Distressed Real Estate Capital Markets



Roetzel's distressed real estate capital markets group addresses the needs of clients seeking a full-service, "cradle-to-grave" approach to their distressed real estate needs. The distressed real estate capital markets group brings together the Firm's leading attorneys in the areas of:

  • Capital raising for distressed real estate funds
  • Acquisition of distressed loans and REO properties from financial institutions and governmental sellers
  • Providing a national real estate workout and bankruptcy solution to maximize the value of the real estate assets

CAPITAL RAISING
The group's attorneys have been involved in billions of dollars of structured real estate finance offerings ranging from highly structured, to public and private securitization transactions, reverse acquisitions into publicly traded entities, REIT debt and equity offerings, sophisticated limited partnerships and joint ventures, hard money lending and distressed real estate funds. Whether seeking to raise investment funds through large and small institutional investors or through a network of high net worth individuals, our group can navigate the securities and tax law issues our clients will face in the process.

Clients may also seek to leverage their acquisitions through large lines of credit from commercial and investment banks and other institutional lenders. The group's lawyers have experience negotiating and documenting billions of dollars of "warehouse" lines of credit as well as single asset financings involving senior, mezzanine and subordinate structures.

LOAN AND REO ACQUISITIONS
Whether you seek to acquire assets from banks, the federal government or other institutional or private sellers, our group has the experience dealing with straight asset acquisition agreements to structured purchases involving seller take-back financing and first-loss and other seller concessions. The group has also worked both on sales with heavily negotiated representations and warranties and those with little to none other than good title to the assets. The acquisition process can be very complicated and require a sophisticated understanding of the nuances of the various structures available to the parties, not to mention the pitfalls to be avoided.

REAL ESTATE WORKOUT AND BANKRUPTCY
After the fund raising and acquisition phases are complete, distressed real estate owners face a myriad of issues in their attempt to maximize value and cash flow from the portfolio. The loan and REO owner will need multiple land use, zoning, development and completion, leasing, workout and loss mitigation strategies that require creativity and excellent negotiating and drafting skills from the legal team. The Firm's real estate and bankruptcy teams work closely together to help execute the client's multiple strategies. Our groups are extremely well suited to act as national coordinating workout and bankruptcy counsel and to address all of the issues that arise in the value recovery process.
Having a major presence in the highly volatile Florida markets, our attorneys are ahead of the curve in real estate workout and loss mitigation strategies. We have already been involved in many large, complex real estate workouts and bankruptcy actions on behalf of lenders, developers, funds, property associations, governmental entities, architects, engineers and contractors. Our firm has served as national real estate counsel for several national retailers. Our attorneys have also worked on restructurings and foreclosures of very large, under collateralized lines of credit secured by multiple pieces of real estate collateral with multiple lenders.

Our People

Representative Services

CAPITAL MARKETS / BANKING AND FINANCE

  • Fund raising and formation documentation
  • Structured real estate finance and large leverage facilities
  • Public and private securities offerings, reverse acquisitions and M&A
  • REIT debt and equity
  • Structuring limited partnerships and joint ventures
  • Single asset financings involving multiple credit tranched structures
  • Distressed loan and REO sales/acquisitions and due diligence

REAL ESTATE, LAND USE AND CONSTRUCTION:

ENTITY FORMATION

  • Distressed fund formation
  • Condominium and homeowners' associations
  • Entity selection - LLC's, limited partnerships, real estate trusts
  • Joint venture relationships
  • REITs

ACQUISITION AND DISPOSITION

  • Brokerage agreements
  • Easements and rights of way
  • Environmental due diligence and wetland permitting
  • Like-kind exchanges
  • Oil and gas leasing
  • Pre-acquisition due diligence and pre-disposition preparation
  • Purchase agreements and options
  • Tax structuring
  • Title insurance and closing services

FINANCING AND CAPITAL FORMATION

  • Commercial mortgage lending
  • HUD
  • Warehouse loan documentation and closing
  • Seller finance
  • Syndications
  • Other structured financings

DEVELOPMENT AND CONSTRUCTION

  • Comprehensive plan amendments
  • Construction contracting
  • Developments of Regional Impact
  • Development agreements and public/private partnerships
  • Land use and zoning
  • Subdivisions and platting
  • Filings with the Division of Florida Land Sales
  • Restrictive covenants

MANAGEMENT

  • Brokerage agreements
  • Leasing
  • Management agreements
  • Real estate tax and assessment matters
  • Transitions from developer to owner association control

LITIGATION

  • General real estate litigation
  • Construction claim arbitration, mediation, and litigation
  • Covenant enforcement for condominium, cooperative, and homeowners' associations
  • Eminent domain and condemnation proceedings
  • Evictions and landlord-tenant disputes
  • Foreclosures
  • Construction lien matters
  • Mold and environmental-related matters
  • Zoning and growth management

BANKRUPTCY AND CREDITORS' RIGHTS / WORKOUT STRATEGIES REORGANIZATIONS AND LIQUIDATIONS

  • Chapter 11 plans and disclosure statements
  • Claims litigation
  • Creditor Composition Agreements
  • Creditors' Committee representation
  • Debtors' representation
  • Sales of assets and going-concern businesses

BANKRUPTCY AND COMMERCIAL LITIGATION

  • Assumption or rejection of executory contracts
  • Defense or prosecution of fraudulent transfer actions
  • Defense or prosecution of preferential transfer actions
  • Dischargeability actions

LOAN DOCUMENTATION AND ADMINISTRATION

  • Assignment of claims and collateral
  • Debtor-in-possession financing
  • Loan modifications, forbearance and workout agreements
  • Secured transactions

CREDITOR REPRESENTATION

  • Cognovit actions
  • Creditors' committee representation
  • Discovery of assets
  • Foreclosures and receiverships
  • Reaffirmations
  • Replevin actions
  • Relief from stay

Representative Matters

CAPITAL MARKETS, LOAN AND REO ACQUISITIONS

  • Representation of fund managers in fund formation and capital raising for real estate investment activity, including acquisition of real estate debt and equity interests
  • Assisted with real estate syndications (including preparation of offering circular and attending to securities/blue sky law requirements) regarding purchase and eventual sale of 472 unit apartment complex - $4.5M of equity and $39M credit facilities; 272 unit apartment complex - $2.5M of equity and $21M credit facility
  • Corporate finance experience, including early stage fundings, private placement transactions, PIPE's and public offerings of equity and debt securities
  • Underwriters' counsel in various initial and follow on public offerings
  • Issuer's counsel in various initial and follow on public offerings and PIPE transactions
  • Represented various multinational financial institutions in the provision of credit facilities to a variety of businesses
  • Formed real estate limited-liability companies or limited partnerships to be used by foreign nationals for investment in U.S. real estate
  • Represented the Resolution Trust Corporation (RTC) to investigate and evaluate real estate assets and loans of insolvent savings and loan associations, and made recommendations to the RTC regarding potential liability of officers and directors of such savings and loan associations
  • Representation of investor groups purchasing assets from the RTC (non-conflict situations)
  • Represented financial institutions in leasing, acquisition, and divestiture of real estate for retail branches, major business centers and office space
  • Structured construction financing for a resort condominium development in both the senior and mezzanine positions
  • Acted as purchaser's counsel in the acquisition of a $55 million mixed use development and the simultaneous sales of building sites for 1000 apartments, 770,000 square feet of industrial space, 30,000 square feet of office space and 125,000 square feet of retail space
  • Acted as developer's counsel in closings of Community Development District bond financings and acquisition of conservation areas and storm water facilities
  • Represented lender in $670 million construction loan for mixed-use project in New York, New York
  • Represented a developer in the acquisition and development of industrial property in Las Vegas, Nevada
  • Represented lender in $120 million participation deal
  • Prepared loan documentation and closed loans on behalf of institutional lenders for loans, including:
    - $48 million construction financing for a large office complex
    - $22 million financing for acquisition of large apartment complex in South Carolina
    - $17 million financing for simultaneous acquisition of properties in Massachusetts and Florida
    - $17 million acquisition financing for a multistate manufacturing company
    - $15 million revolving and term debt for a U.K. company and U.S. subsidiary
    - $12.75 million refinancing of properties in 15 states
    - $12.5 million construction loan for an office / warehouse project
    - $12.1 million Acquisition and Development Loan for an industrial and commercial project
    - Structured credit facilities funds for the hospitality industry and for assisted living and skilled nursing facilities
  • Represented lenders and borrowers in documenting billions of dollars of asset-based loans and revolving lines of credit
  • Prepared commercial loan documentation for investment real estate loans secured by office buildings, single and multi-family development projects and shopping centers
  • Represented several grocery store anchored shopping centers in financing and outparcel sales in various locations throughout Florida
  • Represented boutique hotels in niche market locations in southern Florida in site acquisition and securing construction loans
  • Represented a 400-unit apartment complex in Jacksonville, Florida in a construction loan
  • Provided counsel for the acquisition and infrastructure loan for a marina and property, which was the largest such sale in Cape Coral, Florida's history
  • Represented a 470-unit apartment complex in Pennsylvania in a construction loan
  • Provided counsel regarding a construction loan for a 123-room suite hotel in Ohio, which is owned by an international hotel corporation
  • Represented a financial institution in numerous loans made to a joint venture of a national developer and a publicly traded institutional investor for the acquisition and development of retail, multi-family residential and mixed-use real estate projects throughout the country

REAL ESTATE WORKOUT AND BANKRUPTCY

  • Handled workouts, restructures, and foreclosures of loans secured by real estate, including loans secured by hotels and health care facilities
  • Represented insured in the insurance claim involving complex transnational creditors' rights laws as they affect Florida title laws
  • Negotiated numerous comprehensive plan amendments and project development agreements with local environmental organizations and property owner groups
  • Received unanimous approval from Collier County Commission for Comprehensive Plan amendment to incentivize and quadruple potential number Transfer of Development Rights (TDR) dwelling units available in Rural Fringe of County through enhanced environmental preservation, and government conveyance
  • Representation of both developers and financial institutions in loan workout matters, including those involving forbearance agreements and loan modifications
  • Representation of developers and investors in multi-million dollar transactions involving commercial, multi-family residential, and industrial real estate acquisitions, leasing, management and dispositions
  • Representation of syndicates in the formation of entities to acquire and operate income-producing real estate
  • Counsel for marinas and marina redevelopment projects, including counseling with regard to use of sovereign submerged lands and other issues related to development of uplands and adjacent submerged lands
  • Developer's counsel on numerous large real estate development projects throughout Southwest Florida including single family and multi-family residential, commercial, retail and industrial
  • Negotiated favorable settlements on preference claims and/or persuaded trustees/debtors to dismiss other such claims
  • Negotiated a cash settlement of a guaranty, combined with consent to a receivership for a housing development
  • Represented a national REIT in leasing of two suburban, Class-A office buildings
  • Represented a national banking association in out-of-court workout of a $10 million secured construction loan
  • Represented the lender on a $15 million workout and restructuring of loan
  • Restructured $14 million in debt with numerous entities and cross-collateralized obligations
  • Counsel to various financial institutions and banks on liquidation of collateral, court-appointed receiverships as well as restructuring and workouts on large non-performing commercial loans
  • Represented national financial institutions in numerous real estate, asset-based and historic tax credit and New Market Tax Credit loan financing transactions
  • Obtained over 25 appellate court and Supreme Court rulings in commercial leasing litigation, favorable to the rights of Lessors
  • Negotiated a cash settlement of a guaranty, combined with consent to a receivership for a housing development
  • Guided the successful "stalking horse" bidder through the purchase of assets from a Chapter 11 trustee and assisted in other unsuccessful bids
  • As of July 2008, legal counsel to various banks, financial institutions, funds and domestic/foreign investors on the liquidation and restructuring of non-performing loans in excess of $750 million; assignments involve leveraged financing with respect to residential construction financing, acquisition and development financing, commercial financing on retail and multifamily units, structured financing on hotel/condominium and stand alone condominium projects, and mezzanine and equity financing arrangements
  • Represented the committee of unsecured creditors in a matter involving $25 million in unsecured debt and $120 million in secured debt; participated in drafting a competing Chapter 11 plan which was approved by creditors and the bankruptcy court over the debtor's Chapter 11 plan
  • Represented a lender holding a $3.5 million claim in a Chapter 11 single-asset real estate case
  • Successfully obtained a dismissal of the bankruptcy case which allowed the client to foreclose its mortgage on the property
  • Represented lenders, borrowers, buyers and sellers in many out-of-court workout situations

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