REAL ESTATE
Gorman & Miller’s real estate practice provides both transactional and litigation-related services. The firm has expertise in handling purchases and sales, distressed debt workouts and bankruptcy sales, mortgage financing, exchanges, leases, co-tenancies, partition actions, easements and boundary disputes, and construction contracts and disputes. We also represent California licensed real estate brokerage companies on organizational and regulatory matters. There are three senior attorneys in our firm’s real estate department with a combined total of over 100 years of experience in commercial real estate transactions.
For more information on our real estate attorneys, please click on the following links: Ken Miller, Roy Geiger, Jonathan Blau, Alyssa Fujii, Joe Bolnick.
Recent transactions include the representation of the buyer-landlord in the sale-leaseback of 80 Walgreens stores, the representation of the buyer-landlord in the sale-leaseback of 194 bank branches, representation of the buyer in the acquisition of limited liability companies owning the $200 million UBS investment banking headquarters building, and representation of the Benevolent Protective Order of Elks in connection with the construction of the $20 million Elks Lodge in Palo Alto, California.
Real estate finance transactions handled by our real estate attorneys include golf courses, office buildings, corporate headquarters, high rise apartment complexes, casinos, hotels, shopping centers, multi-use projects, residential housing developments and medical centers, in several states including California, Texas, Washington, Florida, Illinois and Nevada, to name but a few. Our attorneys have been involved in construction financing, as well as purchase money and take-out financing, and have handled workouts of complex transactions gone awry. They have represented both lenders and borrowers in these transactions and have worked through the boom-and-bust cycles not only of the past two decades, but of the 80’s and 90’s, time periods when significant legislation was enacted to address legal issues that the downturns revealed, some of which our attorneys helped draft.
NET LEASE EXPERTISE
Our real estate department has extensive expertise in the representation of owners and buyers of net leased commercial property. In a net lease, all or substantially all of the property expenses (such as property taxes, insurance and maintenance) are paid by the tenant. Accordingly, an investment in a property subject to a long term net lease is a relatively passive investment, and buyers of net leased property often purchase such properties outside of their state of residence. We have handled net lease property acquisitions in most states. When appropriate, we associate with top local counsel in states other than California.
We have successfully handled over $7 billion in real estate sales, sale-leasebacks, and financings throughout the United States since 1999. We have also helped structure or advised clients on Section 467 rental agreements, credit tenant lease financing, drop & swaps, residual value financing, qualified opportunity funds, Delaware statutory trusts, and Section 1031 forward and reverse exchanges.
REPRESENTATIVE NET LEASE TRANSACTIONS
We were lead counsel to the buyer of the $260 million Sanofi U.S. headquarters complex in Bridgewater, New Jersey.
We were lead counsel to the buyer of the 664,000 square foot Dow Texas Innovation Center in Lake Jackson, Texas.
We were lead counsel to the buyer-landlord in the sale-leaseback of 80 Walgreens Stores in 12 states.
We were the lead counsel to the buyer-landlord in the sale-leaseback of 9 Gold's Gyms in Texas and Oklahoma.
We were lead counsel to the buyer of the Alcon Laboratories' 882,000 square foot contact lens manufacturing facility in Johns Creek, Georgia, subject to the Alcon lease. The acquisition was structured as a reverse tax free exchange.
We were lead counsel to the buyer-landlord in the sale-leaseback of 89 bank branches operated by BMO Harris Bank.
We were lead counsel to the buyer-landlord in the sale-leaseback of 105 bank branches operated by Citibank.
We were lead counsel to the buyer in the acquisition of the 770,000 square foot UBS investment banking headquarters.
We were lead counsel to the buyer-landlord in a $125 million sale-leaseback and financing of eleven Sierra Health Services, Inc. medical/office facilities. We worked with the tenant’s senior management to arrange the lease and financing to qualify for off balance sheet treatment on the tenant’s financial statements.
We were lead counsel to the buyer in a sale-leaseback and financing of 21 Rite Aid Stores located in 9 states. In a second Rite Aid sale-leaseback, we represented a real estate investment fund in the formation of a joint venture and in the joint venture’s subsequent sale-leaseback and financing of 35 Rite Aid stores.
We were lead counsel to the buyer in the acquisition and financing of 31 Checker, Schucks, and Kragen auto parts stores in a transaction which closed six days following the signing of a letter of intent.
We were co-counsel to the buyer in the sale-leaseback and conduit financing of six department stores spun off from The Limited. The transaction (including the conduit financing) closed in 12 days from finalization of the letter of intent.
We were lead counsel to Fleetwood (then a fortune 500 company) in the sale-leaseback of 22 Fleetwood retail stores. We helped structure the lease to satisfy the concerns of both the lender and Fleetwood’s auditor.
We were lead counsel to the buyer in the $100+ million acquisition and financing of a portfolio of 90 Taco Bell restaurants in four states.
We were lead counsel to the buyer in the acquisition of a majority interest in a partnership owning a $100+ million of a portfolio of Sofitel hotels.
We represented the buyers in the acquisition and residual value financing of six Best Buy stores.
We were lead counsel to the buyer in two sale-leasebacks and financings of portfolios of a total of 45 Pep Boys stores in 12 states.
We were lead counsel to the buyer in the $200+ million acquisition of a portfolio of office buildings net leased to Bristol-Myers Squibb Company.
We represented the buyer in the acquisition of a portfolio of remainder interests in 13 office and retail properties (with over two million square feet of space) net leased to investment grade tenants.
We represented the buyer in the acquisition of the beneficial interest in a Delaware business trust owning a dark K-Mart store in Texas. We later represented the buyer in a three party transaction in which K-Mart paid a termination fee to cancel its lease and Cingular entered into a net lease of the premises and paid for tenant improvements. We structured the lease to satisfy the requirements of both Cingular and the special servicer of the underlying securitized mortgage financing.
We represented the buyer in the acquisition of a limited liability company owning an $84 million portfolio of net leased property.
RECENT PUBLICATIONS
K. Miller, "Net Leases & Sale - Leasebacks, A Guide to Legal, Tax & Accounting Strategies", Practising Law Institute (2016-2022)
J. Bolnick, Revisiting Clear Channel - Acquiring Real Property in a Section 363 Bankruptcy Sale “Free and Clear” of Liens, 20 Am. Bank. Inst. L. Rev. 517 (2012)
J. Bolnick and K. Miller, Acquiring Real Property from a Bankrupt Seller, 47 Real Prop. Tr. & Est. L.J. 413 (2013)
K. Miller, Using Letters of Credit, Credit Default Swaps and other Forms of Credit Enhancement in Net Lease Transactions, 4 Va. L. & Bus. Rev. 1 (2009)
H. Steinberg and R. Geiger, Litigating Fraudulent Conveyance Claims, Chapter 17, Bankruptcy Litigation 2nd Ed. (Thomson West)
R. Geiger, T. Roberts & I. Waldman, Legal Opinions, Chapter 8, California Real Estate Finance Practice: Strategies and Forms (CEB)
R. Geiger & M. Allen, Fool with a Pen, 28 Los Angeles Lawyer 35 (Jan. 2006)
R. Geiger & J. Hindmarsh, A Brief History of Rents: The Evolution of Assignments of Rents and Related Enforcement Procedures in California, 7 Miller & Starr Real Estate Alert 261 (No. 5 May 1997)