Heller Ehrman represents investors, developers, owners and operators on real estate projects throughout the United States and abroad. We routinely structure, negotiate and document purchases, sales, ventures and financings across the full spectrum of real estate products. Our experience ranges from urban office high-rise and mixed-use condominium projects, to industrial and R&D developments, residential projects, destination resort hotels and luxury time-share facilities. These transactions vary from relatively simple single-asset deals to some of the most complex capital formation, real estate portfolio and real estate M&A transactions in the industry.

We routinely address the structural challenges of capital investment in contemporary real estate deals that demand far more than conventional asset transaction experience. We counsel clients through the complexities of development joint ventures, real estate operating companies, pooled investment funds, private placements and public offerings, ground lease financing, incentive-based strategic alliances, mortgage loans, mezzanine debt, hybrid debt-equity transactions, securitized assets, energy project finance and virtually every other variation on the theme of real estate investment. We have particular experience dealing with the special challenges of the hospitality industry and the investment activities of pension trusts and other public or private tax-exempt entities, as well as investment funds with offshore and tax-exempt investors and REITs.

Facts About Our Practice

• Includes more than 40 attorneys with experience handling real estate transactions in every region of the United States and in countries in Europe, Latin America the Caribbean, Asia and the Middle East.
• Remains one of the highest-profile hotel practices in the nation. We count Four Seasons Hotels Ltd., Fairmont Hotels & Resorts Inc., Starwood Hotels and Resorts Worldwide Inc., Hyatt Hotels Corporation and a variety of institutional hotel owners and investors among our clients.
• Represent major capital sources for investment in real estate and real estate operating companies, including Lehman Brothers, AEW Capital Management, Alaska Permanent Fund Corporation, J.P. Morgan Partners, GIC Real Estate, Inc. , Cargill Financial Services Corporation and Wells Fargo Bank, N.A.

Our Capabilities

Acquisitions and Dispositions

We have extensive experience in the management of large-scale and issue-intensive real estate transactions throughout the country and abroad, including high-volume portfolio programs of acquisition or sale, single-transaction portfolio or operating company deals and single-asset, structurally complex deals.

Venture Formation

We handle ventures and operating company investments for all types of clients and deals – from large, single-asset projects to resort development properties, multi-property portfolios, energy projects and residential land development deals. Our lawyers are very familiar with the business, tax and legal subtleties of "promote" or "incentive" structures in both single-asset and portfolio ventures. We also understand the importance of effective exit vehicles and the interplay between equity rights and management responsibilities.

Real Estate Financing

A core component of our practice is real estate finance, broadly defined to embrace traditional real estate-secured commercial lending, mortgage-backed public debt financings, all manner of subordinated or mezzanine debt, letter of credit-supported and other credit-enhanced bond financings, major project financings and a wide variety of contingent interest/equity "kicker" financings.

Hotels & Resorts

We represent many of the leaders in the hospitality industry, including operators, owners, investors and lenders. Our balanced practice allows us to bring a unique perspective to the issues confronting each of the various actors in the industry. Our attorneys have documented the development and operation of the full range of project types – from high-rise urban hotels to luxury resort properties to serviced residential properties (both traditional “whole” ownership and fractional ownership). We address, where applicable, the complex issues of access to and use and management of golf, tennis and other recreational facilities. Critically, we understand not only the legal landscape, but also the norms and customs of the industry and the state of the ever-evolving market.

Real Estate Fund Formation

Our fund formation work covers a wide range of industries, but we have particular experience in forming real estate funds. Funds are not one-size-fits-all – they have their own conventions and sensitivities and must reflect the character of the underlying investments and the expectations of both fund sponsors and real estate investors. Our real estate, securities, tax and ERISA attorneys work collaboratively to bring value to the fund structuring process and to address the legal and business issues facing sponsors and investors.

Leasing

We represent landlords and tenants in retail, office and mixed-use leasing matters. The core of our leasing practice is landlord representation, both on “stand-alone” transactions and in connection with large-scale leasing programs across the country.

Sale and Acquisition of Secured Loan Portfolio Transactions

Our lawyers  frequently represent financial institutions and institutional investors in purchases and sales of secured loan portfolios and participating interests in  portfolios.  Loan-pool transactions now play a major role in the capital formation and deployment activities of many of our institutional clients and are important contributors to the efficiency of the real estate market generally. We are very experienced in dealing with the conventions and expectations of both buyers and sellers and the organizational challenges of these transactions.

Bankruptcy and Distressed Real Estate

In collaboration with Heller Ehrman's bankruptcy lawyers, we handle all manner and aspects of workouts, from space leases to secured loans, management contracts and partnership relationships in distress. Our attorneys have particular experience in the representation of institutional clients in their acquisition, management and liquidation of portfolios of distressed real property-secured loans.