Real Estate & Environmental

We represent buyers, sellers, developers, business owners, landlords, tenants, lenders and borrowers in a full range of services, from organizing and structuring the largest, most complex transactions throughout the country and around the globe to advising clients on their daily portfolio management issues and environmental compliance, regulatory and liability issues.  We are lead counsel in large-scale mixed-use development projects in downtown Cleveland, as well as in cities including Boston, Los Angeles, Columbus, San Antonio, New York City and Washington DC.

In short, when our clients are involved in their most complex joint venture, acquisition/disposition, financing and development projects, they regularly engage Benesch to represent them on such matters due to our market knowledge and our reputation as dealmakers. One aspect of our practice that we think sets us apart from our peers in the real estate industry in Ohio is that we are frequently engaged very early in the planning process by our clients because we participate in the structuring of the deal and in the formation of the capital stack, by making strategic introductions between developer clients and debt and equity sources

Benesch has significant experience in providing counsel on property acquisitions and dispositions, as well as the acquisition of distressed debt and assets.  Further, we counsel clients in all aspects of complex real estate transactions, including diligence, structure, negotiation and documentation.  We have completed hundreds of purchase, sale, and joint venture transactions.  We understand the importance of moving a deal forward. Each transaction has a pace to it that must be maintained to preserve the momentum of the deal and get it to closing.

Four of our partners are members of the American College of Real Estate Lawyers (“ACREL”), which is a group whose purpose is to gather together lawyers distinguished for their skill, experience and high standards of professional and ethical conduct in the practice of real estate law. Membership in ACREL is by invitation only. We are ranked by the 2020 edition U.S. News & World Report/Best Lawyers® “Best Law Firms” Rankings as a first-tier practice in Cleveland in Real Estate Law. Seven Benesch attorneys were named 2020 Best Lawyers® in the area of Real Estate Law.. Our real estate practice was nationally ranked by, and four of our partners were named Leading Lawyers in Chambers USA 2019. Many attorneys in Benesch’s Real Estate Practice Group are members of the International Council of Shopping Centers (“ICSC”) and regularly speak at the ICSC National Law Conference.

As noted above, our real estate practice is truly national in scope.  While clients benefit from the lower rate structure that comes from working with a Midwest-based firm, our experience has no geographic limits in the U.S. Another benefit of the geographic scope of our practice is that we have a very strong network of local counsel who we are able to call upon when needed.  The following are examples of recent matters that illustrate the legal capabilities of the attorneys in our Real Estate & Environmental Practice Group.

Real Estate Transactions

• Ongoing representation of numerous international and domestic REITs, private equity funds, pension funds and private developers in retail lease transactions, including the negotiation of approximately 2,000 retail lease transactions (over the past three years), including anchor leases, food/beverage/entertainment leases, in-line tenant leases, ground leases, and related transactions throughout the U.S.
• Serving as lead real estate legal counsel to Toys “R” Us Property Company I, LLC ("Propco I"), a subsidiary of Toys “R” Us, Inc., in an effort to maximize the value of Propco I’s portfolio of approximately 284 properties in 46 states totaling 14.5 million square feet as part of the Chapter 11 bankruptcy of Toys “R” Us and its affiliates. Benesch is performing comprehensive real estate legal services associated with the operation, lease and sale of these of properties, which include former Toys "R" Us and Babies "R" Us stores, distribution centers, the Company's corporate headquarters in Wayne, NJ, and surplus retail properties ancillary to the former store locations.
• Represented one of the nation’s largest multifamily housing developers in the acquisition, financing and development of a 145-unit market-rate multifamily apartment development with retail space near Boston, Massachusetts. Benesch handled all aspects of the debt and equity financing for the project, including $34 million senior construction financing and a joint venture with a national institutional equity investor, in addition to general development matters.
• Represented one of the nation’s largest multifamily housing developers in a multiple-layered joint venture and construction financing for a 190+ unit multifamily apartment project in a mixed use development near North Andover, Massachusetts. The transaction involved traditional senior construction financing, a cross-contribution agreement, development of shared infrastructure, the relocation of easements, and multiple levels of joint ventures, including a joint venture with a large institutional investor.
• Ongoing representation of a global real estate investor in all leasing transactions, asset management work and multiple redevelopment projects across an 11-million square foot portfolio of malls and shopping centers throughout the U.S. One particularly complex redevelopment involved the total transformation of a former urban mall Ballston Common in Arlington, Virginia, into a mixed-use project including experiential retail, entertainment, office and residential uses.
• Represented one of the largest developers, owners and managers of multifamily residential property in the country in connection with the disposition of a two property portfolio of apartment complexes with in Texas, one in a suburb of Austin and the other in San Antonio. The properties were each subject to unique condominium association structures, and one of the properties was the subject of a 1031 exchange, which added complexity to the transaction.  Benesch handled all aspects of the disposition on behalf of the client, other than certain tax advice in connection with the 1031.
• Ongoing representation of one of the country’s largest retailers in negotiations with regional developers in connection with the development, construction, operation and potential sale of outparcel development projects located on approximately 60 properties owned and ground leased by the client on a nationwide basis. The transactions involve unique structuring, including fee for development models as well as potential joint ventures and profit participation rights, as determined on a project and developer specific basis.  Benesch has helped the client develop form documents and processes for the negotiation and execution of term sheets and letters of intent, predevelopment agreements and development agreements. 
• Ongoing representation of one of Canada’s largest developers and owners of multifamily residential properties in connection with all of its U.S.-based acquisition and dispositions as well as the ongoing asset management of these properties. As part of this engagement, Benesch has assisted in the acquisition, asset management and disposition of multiple large-scale apartment projects in Florida, Ohio and Texas. 
• Ongoing representation of a large, publicly-traded REIT in connection with the disposition of a portfolio of approximately 50 assets across over 20 states.
• Ongoing representation of a fully-integrated real estate developer, owner and manager of retail properties focused on acquiring distressed or “value-add” shopping centers that can be redeveloped into complex retail and mixed use properties. As part of this engagement, Benesch has assisted in the acquisition, re-capitalization, redevelopment and leasing of multiple large-scale retail redevelopment projects in Florida and Massachusetts.  Benesch handles all aspects of the client’s acquisitions, joint ventures and capital transactions, including all debt and equity matters.
• Represented a national real estate investment fund in connection with the acquisition of a 170,000+ square foot regional retail power center located outside of Chicago, Illinois. Representation included negotiation of the purchase agreement, conducting title, survey, zoning, leasing and other legal due diligence, providing counsel in connection with equity and debt financing and joint venture structuring, and closing the transaction.  The transaction also involves complicated ongoing material leasing matters that are being addressed in connection with the sale. 
• Represented one of the world’s largest international real estate private equity firms and that company’s operating partner in connection with the acquisition of an approximately 600,000 square foot mixed use property located in the greater Oakland, California market. The property includes a dominant regional retail power center, as well as office, industrial and flex space. 
• Represented a private developer in connection with the acquisition and financing of a regional shopping center located in Southwest Ohio. Benesch assisted with the acquisition and handled all aspects of the debt and equity financing for the project, including a $21 million CMBS loan and an $8 million equity investment from a joint venture partner.
• Represented one of the world's largest real estate private equity funds in connection with its sale of a multistate portfolio of wholly- and joint venture­ owned grocery-anchored shopping centers for over $100 million.
• Represented a large publicly traded REIT in connection with multiple sales of grocery anchored shopping centers and power centers, as well as excess development land, on a national basis, with transaction values typically ranging from $10 million to in excess of $50 million. Recently closed transactions include sales of assets located in Arkansas, Idaho, Pennsylvania, California, Virginia, South Carolina, Mississippi and Florida.
• Benesch represented a multifamily developer in the acquisition of a large market-rate apartment complex in a suburb of Columbus, Ohio, which also included acquisition financing, a preferred equity component, and a complicated joint venture.
• Represented a private developer in connection with the acquisition and financing of an existing regional shopping center and to-be-developed land in Goodyear, Arizona. The debt component included a $35 million CMBS loan. Benesch will also serve as project counsel in connection with the development of the adjacent land.
• Represented one of the world's largest real estate owners and managers in the disposition of a power center in Alabama with a purchase price of almost $54 million.
• Represented a developer in its capacity as the primary investor in a joint venture being formed for an approximately $91 million acquisition and redevelopment of a mixed-use (retail and office) property located in Brooklyn, New York.
• Represented a large institutional investor as purchaser of a $52 million grocery-anchored shopping center in Pennsylvania and subsequently as borrower on a $32 million CMBS loan secured by such shopping center.
• Represented a publically-traded REIT in the sale of a 175,000 square foot shopping center for $18.5 million in Horseheads, New York.
• Ongoing representation of large institutional joint venture in connection with the sale of numerous significantly sized shopping centers located throughout the U.S. Recently closed transactions include sales of assets located in Georgia, Connecticut, Pennsylvania, South Carolina, Texas, Arkansas, Florida and Tennessee.
• Represented a private equity fund in connection with its sale of a joint venture­owned power center in Texas for over $80 million and assignment of the loan encumbering such shopping center.
• Represented one of the world's largest real estate private equity funds in connection with the acquisition of a retail focused mixed-use property in California for in excess of $45 million.
• Represented a large institutional investor as borrower on a $27 million CMBS loan secured by a grocery-anchored shopping center in California.
• Ongoing representation of a developer in connection with the de-malling and complete transformation of recently acquired, struggling enclosed malls, including providing counsel with respect to the construction, development, public finance, leasing, REA and anchor tenant approval considerations and negotiations, and debt and equity financing.
• Represented one of the world's largest real estate owners and managers in the disposition of a grocery-anchored shopping center in Nassau County, New York, with a purchase price of $75 million.
• Represented a large institutional investor in the disposition of a power center near Birmingham, Alabama, with a purchase price in excess of $60 million.
• Represented the purchaser in the acquisition and financing of a shadow­anchored shopping center located near Grand Rapids, Michigan, including a "reverse" 1031 exchange.
• Represented the borrower in a deed-in-lieu of foreclosure transaction for a 334,000 square foot shopping center with no liability to the borrower and structured as a like-kind exchange to defer recognition of depreciation recapture in Flint, Michigan.
• Represented large real estate private equity fund in connection with the sale of multiple retail properties located in Texas.
• Represented one of the world's largest real estate private equity funds in the acquisition of a fee and ground leasehold interest with respect to a grocery anchored shopping center located in Connecticut.
• Ongoing representation of a private family in connection with the redevelopment of a former Kmart into a multitenant shopping center, which includes junior anchor leases, modification of title documents, and acquisition of adjacent land.
• Ongoing representation of a private developer in the negotiation of capital transactions for the acquisition and redevelopment of shopping center assets throughout the U.S., including multiple preferred equity investment transactions with institutional investors.

Sale-Leaseback Transactions

Benesch’s Real Estate & Environmental Practice Group works directly with owners, investors, lenders and other clients, to navigate the benefits and complexities of sale-leaseback transactions.  Sale-leasebacks are often used when owners of real estate property need to raise capital in circumstances when conventional financing may not be available or appropriate. In today’s current tightening credit market, sale-leaseback transactions have re-emerged as an attractive vehicle for owners and investors of real estate to tap a readily available source of capital.  Sale-leaseback transactions have become increasingly popular over the last two decades, but have experienced an accelerated growth over the past few years.  Given the current economic climate, many companies are exploring the possibility of monetizing the increased value of their real estate holdings and the historically low interest rates, which allows the company to enhance liquidity, invest the proceeds back into their core business, finance acquisitions or growth strategy, or invest in other ventures.  Our representative sale-leaseback experience includes:

• Represented the seller/tenant in the sale-leaseback of four manufacturing facilities in four states for over $48 million.
• Represented the buyer/borrower acquisition, financing and leaseback of a supermarket property in Costa Mesa, California for $13 million.
• Represented the buyer/borrower in the acquisition, financing and leaseback of a supermarket property in Torrance, California for $8.5 million.
• Represented a Fortune 500 tire manufacturer in the sale-leaseback of improved real property with the construction of a new corporate world headquarters, a new headquarters facility for the North American tire business and improvements to the company’s technical center and research facilities.
• Handled divestiture of a 40-acre parcel and the subsequent leaseback of a 6-acre parcel to serve as the site of a world headquarters.
• Represented numerous manufacturing and distribution companies in sale-lease back transactions.

Representing Lenders

• Represented one of the nation’s largest banks as the lead syndicator and arranger of construction financing for the development of an iconic 34 story residential tower with ground floor retail space and a parking garage in downtown Cleveland, Ohio. The development is a high-profile project in the nation’s second largest performing arts district outside of New York. The development involved a vertical subdivision and multiple ground lease structure. As counsel for the lead bank, Benesch took the lead in the document negotiation and all aspects of due diligence, including title, survey and zoning review and comprehensive review and analysis of the documentation of the tax increment financing and other public incentives that the project received.
• Represented a national lending institution in the senior loan on the $350+ million mixed-use hotel/multi-family and retail development on E. 9th Street in Cleveland, Ohio. Our work included documenting the $70 million construction loan, and coordinating the loan with 24 other sources of capital necessary to fund the development of the complex development.
• Represented a lender in the making of a $21 million mezzanine loan secured by a pledge of membership interests in an entity that was developing a shopping center in Chicago, Illinois. The loan involved complicated intercreditor issues and purchase rights, as well as a multitude of construction issues.
• Negotiated with lender for a partial release of one of the properties permitting the sale under threat of eminent domain.
• Represented a pension fund in the permanent financing of a suburban shopping center.
• Represented a life insurance company in numerous financings of commercial and retail properties.
• Represented large national lenders on the issuance of construction loans to developers for the acquisition and development of multiple parcels of land.
• Represented lender in the financing for a high-rise building containing a hotel and office space secured by mortgage encumbering air rights, fee and leasehold parcels.
• Represented a lender in the acquisition of a 15-story apartment/mixed-use property by deed-in-lieu of foreclosure of a $32 million mortgage.
• Represented lender in the financing of seven office/warehouse projects in two states.
• Represented a mezzanine lender in connection with a $1.2 million bridge loan.
• Represented a lender in connection with several mezzanine loans provided to retail property owners, each having a typical transaction value of in excess of $10-$15 million.
• Represented a national bank in connection with all real estate matters relating to the issuance of letters of credit in excess of $25 million to support the bond financing of senior care, nursing home and assisted living facilities.
• Represented a national bank in connection with all real estate matters relating to a $16.5 million credit facility.

Representing Owners/Developers

• Represented a multiple national and regional developers in connection with the redevelopment of over 50 shopping centers (including open air-centers and enclosed malls) throughout the U.S. In this role, we enter the process early and start by evaluating the potential legal hurdles (co-tenancy, consent rights, REA issues, etc.) in order to assess the feasibility of a potential redevelopment project. We then often serve as project counsel in connection with the development, construction, financing (debt and equity) and leasing efforts, in many cases leveraging our national relationships with retailers and financing sources to aid in the completion of the project.
• Represented a developer in the development and new construction of a 2.2 million square foot integrated mixed-use complex covering two city blocks. The project is an arrangement of subdivided air-rights parcels with the following components: 48-story residential tower with apartments and condominiums, 17-story 200,000 square foot class A office tower, 120,000 square feet of first and second floor retail, 84 linear residential units, over 1,800 stall parking structures and a 90-key luxury hotel that spans the airspace between the residential tower and office tower.
• Ongoing representation of a developer in connection with the de-malling and complete transformation of recently acquired, struggling enclosed malls, including providing counsel with respect to the construction, development, public finance, leasing, REA and anchor tenant approval considerations and negotiations and debt and equity financing.
• Represented a national developer in connection with the co-development of a high-profile, vertical-mixed use project in Texas. The project includes multiple uses, including a 430+ unit multifamily apartment complex, within a large scale vertical mixed-use project including ground floor retail, office and hotel uses and subterranean parking facilities. Benesch serves as overall project counsel to one of the national co-developers. The project involves a complex leasehold, vertical condominium regime and is a public/private partnership with local governmental entity.
• Ongoing representation of the owner/developer in the redevelopment of enclosed regional mall in the Washington D.C. metro market, into an urban, mixed-use project including experiential retail, office, parking and multi-family apartment project.
• Represented a regional developer in connection with multiple vertical mixed-use development projects, involving retail, multi-family and student housing, many of which developments are structured as long-term development ground leases.
• Represented developers of new shopping centers, including a 1.6 million square foot open air shopping center in southwest Florida, including multiple phases and a variety of uses, such as retail, entertainment, restaurant and hotel.
• Represented the developer of an 80-acre, mixed-use retail, entertainment and residential project in southeast Florida, integrated with an existing state-of-the-art thoroughbred horse race track with a Vegas-style clubhouse and casino.
• Represented one of the largest developers, owners and managers of multifamily residential property in country in the development and financing of a 330-unit multifamily apartment development near San Antonio, Texas, including multiple joint venture limited liability company agreements, $28+ million construction financing, $11.5 million mezzanine financing, a shared work infrastructure development agreement and multiple declarations of covenants, restrictions and easements related to the mixed-use development of which the apartment property is a part.
• Represented a developer in its capacity as the primary investor in a joint venture formed for the acquisition and redevelopment of a mixed-use (office and retail) property located in Brooklyn, New York. In documenting the joint venture, Benesch led the effort to structure the purchaser/borrower vehicle as a tenancy-in-common arrangement (including the drafting of a complex tenancy-in-common agreement) to take advantage of 1031 proceeds that were brought into the deal. The interest acquired in the transaction was a leasehold interest (which included a complicated ground lease and sub-ground lease structure).
• Represented a large developer in connection with the acquisition of a large downtown garage, and the development of a 20 story multi-family tower to be constructed above the existing garage. Our work includes the documentation of the acquisition documents, the formation of the complicated joint venture structure, and the handling of all development, financing and construction matters. Development will cost approximately $100 million.
• Represented a large developer in connection with the development of a $300 million+ mixed-use development in downtown Cleveland, OH. Our work includes the land assemblage, acquisition financing, documentation of the entire capital stack (including multiple joint venture structure), the $235 million construction loan, and all diligence matters including complex environmental issues.
• Development and financing of two $40 million+ multi-family developments in Dallas, Texas. Representation included all work with respect to property development issues, structuring and documentation of construction financing and mezzanine financing, and equity negotiation and documentation.
• Represented one of the largest developers, owners and managers of multi-family residential property in country in the development and financing of a multi-phase multifamily apartment development in Pittsburgh, Pennsylvania, with an initial phase of more than 360 apartment units, including multiple joint venture limited liability company agreements, $57+ million construction financing, a ground lease, an option agreement, a shared work infrastructure development agreement and an amendment to an existing declaration of covenants, restrictions and easements.
• Restored and redeveloped the Colonial and Euclid Arcades in Cleveland, Ohio into a $30 million mixed-use facility consisting of a hotel, retail businesses, and a parking garage. The deal included conventional financing, two loans from the city of Cleveland, a HUD 108 loan, and Tax Increment Financing.
• Represented a real estate developer in the development and leasing of a three­phase, 550,000 square foot shopping center in Newark, Delaware.
• Represented one of the largest multifamily development construction and management companies in the country in the acquisition, financing and development of a 131-unit market-rate property located in Jersey City, NJ. Benesch handled all aspects of the debt and equity financing for the project, including a senior construction financing, a joint venture agreement with multiple private equity investors and a complicated promote structure, in addition to general development matters. The project also involved several complex issues, including a contribution of land by one of the joint venture partners, several complicated title issues, and a complicated 1031 structure to accommodate several of the equity investors.