Background - Practices (Details)
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 lawyers 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 in 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 more. 

Representative projects include shopping centers, strip mall and other retail development projects, mixed-use urban redevelopment, public/private partnerships, loan workouts and restructurings, 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 stores), 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 lawyers are uniquely adept at providing clients with assistance in these matters. We have assisted numerous clients with securing locations to suit demographic needs, skillfully navigating the regulatory approval and environmental audit quagmire, structuring appropriate ownership, joint venture and investment vehicles, managing construction and design teams, selecting and documenting appropriate management relationships, raising sufficient capital and governmental incentives, negotiating with vendors, suppliers and concessionaires, managing and leveraging brands, and attracting compatible sponsors and strategic allies.

Representative Engagements

  • Represented numerous tenants and subtenants in connection with 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.
  • Represented developers/operators of numerous $40 million to $200 million matters on behalf of mixed-use, shopping mall and retail strip centers, handling site assemblage, construction and design, construction and permanent financing, leasing, and operational matters.
  • Represented 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 $150 million each, involving hotel, office, retail, and residential components, and participation of the loan.
  • Represented 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, and sale/leasebacks.
  • Represented 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.
  • Represented hotel operators, franchisors, and franchisees in connection with negotiation of restaurant franchise and construction agreements.
  • Represented the world's largest regional theme park operator, providing guidance on numerous aspects of its operations, acquisitions, development, construction, financing, and ancillary matters such as:
    • Negotiating management agreements, cash flow agreements, reciprocal easement agreements, ground leases, purchase options, lease of a lake, etc., in connection with an urban entertainment facility.
    • Negotiating store leases in regional malls for a 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 a 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.