We provide effective and sophisticated representation for commercial real estate transactions as well as for business transactions.
Representative Transactions
Financing
- Borrower’s counsel for $40,000,000 senior and $4,000,000 mezzanine financing of California mobile home park.
- Borrower’s counsel for $8,000,000 construction loan from Fox Chase Bank for multi-family project in Philadelphia, including Historic Tax Credit financing.
- Borrower’s counsel for $13,500,000 permanent loan on BJ’s property in Philadelphia from RAIT Funding.
- Borrower’s counsel for $15,350,000 permanent loan on multi-family project in Philadelphia from New York Community Bank.
- Borrower’s counsel for $9,520,000 loan on mobile home park in New Jersey from Oritani Bank.
- Borrower’s counsel for $9,400,000 construction loan from Bancorp Bank for multi-family residential project in Philadelphia, including Historic Tax Credit financing.
- Borrower’s local counsel for assumption of $11,460,000 loan from Sovereign Bank for acquisition of apartment complex in Pennsylvania.
Borrower’s counsel for $6,100,000 refinancing loan from New York Community Bank for apartments in Chester, PA. - Borrower representation for $10,975,000 permanent financing from JPMorgan Chase Bank of shopping center in New Jersey.
- Borrower representation for $92,400,000 permanent financing from JPMorgan Chase Bank of outlet mall in Lancaster, PA, including defeasance of existing permanent loan from Bear Stearns.
- Borrower representation for $23,000,000 permanent financing from Principal Life Insurance Company of shopping center in New Jersey.
Real Estate Sales and Acquisitions
- Buyer’s counsel for $21,400,000 acquisition of tenant-in-common interest in multi-family project in Pennsylvania, including permanent loan from Berkadia Commercial Mortgage.
- Buyer’s counsel for $26,000,000 acquisition of office complex in Pennsylvania, including permanent loan from Beneficial Mutual Savings Bank.
- Seller’s counsel for $24,400,000 sale of shopping center in New Jersey.
- Buyer’s counsel for acquisition of business assets of commercial electrical contractor in Delaware.
- Buyer’s counsel for acquisition of$18,500,000 apartment complex in Cleveland, Ohio with mortgage financing from John Hancock and preferred equity financing from One Cleveland Financial Group. Property is being offered to tenant-in-common buyers.
- Seller’s counsel for sale of $28,627,000 supermarket property in Worcester, MA, including assumption of existing $25,059,000 loan from Manufacturers and Traders Trust Company.
- Buyer’s counsel for acquisition of$6,000,000 defaulted loan on multi-family residential property in Philadelphia.
- Seller’s counsel for sale of twoCVS stores located inHouston, Texas, including tiered-structure with sale of entity interests to allow for assumption of existing financing from Wells Fargo Bank.
- Representation of Philadelphia Fraternal Order of Police for sale of headquarters building and acquisition of new headquarters building, including $6,400,000 construction financing from Firstrust Bank.
- Seller representation for sale of 260,000 sf manufacturing facility in Philadelphia for $10,000,000.
- Buyer representation for acquisition of$34,000,000 property in Stamford, CT for residential development, including $67,000,000 acquisition/construction financing from Citizens Bank.
- Buyer representation for acquisition of 300+ acres at light rail stop in New Jersey for development into residential, retail and office community, including $5,775,000 loan from Wells Fargo Bank, National Association for acquisition and initial development costs.
Retail and Commercial Leases
- Landlord’s counsel for in-line and free-standing retail leases, including JPMorgan Chase Bank, Sleepy’s, AT&T, Cheddar’s, Qdoba, Pet Valu, Trader Joe’s, Target, Wal-Mart, Home Depot, Dollar General, Genuardi’s, Lowe’s, Harmon Cosmetics, McDonalds, Wawa, Staples, Wachovia Bank, Cingular, Commerce Bank, CVS, TJ Maxx, Radio Shack, Giant Foods,
Metro Supermarkets, Hallmark, SuperValu Supermarkets, Hibbett Sporting Goods, Starbucks, Blockbuster, and The Limited. - Tenant’s counsel for eleven restaurant locations in Philadelphia.
- Tenant’s counsel for commercial and retail leases, including shopping center and mall retail spaces, medical facilities, offices, and warehouse space.
1031 Transactions
- Served as Exchange Accommodation Titleholder forIRC-1031 reverse exchanges, including structures that allowed development and construction costs to be separated from acquisition costs to prevent seller from being characterized as a developer.
- Buyer’s counsel for acquisition of multipleCVS stores as replacement properties for “net zero” transactions, including assumption of existing financing with loan pay-down and re-advance to meet IRC 1031 investment criteria.
- Qualified Intermediary and IRC 1031 advisor for acquisition of$11,000,000 replacement property by six tenants-in-common.
- Served as Qualified Intermediary for business property exchange with helicopters.
- Structured IRC-1031 improvements exchange serving as QI for acquisition of leasehold interest to allow improvements to be constructed prior to replacement property acquisition.
- Buyer’s counsel for acquisition of $5,600,000 Walgreen’s property in Delaware as replacement property for IRC 1031 exchange.
- Buyer’s counsel for acquisition of tenant-in-common interest in apartment complex in Pennsylvania as replacement property for IRC 1031 exchange with $7,600,000 financing from Keycorp Real Estate Capital Markets, Inc.
- Seller’s counsel for sale of three CVS stores in Texas and Minnesota to buyer needing to transact 1031 Exchange in order to avoid recognition of gain from lender’s foreclosure of property leased to Circuit City.
Opinions of Counsel
Many fixed-rate, long term commercial real estate loans are intended to be sold into the commercial mortgage-backed securities (CMBS) market or otherwise are structured to meet CMBS guidelines. The guidelines include the requirement that the borrower entity be formed in Delaware – most commonly a Delaware limited liability company – because Delaware law allows specific provisions to be incorporated into the loan documents and into the entity formative documents that protect the lender’s interests.
The CMBS guidelines require that if the borrower is a Delaware entity, the borrower provide specific legal opinions issued by Delaware counsel. The Delaware “State Law” opinion assures the lender as to matters affecting the borrowing entity, such as due formation and existence, and as to matters affecting the loan, such as due authorization and execution of the loan documents. The Delaware “Authority to File” opinion assures the lender that the provisions in the loan and formative documents restricting borrower bankruptcy filings will be enforceable.
We have provided Delaware legal opinions for over 100 loan transactions in the past three years, including opinions to almost all national and CMBS lenders, and to lenders making FNMA and FHLMC backed loans. Our extensive experience with lender law firms allows us to provide the opinions with high efficiency, minimizing the time and cost of borrower’s primary counsel and of lender’s counsel. Additionally, we can provide guidance on drafting the borrower entity documents
and on structuring the entities.