliberately do not overstaff transactions; however, in major matters requiring intensive legal activity, we have the resources to respond with the combined talents of approximately 425 lawyers.
Regardless of the size and complexity of a matter, we are sensitive to the need for continuity in case management. The broad range of experience of our real estate lawyers enables us to provide this continuity. The lawyers in our real estate group have the ability to manage dispute resolutions, to coordinate creditors’ rights and bankruptcy advice and representation, to advise on regulatory issues, and to identify and resolve tax questions. Our real estate practice is national in scope. We handle real estate matters in virtually every state and in all major real estate markets.
Acquisition and Development
We are experienced in all phases of the acquisition and development process, from negotiation of letters of intent and purchase and sale agreements through project completion and permanent financing. Our lawyers have considerable experience in the creation of commercial condominiums and residential cooperatives. Our acquisition and development work includes advice on governmental regulatory matters, permitting and approvals, zoning matters and environmental issues. Offshore clients often involve us in investment decisions, ask us to devise structures for their transactions and to locate and coordinate other professionals.
Real Estate Finance
We represent major banks, insurance companies, non-bank lenders, domestic and foreign investors and others providing capital for real estate projects. We regularly advise both lenders and borrowers in connection with all types of real estate financings, including construction and permanent loans, multistate financings, leasehold financings, sale/leaseback transactions, mezzanine loans, short-term variable rate financings, participating mortgages and subordinate and wrap-around financings. We have substantial experience in disposition through portfolio sales and securitization transactions and whole loan sales of performing and non-performing loans. We also represent a number of mortgage conduits and Commercial Mortgage Backed Securities (CMBS) loan correspondents engaged in nationwide lending and resale of mortgages into Real Estate Mortgage Investment Conduits (REMICs) and to other sponsors of CMBS offerings.
Equity Investments Including Programmatic Joint Ventures
We regularly represent investment and other clients in major equity investment and formation transactions through joint venture arrangements, syndicated partnerships and stock offerings. This representation includes institutional investors who form programmatic joint ventures with large private and publicly traded Real Estate Investment Trusts (REITs) to acquire and develop portfolios valued in excess of $1 billion dollars in business. These programmatic joint ventures involve multifamily properties, hotels, healthcare properties, resorts and commercial properties.
Pension Fund Investments
We represent a significant number of pension funds and insurance companies that act as investment advisors and managers for pension funds in connection with real estate investments by those entities. We are familiar with the limitations and restrictions placed on pension funds by ERISA and applicable Department of Labor regulations, including those governing the operation and management of qualified plan assets. We are familiar with the special tax issues that affect exempt organizations, especially unrelated business income tax issues and issues related to debt-financed properties. We are regular counsel to the Florida State Board of Administration in connection with the real estate investments of the state employees pension fund. We serve as counsel to TIAA-CREF’s separate real estate account in connection with direct equity investment in real estate. We also represent UBS in connection with its investment management and advisory services to pension funds and other investors.
Our commercial leasing clients include landlords, tenants and lenders in transactions involving office buildings, shopping centers and other commercial projects in multiple and diverse markets. We also represent several national retail chains and handle their lease negotiations on a nationwide or regional basis. We regularly advise both landlords and tenants with respect to facilities issues under the Americans with Disabilities Act. In addition, we handle specialized leasing transactions, such as mineral, timber and other natural resource leases, master leases of income-producing properties and leases employed in industrial revenue bond financing.
Our background in the representation of clients active in the hospitality industry is extensive. On behalf of hotel owners, we have negotiated management and franchise agreements with most major hotel chains operating in the United States, Canada and South America. We are experienced in all aspects of hotel finance and are familiar with the accounting issues unique to hotels. Our real estate lawyers, who also represent hotel operators and managers, have extensive experience in connection with hotel acquisitions and dispositions, operations, development, bankruptcies and workouts.
We work regularly on foreign investment in United States real estate, as well as large scale development abroad by foreign and domestic clients. We represent one of the world’s largest retailers in its rollout of stores in Mexico.
Mergers and Acquisitions
Our real estate group regularly deals with the numerous real estate issues that arise in corporate merger and acquisition transactions, including leveraged buyouts. We routinely manage the complicated real estate due diligence that is required in these transactions, particularly those involving large real estate portfolios, such as insurance company mergers, bank acquisitions and similar transactions.
We represent leading forest products companies, lenders, investors and investment managers in connection with the acquisition and financing of timberlands throughout the United States and Canada. We also provide continuing advice with respect to timberland management. Our lawyers are recognized as the country’s leading authorities on tax issues unique to timber cutting and finance transactions. Our firm represents the leading producers of kaolin (white china clay) in connection with land acquisition, mining and environmental matters. We have a substantial agribusiness acquisition, ownership and operation practice in which we regularly represent large financial institutions in the acquisition of agribusiness properties and portfolios of properties.
Foreclosure, Bankruptcy and Workouts
Our real estate group represents major creditors and developers/owners/investors in real estate foreclosures, bankruptcies and workout transactions. We are experienced in all important aspects of bankruptcy reorganizations, including issues related to the use and sale of collateral, the protection of rental income and cram down plans. Our experience also includes workouts, equity resyndications and participating mortgage techniques to restructure financing transactions. In addition, we represent debtors in bankruptcy cases and loan workouts.
Partnerships and Partnership Taxation
We have extensive experience in the formation of partnerships, limited liability companies and joint ventures to own and operate real estate, the documentation and enforcement of interpartner loans and the exercise of put/call provisions. The members of the real estate group also have the capability to deal effectively with the complicated tax issues that arise in partnership transactions.
In connection with both acquisitions and financings, we assist our clients in obtaining and reviewing environmental site assessments and evaluating recommendations for remedial work. We also regularly advise purchasers, sellers, lenders, investors and tenants with respect to their potential liability under the federal and state superfund laws and other environmental protection statutes. In addition, we provide advice on the new federal storm water permitting program and numerous other programs affecting operations of industrial and larger real estate projects. We also represent clients in administrative hearings and permitting matters before state and federal environmental agencies.