Ropes & Gray’s Real Estate Practice Group applies a rare combination of sophisticated real estate, finance and environmental expertise to provide practical, innovative solutions to a variety of domestic and international real estate-based transactions. Our clients include investment funds, private equity firms, pension trusts, operating companies, private investors and educational and health care institutions.

Real Estate Investments, Distressed Real Estate and Distressed Real Estate Loans

With a team of over 75 highly skilled attorneys working with and within our real estate practice, including 30 lawyers specifically focused on real estate issues, we have a wealth of experience in evaluating, negotiating, and structuring a wide variety of transactions such as joint ventures, investment funds, co-investments, permanent and construction mortgages and participating mortgage investments, warehouse loans, mezzanine loans, trusts, private REITs, acquisitions, sales and other real estate-based arrangements.

Since the financial upheaval in 2008, we have continuously counseled our clients with respect to investments in distressed real estate and distressed real estate loans. We tackle the full range of transaction variables, such as the type of asset being acquired, transaction structure (including bank auctions, private sales and 363 and other bankruptcy sales), cross-border considerations, inter-creditor and bankruptcy issues.

We regularly represent The Baupost Group, Harvard Management Company, PIMCO, Siguler Guff & Company, APG Asset Management, CommonWealth REIT and the pension trust of General Motors in evaluating, negotiating and structuring distressed, performing and other real estate investments throughout the capital stack.

Recent representative matters include:

• Advised a pension fund asset manager in connection with a joint venture to acquire market dominant malls throughout the United States. The acquisitions had a gross asset value in excess of $1.5B and included Montgomery Mall (Bethesda, MD), West County Center (St. Louis, MO) and CoolSprings Galleria (Nashville, TN), as well as joint venture interests in Oak Park Mall (Kansas City, KS) and Pearland Town Center (Pearland, TX).
• In a series of transactions, having an aggregate value in excess of $1.5B, helped an investment company acquire distressed commercial real estate loans and foreclosed commercial real estate (REO) from several troubled banks.
• Advised a preeminent global hedge fund in a joint venture with an international hotel operator to acquire ten Hilton hotels from Morgan Stanley across Europe, including in Barcelona, Brussels, Dusseldorf, Luxembourg, Paris and Zurich. The acquisition involved a complex restructuring of the multiple tranched portfolio debt held by Barclays Capital, as well as a joint venture to acquire debt and equity positions in a distressed multi-use development project in downtown Atlanta with an aggregate capitalization of approximately $1B.
• Advised a publicly traded REIT in its $390M acquisition of the 600 West Chicago office building complex (formerly the Montgomery Ward catalog warehouse), including a combined 1.5 million square feet of office and retail space as well as an adjacent office building, two garages and a portion of the “Riverwalk” esplanade along the Chicago River.

Private Equity / Mergers and Acquisitions

We regularly deal with complex real estate aspects of mergers and acquisitions, leveraged buyouts, financings, restructurings, bankruptcies, bond offerings and divestments by private equity firms and their portfolio companies. Our real estate and environmental expertise compliments Ropes & Gray’s private equity, tax, intellectual property, securities and litigation attorneys in providing world-class service to our clients on a wide range of high-profile transactions.

Recent representative matters include:

• A complex $1B bankruptcy asset sale of a global telecommunications company, focusing on all real estate aspects of the transaction, from performing the diligence to preparing the stalking horse bid to negotiating the transfer of real estate assets around the world.
• Represented private equity consortiums in connection with the Dunkin Donuts acquisition and financing involving hundreds of store sites and the Outback Steakhouse chain acquisition and real estate securitized financing involving over 300 restaurants.
• Advised a private equity investor in connection with its recently formed real estate investment fund, involving the formation and negotiation of four joint venture arrangements committed to deploy over $200MM in investments.

Tax-Exempt and Endowment Clients

Our work for institutional clients, tax-exempt entities and endowments such as schools and colleges, hospitals, pension funds and governmental agencies involves close collaboration with our tax, bond, health care, public law, colleges and universities and ERISA groups. Our experience includes designing joint venture, partnership, leasing, and loan arrangements to avoid unrelated business taxable income, while taking advantage of available tax benefits, governmental reimbursement programs and tax-exempt financing. We are also well versed in the ERISA considerations that affect the structure of real estate investments.

Recent representative matters include:  

• Ongoing representation of the pension trust of a Fortune 100 company with respect to all of its direct investments in real estate, including the recent $560MM sale of The Mall at Green Hills in Nashville, TN and The Gardens on El Paseo and El Paseo Village in Palm Desert, CA. The purchase price included approximately $206MM in assumed debt, up to $80MM of UPREIT partnership units and approximately $274MM in installment notes. 
• Counseled an Ivy League university in the multi-state sale of approximately 250,000 acres of timberlands to a Fortune 500 public company for $330MM, including the negotiation of the assumption of outstanding mortgage debt.

Leasing

We represent a wide range of clients in connection with their leasing activities, including sale-leaseback transactions, ground leases, design and construction contracts for the build-out of leased space, and whole building net leases. We also represent Fortune 500 companies, major financial services firms and private equity clients in connection with their leasing activities for headquarter and other office space. Our leasing experts also have deep familiarity with the Manhattan market.

Recent representative matters include:

• Represented a start-up biotechnology company in connection with two whole-building net leases from the Massachusetts Institute of Technology for laboratory and office use, including negotiation of the construction management, design and construction contracts for the build-out of the lab space.
• Advised a major private wealth bank in large retail and office leases at Rockefeller Center and Time Warner Center.
• Represented major, international fashion house as tenant in a 37,000 square foot lease of its new headquarters in Midtown Manhattan. The lease represented a value of $28MM over the 15‐year term.
• Advised a boutique law firm in its lease of two floors of a landmarked Midtown tower (which was one of the ten largest office lease transactions in Manhattan during the second half of 2010) and represented a couture fashion design house in the relocation of its Manhattan headquarters.

Environmental Law

We regularly advise clients on the full range of environmental issues arising in real estate acquisition, financing, and investment transactions as well as with ongoing remediation and long outstanding contaminated sites. This work includes advice on zoning and permitting processes, the investigation, cleanup and redevelopment of contaminated properties, the drafting and implementation of institutional controls, the procurement of environmental insurance, the negotiation and administration of consent decrees, and the management of potentially risky building conditions such as asbestos, mold and PCBs. Ropes & Gray has nationally recognized expertise in Superfund, toxic substance control, energy and other regulatory programs that affect the real estate industry.

Recent representative matters include: 

• Advised the Town of Westwood, Massachusetts Planning Board in connection with its role as lead municipal permitting agency for the Westwood Station Project. Westwood Station is a proposed 4.5 million square foot, $1.5B, mixed-use, transit-oriented redevelopment project. The project raised significant issues related to sustainable design and LEED certification, transportation management, environmental protection and “new urbanism.”
• Represented one of two settling defendants responsible for the investigation and cleanup of the Industriplex Superfund Site in Woburn, Massachusetts, one of the earliest entries on the National Priorities List. The case involved defense of government cost recovery and Natural Resource Damage claims and currently addresses the potential development of solar and other renewable energy generation facilities on otherwise unusable portions of this former pesticide and glue plant. 

Contact

For further information on the Real Estate Group’s practice, please contact:

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