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Real Estate Finance

Our real estate finance practice includes lawyers throughout the United States, Europe, Asia, Australia, and the Middle East.

The group has extensive experience in all areas of real estate finance and serves a diverse global client base of lenders and borrowers. Our lender clients include banks, insurance companies, and other financial institutions as well as private equity and debt funds and other non-bank lenders. Our borrower clients include public and private investment and development companies, private equity firms and their portfolio companies, private investment and development funds, and registered investment companies.

As part of the largest fully integrated network of law offices and law partners of any global law firm, we draw regularly upon the comprehensive resources of the firm to address the full scope of related regulatory, legal, and other issues that arise in complex real estate finance transactions across industries and jurisdictions.

We provide the full spectrum of services associated with financing commercial real estate projects. Our experience ranges from acquisition, development, and construction loans to bilateral and syndicated investment and development facilities, both at the senior and mezzanine level (involving complex intercreditor rights), to transactions involving highly sophisticated vehicles, structures, and financing techniques.

We have acted on transactions involving the financing of commercial, industrial, and residential assets and developments and have significant experience representing both lenders and borrowers in a variety of commercial mortgage finance transactions. These transactions include multi-property, cross-collateralized, and cross-border financings, as well as traditional single-asset mortgage financings.

AREAS OF PRACTICE

Real Estate Funds

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 and structuring, finance, real estate, regulatory, and corporate.

Real Estate Investment Trusts (REITs)

We represent real estate investment trusts (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.

Distressed Real Estate

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 lawyers gained experience in prior recessionary cycles, such as the one following the savings and loan crisis of the late 1980s. Those lawyers were involved with Resolution Trust Corporation matters and represented bank-owned subsidiaries established to own, operate, and dispose of foreclosed assets. 

Real Estate Mezzanine Finance

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.

CMBS

K&L Gates lawyers are experienced in representing participants in the commercial mortgage-backed securitization (CMBS) markets in the United States, Europe, Australia, and 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.

Securities Offerings

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. We frequently help clients understand the status of their real estate partnership holdings and analyze available sale or refinancing options.

Taxation and Entity Structuring

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 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.

We offer a full array of legal services to the mortgage banking and consumer finance industry worldwide, including regulatory compliance, underwriting, and due diligence in connection with acquisitions and disposals of loan portfolios; loan servicing arrangements and acquisitions; and mergers of loan servicing, asset management, and mortgage banking and consumer finance concerns.

Our experience representing sophisticated lenders, owners, and borrowers provides us with the proper tools to effectively structure and implement many forms of complex real estate financing transactions. In particular, we have extensive experience in property ownership structuring, including unit trusts, limited partnerships, special purpose vehicles, REITs, funds, and offshore investment companies. We also have experience in public- and private-structured financings of commercial mortgage-related financial assets in Europe and the United States. In conjunction with our securitization and structured finance practice and our commercial mortgage-backed securities practice, we regularly advise clients throughout the world in connection with the securitization of conduit loans, A/B notes, senior and mezzanine structures, CMBS tranches, and servicing rights, among other CRE assets. We represent participants in the CMBS markets, including originators, loan servicers, trustees, corporate service providers, investors, investment and alternative asset managers, and rating agencies.

We regularly represent lenders and special servicers for CMBS and CRE collateralized loan obligations transactions in servicing issues such as workouts and restructurings, asset management, loan assumptions, modifications, realization proceedings, and defeasances, including  real estate mortgage investment conduit, effectively connected income, and other tax implications.

We work closely with lawyers in other parts of our banking and asset finance practice group, including corporate, acquisition and asset based finance, Islamic finance, transportation finance, and project finance, depending on the nature of the matter and the underlying assets. We also work closely with our debt capital markets and restructuring and insolvency practice groups.

We believe in offering our clients partner-led deal teams that structure, document, and manage the funding process in an efficient and proactive manner. We respond quickly and effectively to our clients' needs to help them compete in today’s challenging marketplace. We strive to always provide cost-effective, practical, and effective services with a high degree of personal attention at the partner level.

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