Real Estate

We represent purchasers, sellers, ground lessors and lessees of office buildings, apartment projects, hotels, industrial facilities, self-storage facilities, retail centers, convention centers, single-family home tracts, municipal buildings, and vacant land throughout the United States. As necessary for the particular transaction, we assist with all aspects of due diligence, including title analysis, lease and service contract reviews, tenant estoppel certificates, and SNDAs.

Representative transactions include:

• $225 million office project in San Francisco, CA
• $125 million mixed-use project in Chicago, IL
• $90 million office project in western Pennsylvania
• $300 million multi-family portfolios in Georgia and North Carolina
• Over $500 million of hotel facilities throughout the U.S.
• $70 million office project in northern Virginia
• Sale of properties in Seattle, WA on behalf of municipal corporations

McNaul Ebel's extensive real estate capital markets practice focuses on the representation of borrowers and lenders in construction and permanent financing of fee-owned and leasehold properties. We also handle nontraditional financing vehicles, such as mezzanine loans, participating loans, sale-leasebacks, and synthetic leases. We are proficient in HUD/FHA, Fannie Mae, and Freddie Mac lending programs.

Representative transactions include:

• $350 million mezzanine financing secured by national real estate portfolio
• $300 million revolving line of credit secured by national real estate portfolio
• $100 million life insurance company financing secured by office and industrial projects
• $150 million Freddie Mac and Fannie Mae loans secured by multi-family projects
• $200 million mezzanine loan for major renovation of New York office building
• $65 million loan secured by waterfront office, hotel and marina complex

We have significant experience in the formation, operation, and dissolution of a wide variety of real estate coinvestment arrangements, including REITs, general and limited partnerships, limited liability partnerships, limited liability companies, and tenancies-in-common. We strive to provide joint venture structuring solutions that meet our clients' goals for the allocation of legal, business, and tax risk and reward associated with each transaction.

Our real estate attorneys assist with all phases of ground-up development, from acquisition and financing to design and construction, all the way through management and leasing. We regularly prepare construction contracts, architect agreements, and development services agreements for a variety of office, warehouse, industrial, mixed-use, multifamily, self-storage, and hotel projects. These documents include “green” provisions to carry out our clients' sustainability goals. We work with developers, contractors, architects, and tenants in structuring and documenting build-to-suit transactions. Our assistance does not stop when the construction contract is signed – we also assist clients with navigating the many pitfalls of the construction process, such as delays and cost overruns.

Representative transactions include:

• Industrial and warehouse complexes in California, Oregon, Nevada and Texas
• 500 unit multi-family and mixed use projects in New York, NY, Baltimore, MD and New Haven, CT
• Office complexes in Denver, CO, suburban Boston, MA and Germantown, MD
• Retail, cinema and garage complex in downtown Seattle, WA
• Convention centers in Seattle and Bellevue
• Hotels in New York, San Diego and Silicon Valley

We have extensive experience in obtaining and documenting federal and state rehabilitation tax credits, Brownfields tax credits, new markets tax credits, alternative energy grants and credits, PILOTs, property tax abatements, and transferable development rights. We routinely work on development projects where development incentives are a critical component of the construction budget.

Sustainable development and operation of real estate projects is at the forefront of our real estate practice, especially as state and local jurisdictions continue to embed LEED and other sustainability requirements into building codes. Our LEED-accredited and experienced attorneys understand our clients' goals for conservation, energy efficiency, and green technologies, and we assist with securing LEED accreditation for both existing and new projects. We also assist our clients in ensuring that their sustainability goals are properly reflected in all major contracts relating to the design, development, leasing, and operation of real estate projects.

Representative projects include:

• Preparation of green lease and management forms to be implemented across a national real estate portfolio
• Negotiation and documentation for energy grants, loans and credits from federal, state and local sources
• Negotiation and preparation of consulting agreements for comprehensive benchmarking and monitoring of energy efficiency of real estate portfolios
• Negotiating and drafting solar panel leases and power purchase agreements
• Acquisition and financing of fuel cells and other alternative energy technologies

Our attorneys have significant experience with debt and equity restructuring for distressed real estate projects. We have negotiated and documented numerous deeds-in-lieu of foreclosure, loan modifications, lease workouts, forbearance agreements, and acquisitions in bankruptcy. We conduct nonjudicial foreclosure sales on behalf of lenders, including one of the largest nonjudicial foreclosure sales in the state of Washington. Our wide range of experience enables us to understand the perspective of lenders, borrowers, tenants, and partners involved in troubled projects.

We counsel pension funds and their investment advisors on key aspects of the creation, structuring, marketing and operation of investment funds, real estate advisory firms and management entities. We represent both single and multiemployer pension funds in all aspects of their real estate investments and operations. Our experience includes both public and corporate retirement systems, as well as major university endowments. We work closely with tax and ERISA professionals to ensure compliance with all applicable fiduciary and transactional requirements.

Our real estate attorneys have considerable commercial leasing experience and represent owners in their leasing programs for entire real estate portfolios. We regularly represent landlords and tenants in lease drafting, lease negotiations, and lease restructuring. Additionally, we negotiate and draft ground leases, leases with purchase options, brokerage agreements, tenant build-out agreements, and TI financing agreements. We prepare management and leasing agreements between landlords, property managers, and leasing agents, including those with "green" provisions to carry out our clients' sustainability goals.

Practicing hospitality law demands experience across an array of practice areas. Our attorneys routinely provide strategic legal advice to hotel owners, operators, and managers on a variety of hospitality issues, such as structuring, hotel financing, franchise and license agreements, and hotel management contracts. We have been primary counsel to numerous hospitality enterprises, from boutique hotels to the largest nationally branded hotels.

Representative transactions include:

• Formation and operation of a $500 million limited partnership investing in construction and development of hotel properties in selected markets across the United States
• Acquisition, construction and sale of $285 million nationally-branded hotel in New York, NY
• Acquisition, financing, renovation and sale of $92 million boutique hotel in New York, NY
• Acquisition, financing, construction and sale of $96 million nationally-branded hotel in San Diego, CA
• Acquisition and renovation of nationally-branded hotel and office complex in Washington D.C.
• Acquisition and construction of nationally-branded hotel in Silicon Valley, CA
• Acquisition and financing of nationally-branded hotel in suburban Chicago, IL
• Acquisition, ground leasing and financing of nationally-branded hotel and marina in suburban Los Angeles, CA