Retail: Real Estate Transactions
Crowell & Moring has experience in a wide variety of commercial real estate transactions, as well as associated financing and ownership structuring in the retail industry. Our attorneys represent shopping center developers in all phases of development projects; lenders and investors involved in retail companies and development projects; retail companies in mergers and acquisitions; all parties in commercial leasing, facility operating and management agreements for various retail projects; all parties to construction, architects' and project management agreements, and related matters pertaining to the development of retail projects and tenant build-outs. We regularly work with clients spanning the spectrum of the retail, mixed use and related industries on a variety of commercial leasing transactions, having extensive experience negotiating ground leases, space leases, net leases and other tax advantaged leases, as well as ancillary matters, such as guarantees and letters of credit, space design and construction, subleases, concessions/licenses, brokerage agreements, parking agreements, reciprocal easement agreements, non-disturbance agreements, air rights, environmental site assessment, equipment leasing and the like.
Representative projects include, among other things: shopping centers, strip mall and other retail development projects; mixed use urban redevelopment; public/private partnerships; loan workouts and restructures, bankruptcy sales and debtor-in-possession financing; acquisition and disposition of stand-alone properties and portfolios; and entrepreneurial diversification, expansion, credit enhancement and joint venture/strategic alliance work. Our mixed use projects include the acquisition, financing, development, construction and/or operation of hotels and resorts, sports/entertainment venues, urban shopping destinations (including a range of tenants from "big box" to boutique), theme parks, aquariums and other cultural attractions, concert venues, movie theaters, themed restaurants, and similar projects throughout the United States.
As a result of Crowell & Moring's many years of working with clients on retail and mixed use projects, our attorneys are uniquely adept at providing clients with assistance in these matters. We have assisted developers, owners and operators of various power and lifestyle centers, regional shopping centers, strip centers and stand-alone big box stores with, among other things, securing locations to suit demographic needs, skillfully navigating the regulatory approval and environmental audit quagmire, structuring appropriate ownership, joint venture and investment vehicles, successfully managing construction and design teams, selecting and documenting appropriate management relationships, raising sufficient capital and governmental incentives, negotiating with vendors, suppliers and concessionaires, effectively managing and leveraging their brand, and attracting compatible sponsors and strategic allies.
Representative matters in the retail industry include:
- Representation of numerous tenants and subtenants in connection with their leasing and operating needs in urban, suburban and rural areas across the country and Canada, including offices, restaurants, warehouses, manufacturing plants, distribution facilities, showrooms, hotels, theaters, stores, etc.
- Representation of developers/operators of numerous mixed use, shopping malls and retail strip centers, handling site assemblage, construction and design, construction and permanent financing, leasing and operational matters, ranging from $40Million to $200Million.
- Representation of an institutional lender and syndicator in connection with the development of two mixed-use facilities (Phase I and II) in White Plains, NY for approximately $150Million each, involving hotel, office, retail and residential components, and participation of the loan.
- Representation of a developer/operator of various urban mixed use facilities across the country, including working with local governmental authorities along with economic development and empowerment zone authorities in securing various incentives, public roadways, reciprocal parking arrangements, infrastructure development, sale/leasebacks, etc.
- Representation of an owner/operator in negotiating ground leases with governmental authorities across the country, for the development and/or operation of theme parks and other public use facilities.
- Representation of hotel operators, franchisors and franchisees in connection with negotiation of restaurant franchise and construction agreements.
- Representation of the world's largest regional theme park operator, being involved for several years in aspects of its operations, acquisitions, development, construction, financing and ancillary matters, including: negotiating management agreement, cash flow agreement, reciprocal easement agreement, ground lease, purchase option, lease of a lake, etc. in connection with an urban entertainment facility; negotiating store leases in regional malls for children's entertainment experience; negotiating office and back office space leases; negotiating hotel and leisure facility management and operating agreements, with both private and governmental owners; negotiating hotel development and joint venture agreement; negotiating financing arrangements; negotiating concession and license agreements; securing liquor licenses and various other operating licenses and permits; and handling various environmental and land use matters.
[Also see: Crowell & Moring's Financial Services: Commercial, Structured & Real Estate Finance Practice]