Commercial, Structured & Real Estate Finance

Crowell & Moring's commercial real estate (CRE) team has extensive experience in transactional, leasing, litigation and other real estate-related matters, for a very diverse group of global and U.S. clients. In addition to providing our clients with the benefits of such expertise, Crowell's attorneys also strive to add value to their business in every transaction, through creative problem-solving, pragmatic advice and the appropriate integrated interdisciplinary team for each client and deal, in order to best achieve our clients' desired results.

Understanding the relevance of a company's real property portfolio to its operations and balance sheet, is critical to effectively representing businesses on CRE matters, not only for traditional real estate companies, but for other businesses which own, lease and/or operate real property, incidental to their core business purposes. Furthermore, a company's real estate portfolio is always a focus of its lenders, investors, operators and other stakeholders. We understand the business issues, as well as the priorities and perspectives of these stakeholders, enhancing our ability effectively represent our clients' interests.

Crowell's CRE team is uniquely qualified to advise clients on the full range of real estate-related issues they face, and how those issues impact their bottom line and business opportunities, in good times and bad. By including not only transactional attorneys, but tax, environmental, corporate, litigation and bankruptcy lawyers, all well-versed in the complexities of sophisticated structured real estate transactions, and working seamlessly together to protect our clients, we successfully assist them in meeting their goals, whether structuring, documenting, negotiating and/or litigating their CRE transactions and opportunities.

Experience
Our CRE team not only has sophisticated commercial real estate experience, but has regularly represented all parties to any CRE transaction, often participating in the strategic decision-making of our clients pertaining to or impacting their CRE portfolio. Among the commercial real estate disciplines in which we are experienced, are the following:

• Acquisition and Disposition: The disposition and acquisition, individually and portfolio, of commercial properties in various property classes, such as shopping centers, office, industrial, hotels, theme parks, multi-family and retail, transportation and manufacturing, including purchase, sale and merger agreements, brokerage agreements, options and rights of first refusal, brokerage agreements, use restrictions, transfers of permits and licensing, transfer tax, and other related matters.
• Asset and Property Management: Various asset and property management agreements, as well as leasing commission agreements, facility operating and management agreements, and ancillary documents associated with asset and property management, including those in distress.
• Development and Construction: Assist in securing locations to suit demographic needs, navigating the regulatory approval and environmental audit quagmire, structuring appropriate ownership, joint venture and investment vehicles, successfully managing construction (and demolition) and design teams (and handling the construction, architects' and design/build agreements), and related matters; selecting and documenting appropriate management relationships, raising sufficient capital and governmental incentives, and negotiating with vendors, suppliers and concessionaires.
• Environmental and Natural Resources: Transactional and regulatory aspects of water and air quality, endangered species, public land use, site cleanup and reclamation, biotechnology, toxic substances and pesticides, health and safety, climate change and nanotechnology; review and advise on Phase I and Phase II environmental site assessments; develop strategic remediation and compliance programs; identify applicable incentives, etc.
• Finance: Virtually all types of financing transactions, including: secured and unsecured loans; construction and permanent financing; debt and equity financing; revolving and term loans; sale/leasebacks and leveraged leasing; conduit and securitized loans; commercial mortgage-backed securities; subordinated debt financing; mezzanine financing; project and public finance; and credit enhancement; and access to various governmental incentive programs (PPIP, TALF, etc.).
• Leasing: Traditional leasing transactions, including the ground leases, space leases, net leases, and other tax advantaged leases, as well as licenses, concessions, co-location agreements, occupancy agreements and other agreements for the use or occupancy of commercial real property; as well as renegotiating the terms of existing agreements to reflect market realities.
• Distressed - Debt and Real Estate: An aspects of stressed loans, and other troubled, default and anticipatory default loan situations, including loan restructuring, workouts and bankruptcy sales; debtor in possession financing; the acquisition, disposition and financing of distressed loan portfolios (both real estate secured and unsecured loans), as well as single asset distressed loans secured by trophy properties; and repositioning underlying real estate assets.
• Operational: A wide range of operational matters, such as restrictive use agreements, easements, condemnations (and agreements in lieu thereof), covenants, conditions and restrictions, purchase options and rights of first refusal, signage agreements, vendors agreements, equipment leading and installment sales contracts, etc.; as well as handling various environmental, health and safety issues.

Creativity
In order to successfully partner with our clients, it is important to understand their businesses and the markets in which they operate. Accordingly, we have been very active in many industry sectors in which the Firm's clients operate, acquiring a comprehensive understanding of the real estate and operational issues unique to those industries, the business challenges facing them, the service providers, and the various other relevant players. Consequently, we are not only able to identify legal issues raised in specific documents, but to understand their significance to the client, and assist in developing long-term creative solutions and preventative measures to reduce risk and enhance profitability. We also cultivate our industry networks in order to make helpful introductions to our clients, as and when appropriate. Some of the sectors in which we are particularly experienced include:

• Energy: Purchase, sale, transportation, storage, distribution, and development of electric, natural and compressed gas, petroleum and other forms of energy.
• Healthcare / Assisted Living: Hospitals and hospital systems, medical office buildings, senior living and other assisted living facilities, managed care companies, academic medical centers, medical device and biotech companies.
• Lodging and Leisure: Hotels and resorts, timeshares, theme parks, water parks, aquariums and other cultural attractions, concert venues, movie theaters, themed restaurants, sports/entertainment venues and similar projects.
• Manufacturing / Industrial: Sand and gravel, steel, chemical, coal, timber, cardboard, plastics, mining, silviculture, agriculture, construction, defense, heavy equipment, motor vehicles, engines, pharmaceuticals, food products, electronics, and consumer goods.
• Public / Private Partnerships: Development and/or operation of various public finance and urban mixed use projects, involving tax incentives, municipal parking, infrastructure and public authorities buildings, revenue sharing, ground leases, and partnership with various Economic Development and Empowerment Zone Agencies.
• Retail: Shopping centers, regional malls and strip centers, power and lifestyle centers, big boxes, airports, mixed use centers, boutiques and showrooms, as well as retailers, designers and merchandisers.
• Telecommunications: Easements, restrictions, licenses, development, maintenance and other agreements pertaining to fiber optic cable lines, head end sites, cell towers, satellite dishes, etc.
• Transportation: Trucking, aviation, heavy and light rail, as well as shipping and distribution.

Results
The extensive experience, acquired wisdom and business acumen of Crowell's CRE team is effectively leveraged to provide creative and pragmatic business solutions for our clients to successfully overcome the challenges they face in a highly competitive global environment, whether transactional, operational, regulatory, adversarial or otherwise.

For more information about Crowell & Moring's Commercial Real Estate Practice, please contact Barbara E. Champoux at (212) 895-4200.

Highlights