Real Estate — Finance

The firm has a strong practice advising private real estate fund managers in the formation of their investment funds. Our lawyers' experience runs the gamut from multi-billion dollar global funds to small start-up funds with limited geographic or investment scope. In addition to our fund formation lawyers, we can draw on the broader K&L Gates platform to bring in skills from a number of areas such as tax/structuring, finance, real estate, regulatory, and corporate.

K&L Gates represents REITs, REIT investors, and persons and entities interested in organizing REITs or exchanging real estate portfolios for equity interests in REITs. With respect to investments in REITs, we have served as counsel to mutual funds in connection with the acquisition of shares of publicly traded REITs, particularly with respect to negotiations and agreements relating to the REIT share ownership limitations set forth in the Internal Revenue Code. We have advised a number of families and privately controlled interests regarding the analysis and structuring of transactions involving the formation of REITs as a vehicle to hold existing real estate assets or to make new investments, and in connection with the formulation and execution of sophisticated estate planning transactions involving the exchange of interests in real property for REIT shares or other equity interests.

We have advised many clients concerning troubled real estate projects that must be restructured, refinanced, or liquidated, including both lenders and borrowers in connection with nonperforming or poorly performing loans. We also have structured sophisticated workouts and rearrangements of relationships. We have experience regarding the interplay between bankruptcy and creditors' rights law and real estate law, including the relative rights of landlords and tenants in a bankruptcy setting.

Our business-grounded approach enhances outcomes for our clients. Many of our real estate and bankruptcy attorneys gained experience in prior recessionary cycles, such as the one following the savings and loan crisis of the late 1980s. Those attorneys were involved with Resolution Trust Corporation matters and represented bank-owned subsidiaries established to own, operate, and dispose of foreclosed assets. For more details, see our Distressed Real Estate practice description.

Our lawyers have significant experience in representing both borrowers and lenders on mezzanine transactions, including traditional, separately held mezzanine loans, junior participation interests, and preferred equity investments.

K&L Gates lawyers are experienced in representing participants in the commercial mortgage-backed securitization (CMBS) markets in the United States, in Europe, and in Asia. We have been involved in the structuring and documenting of domestic and cross-border securitizations of portfolios of real estate loans as well as single-borrower transactions involving landmark real estate assets; the representation of investment banks selling into securitizations, including development of non-recourse commercial mortgage conduit lending programs and preparation of loan document forms and program administration standards and practices in accordance with rating agency and investor requirements; the representation of various CMBS issuers, underwriters, investors, master servicers, and special servicers; and the development of new real estate-related assets for securitization, including assisting in the development of new product rating agency criteria. This experience enables us to effectively assist special servicers with complex real estate workout matters involving securitizations.

We have advised on numerous transactions involving the securitization of real property assets, including tenancy in common interests, interstate land sales registrations, syndications of real estate limited partnerships, and the public offering of REITs and publicly traded partnerships. K&L Gates frequently helps clients understand the status of their real estate partnership holdings and analyze available sale or refinancing options.

We offer clients a variety of structural options to meet the specific needs of any given transaction, such as corporations, limited partnerships, business trusts, joint ventures, limited liability companies, limited liability partnerships, and REITs. We are also experienced in structuring and implementing tiered entity arrangements, and creating family limited partnerships and other planning techniques designed to minimize gift and estate taxes. These approaches can result in flexible arrangements for the sharing of risks and rewards. We have also advised clients with respect to like-kind exchanges and other tax-deferral mechanisms.

We have experience in state and local tax matters in our major markets and frequently structure transactions to address issues of transfer taxes, business privilege taxes, and tax-exempt financing. Additionally, we advise on obtaining state law tax advantages from conservation and redevelopment of real estate, and our experience includes local real property tax assessment appeals.