Practice Areas: Real Estate Development

Greater Washington-Baltimore Region Transactional Real Estate

McGuireWoods has built a strong reputation in the Greater Washington – Baltimore Region (GWBR) for providing a full range of sophisticated real estate services to clients through a team of experienced and highly regarded real estate transactions, finance, and workout professionals operating from Washington, D.C., Northern Virginia, and Maryland. We serve a diverse group of clients, including local and national lending institutions, retail, office, residential and mixed use developers and builders, urban redevelopers, international organizations, REITS, investment groups, hotels, golf course and resort developers, municipalities, nonprofit institutions and organizations, hospitals, universities and various public institutions.

Our GWBR team has the ability to work closely with attorneys in other McGuireWoods’ specialty areas as needed. For example, the real estate team includes the specialized experience of attorneys from our Restructuring and Insolvency Department for real estate workouts. For increasingly complex legislative and regulatory issues during all phases of the development or redevelopment process, we consult with our Land Use and Environmental colleagues.

Leasing

Our leasing work ranges from administering the documentation of ongoing leasing programs for property management or property-owning clients, to negotiating specialty leases for tenants of all types including retail, big box and anchor tenants, office leases and industrial, ground lease and entire building or project tenants.

Tenant Work

We do some of our highest profile work in leasing from the tenants’ perspective. A number of national corporations turn to us for representation when they lease space and sites for their operations, particularly in the D.C. – Baltimore area. We perform such a significant amount of work in this area that we are acquainted with most major participants in the real estate industry. Our work includes drafting and negotiating build to-suit leases, space leases, retail leases, and ground leases.

Landlord Work

We represent clients who own and manage properties for lease. We have developed streamlined leasing procedures for landlords who require identical forms for a particular development, relieving our clients from much of the burden of lease negotiation and administration. We represent landlord clients with GSA leasing needs. We also have experience representing local and state governmental entities in office lease negotiations, both on the landlord and tenant side, and have an understanding of how the involvement of a government agency impacts leasing negotiations.

Specialty Leasing Work

We often join multidisciplinary teams of lawyers representing clients in corporate acquisitions, dispositions or mergers. Through our work on transactions like these, we have become expert in specialty leasing arrangements including:

• Complicated leases requiring segregation of a portion of a large complex from the remainder, where extensive provisions regarding shared access, maintenance and utilities must be negotiated and documented.
• Lease portfolio acquisitions or mergers across the country and around the world.
• Disposition of leases during downsizing or pre- and post-bankruptcy petition filing. We advise leasing clients facing bankruptcy of either the landlord or the tenant or loan workout strategies. Tax or financing objectives drive others, such as lease-option arrangements devised to accommodate deferred purchase price payments.

Leasing Litigation

As an adjunct to our work representation of developers, property owners and managers in the creation of leasing programs, attorneys in our Commercial Litigation Department have significant experience litigating, in state and federal courts, all manner of leasing disputes ranging from common area maintenance claims, lease audits and monetary defaults, to construction-related build-out disputes.

Clients include Class A office developers and owners, national shopping center owners and developers, state pension funds, national and local retailers, and lenders. We are also called upon to represent institutional and anchor tenants in litigation related to their tenancy issues.

Site Acquisition & Disposition

We represent individuals in local transactions and dispositions, as well as leading Fortune 500 companies in their nationwide site acquisitions and dispositions. We negotiate the various purchase and sale contracts and related easement, declarations and ancillary legal documents. We are keenly aware of the critical business and legal issues involved in putting together a mixed-use development – such as tenant mix, overall center maintenance, protection of exclusive restrictions, among other issues. We have prepared condominium regimes in all three jurisdictions, including “condominiums within condominiums” where the retail, residential and office uses of a project are separated by condominium units, and the units are then established as individual retail or office or residential condominiums. We also can help investors acquire distressed assets or notes, and we also assist in the disposition of distressed asset portfolios.

Urban Infill

GWBR team lawyers have experience with multifamily development in town centers, and as an urban infill strategy as a cornerstone of new urban development. We have represented several developers of mixed-use urban infill projects and counseled them on the many issues that arise in connection with these projects.

These issues have included those arising from mixing retail, office and multifamily in the same buildings, zoning, subdivision and building code impediments, parking issues, structural design issues, private/public space issues, and mixed-use integration issues for home owner association documents. Our lawyers also have worked on issues connected with practical energy efficiency standards for multifamily units of various sizes.

Real Estate Finance

McGuireWoods has nearly 100 attorneys and paralegals practicing in our real estate transactions and capital markets, departments both of which include real estate finance transactions. Our clients are often Fortune 500 companies, including financial institutions and borrowers. Because we have represented clients on all sides of real estate finance transactions, our attorneys are able to view these transactions from a broad perspective. The multi-jurisdictional scope of our practice has also enabled us to streamline our work to obtain desirable results through economies of scale. Our experience in non-traditional transactions and other products has provided us a reputation beyond our geographic boundaries, as well as contacts and expertise that enable us to better serve our clients.

Our lawyers reflect an interdisciplinary approach and are drawn from our real estate transactions, banking and financial institutions, business taxation, creditors rights and bankruptcy, corporate finance, and securities regulation and enforcement practice areas. By combining our strengths and experience in all of these areas, we offer clients a broad range of services.

Real Estate Workouts & Restructuring

The well-rounded nature and experience of our lawyers involved in our real estate workout and restructuring practice group gives us the ability to develop effective, creative solutions for real estate businesses and financial challenges. We have decades of experience representing creditors, lenders, debtors, tenants, landlords, and holders and purchasers of distressed commercial real estate mortgages and distressed property portfolios in workouts and restructurings. The real estate product types we cover include office, retail, residential, industrial, hotel, restaurant, shopping centers, hospital and medical facilities, condominiums and technology facilities. We also can advise lenders and creditors as to GSA tenancies in foreclosure.

Our multidiscipline team consists of real estate lawyers, bankruptcy and creditors rights lawyers, litigators and financial services lawyers – each with a broad understanding of his or her individual role in a given workout or restructuring. All of our partners on this team are well-acquainted with the waves and troughs of the commercial and residential real estate cycles. We routinely address a broad spectrum of transaction types.

On one end of the spectrum, we address a one-of-a-kind situation where clients own or are secured by a single real estate asset in need of a workout arrangement or restructuring, due to a change in the market or a tenant bankruptcy with an unexpired lease. On the other end, we represent borrowers or lenders in entire portfolios of hundreds of distressed real estate assets. We routinely represent individual guarantors regarding their guaranty obligations and holders of distressed mortgages, and loan and tax assessment portfolios.

We have negotiated and prepared financial instruments in numerous financially distressed situations, including letters of credit, guarantees, inter-creditor agreements, debtor-in-possession financing agreements, chapter 11 exit financing agreements, loan modification agreements, springing guarantees, workout agreements, negotiable instruments, investor notes, collateral liquidation agreements, sale leaseback agreements, deeds in lieu and foreclosure documentation. We also handle significant lender liability situations and fraudulent conveyances, as well as formal bankruptcy work.

We understand and appreciate the underlying economic issues that drive the workout or restructuring, and the various roles, strengths and bargaining positions of each party involved. Counseling carefully and constructively with the client, we are equally at home accomplishing a client’s goals through negotiation, litigation, or a transactional or combined approach, which we decide on a case-by-case basis with each client.

Representative Workout/Foreclosure Transactions

• Represented major national lender in 47 middle market workouts and restructurings in 18 states in retail, office and industrial portfolios with various borrowers.
• Represented individual guarantor on a $114 million personal guaranty of “underwater” office park in metropolitan Washington, D.C. Proposed and created consensus among insurance company and traditional lenders that deed in lieu and “burn off” of guaranty as property performed over time was far preferable to lawsuit.
• Represented $8 billion national REIT in workout of restaurant portfolio nationwide.
• Represent various conduit lenders and construction lenders in loan restructures and workouts in mid-Atlantic region related to various types of properties (including condominium constructions).
• Represented national lender in the completion of entitlements for residential condominium project after foreclosure and subsequent sale by auction of units.
• Represented shopping center developer in restructuring a dozen loans on properties in 12 states. Which loans totaled about $100 million.

Green Buildings, Land Use & Zoning

We frequently handle zoning and land use matters for development projects in the GWBR. Among our recent projects, we have provided legal counsel for various banking, nursing home, educational and retail clients in conjunction with auxiliary zoning approvals, site conversions, expansions and relocations of existing or planned operations.

McGuireWoods has also been active in representing business clients and local governments regarding economic development initiatives, and urban infill and redevelopment projects. We support this traditional land use practice with a strong litigation team that has extensive experience in land use litigation.

Federal, State & Local Connections

The members of our GWBR real estate team have extensive contacts with federal, state and local government officials, as well as influential community and civic groups. Team members anticipate, identify and creatively address issues related to the acquisition, development and disposition of real property.

We put these relationships to work on our clients’ behalf to conduct feasibility analysis, analyze applicable development requirements, prepare necessary development-related applications, and present such proposals in meetings and public hearings before decision-making boards and commissions.

Projects include obtaining necessary development approvals, and providing transactional and finance solutions for office and industrial parks, shopping centers, regional shopping malls, hotels, restaurants, residential subdivisions, master planned communities, elderly housing facilities and a number of public-private redevelopment ventures throughout Washington, D.C., Northern Virginia and suburban Maryland.