Institutional Investment in Real Estate
Cox, Castle & Nicholson LLP has extensive experience and expertise representing and advising a broad array of institutional investors, including public and private pension funds, in connection with their real estate investments. Our experience spans a broad spectrum of real estate acquisitions and dispositions, joint venture and partnership transactions, investments in REITs, opportunity funds, and pooled accounts, as well as participating/convertible and conventional debt transactions. Our expertise extends to both transaction originations as well as recapitalizations, restructuring and workouts.
Our expertise also includes a broad range of portfolio and asset management issues, including leasing, environmental, building renovations, landlord/tenant and construction disputes, property management and leasing agreements, mechanics’ lien claims, and bankruptcy. Our attorneys understand the special concerns of institutional investors and the relationships among their investment staff, consultants, advisors, and outside counsel. Our attorneys closely monitor current trends and investment structures relating to both public and private pension fund investment in real estate.
Our overall approach is a “business oriented” one that sensitizes the client to relevant legal issues and tailors the legal response to conform to the client’s business objectives. We are honored to list among our clients several of the largest pension funds and other institutional investors in the country.
Highlights of our representation include:
Acquisitions and Dispositions. Our attorneys have extensive experience in structuring, negotiating, and documenting all types of real estate acquisitions and dispositions, including multistate, multiparcel acquisitions. We have the staffing and expertise to conduct a thorough legal due diligence review and to coordinate an efficient, orderly, and timely closing, with particular emphasis on coordinating full disclosure and minimizing liability.
Entity Structuring and Dissolution. We offer broad-based expertise and a depth of experience in planning, negotiating, documenting, forming, and implementing all types of joint venture entities, including general and limited partnerships, limited liability companies, and corporations. We also have extensive experience structuring, implementing, and resolving joint venture buy/sells, dissolutions, and disputes.
Workouts and Restructuring. Investments that looked good when made can experience problems, especially during market downturns. We have considerable experience in developing and implementing workout restructuring and recapitalization programs that address a wide variety of issues and take into account the interests of all parties to a transaction. These arrangements can involve many variables, including preferred equity, priming loans, profit reallocation, additional capital infusions and a myriad of other features. We are experienced at both negotiating and drafting the workout and restructuring documentation and closing these transactions.
Opportunity Funds and Other Pooled Investments. In addition to direct equity investments, our attorneys have extensive experience in analyzing investments in REITs, insurance company separate accounts, limited partnerships and limited liability companies, and other co-investment vehicles. We analyze these structures to satisfy the investor’s criteria for limited liability, type and degree of control, distribution and/or reinvestment of returns, access to information, and receipt of financial reports. The investor’s liquidity and exit strategy objectives are of particular concern and attention.
Finance. Our experienced attorneys handle all forms of acquisition, development, construction, and long-term financing for virtually all types of real estate projects, including single- and multifamily residential, industrial, retail, office, health-care, lodging, and mixed-use projects. Our attorneys are highly skilled in analyzing, structuring, negotiating, and documenting the unique issues associated with participating and convertible debt transactions.
Securitized and Mezzanine Loans. We have extensive experience dealing with the special issues associated with securitized loans for both lender and borrower clients, including the various rating agency requirements. Additionally, we also have experience structuring subordinated secured loans, loans secured by ownership interests in the borrower, and other forms of mezzanine debt.
Unrelated Business Taxable Income. Our attorneys are highly experienced in tax structuring and planning, both state and federal, for nearly all types of real estate transactions. Specifically, we advise tax-exempt investors concerning the tax consequences of convertible and participating debt, acquisition and disposition of joint venture interests, as well as direct acquisitions and dispositions. We have extensive experience in structuring transactions, including joint ventures between taxable and tax-exempt investors to avoid unrelated business taxable income (UBTI).
ERISA/Fiduciary Counsel. We have unique breadth and depth of experience in ERISA issues. These issues include fiduciary conduct, the prudence of investment procedures and guidelines and of specific investments, prohibited transactions, parties in interest, and statutory and administrative exemptions.
