Acquisitions, Dispositions, Joint Ventures, and Due Diligence
Attorneys at Beveridge & Diamond, P.C. have extensive experience representing and counseling clients with respect to negotiating acquisitions and dispositions, and structuring limited liability companies, partnerships, and joint ventures. We represent clients in every major sector of the commercial real estate industry that are involved with performing and “distressed” office, retail, industrial, mixed-use, and multi-family assets. In addition, we represent corporate clients who need assistance with their internal property-related projects or the real estate aspects of their M&A transactions. Our clients include local and national owners and developers, office and retail tenants, investors and lenders, publicly and privately held companies, governmental entities, property managers, and other end users. Representative examples of our experience include:
- Represented, as local counsel, the Spitzer organization in its 2009 acquisition
of 1615 L Street, N.W., a 420,000 square feet office building in Washington, D.C., for $180 million, including its assumption of $138 million in debt.
- Negotiated a $280 million sale/leaseback for a manufacturer's six main North American distribution facilities in five states involving a 4.7 million square feet master lease.
- Conducting environmental due diligence on behalf of a global private equity organization that provides equity and mezzanine capital financing to companies in a wide range of businesses, and advise the organization on structural alternatives for its investments to minimize the risk of environmental liabilities.
- Advised a Fortune 500 clothing manufacturer ($1.25 billion in revenues) in real estate matters arising from its spin-off from its parent ($14 billion market cap). This work included negotiating a company-wide real estate matters spin-off agreement, reviewing diligence documents, and structuring the transfer of over 400 leased and 50 owned properties.
- Represented a regional public utility in its affiliate’s $151 million sale/leaseback of the utility’s headquarters office building.
- Provided real estate-related due diligence projects for office buildings, hotels, shopping centers, and industrial facilities having a combined value in excess of $5 billion such as due diligence advice to a New York-based private investment fund in its review of 300-plus leases during its acquisition of a 300 store national retail chain.
- Represented an international food services corporation with $1.25 billion in 2008 sales in the real estate aspects of its $110 million sale of one of its specialty foods division and the negotiation of a related ground lease.
- Counseled a nationally-focused private developer in its joint venture development of three acres of Atlantic City oceanfront unimproved land. The $200-plus million project is pre-approved for 160 high-end condominiums.
- Represented a national labor union in its $57 million acquisition of its national headquarters building in Washington, D.C. and in its $27 million sale of investment property located elsewhere in Washington, D.C.
- Conducted environmental due diligence on behalf of a private equity entity that resulted in the identification of significant on-site contamination at the primary manufacturing facility owned by a company under consideration by our client for a significant equity or debt investment. We assisted our client with a complete restructuring of the proposed transaction to reduce its risk of environmental liability, including the addition of a third party firm to purchase and remediate the contaminated property.
- Represented sellers of hotels such as the former Helmsley Palace in New York City and the Hotel Bel-Air in Beverly Hills.
- Represented a national healthcare provider in connection with the real estate aspects of its $775 million acquisition of a health services company.
- Represented various Fortune 500 manufacturers (including life sciences corporations) in their respective acquisition and dispositions of manufacturing facilities and raw land purchases in CA, CO, GA, MD, NC, OH, PA, SC, and elsewhere, and negotiated economic incentives with state and local governments.
- Represented the privately-held seller of a $120 million Central American hotel and casino to a Goldman Sachs investment fund.
- Analyzed a portfolio of nearly 30 commercial office properties owned by a municipal government, preparing detailed lease binders that allow the municipality to keep track of the terms of its complicated ground leases, including rent and rent escalation provisions. The Firm negotiated and handled the sales of several of these properties, including the drafting of all purchase and sale documentation. We also prepared lease amendments to accommodate changes in tenants’ use of the property, and managed routine approvals such as estoppel agreements in connection with tenant financing.
- Negotiated the sale of numerous surplus properties on behalf of a large municipality.
- Represented the developer and manager of residential properties and commercial properties (including shopping centers and a race track) in the District of Columbia, Maryland, Virginia and Puerto Rico, in its negotiations with a publicly traded residential developer for the joint venture development of 256 acres in Prince George’s County, Maryland for residential single family homes and a subsequent $14 million loan.
- Advised a client in its $11.5 million purchase of real and personal assets of private water company with assets in two New England states.