Real estate transactions – buying, selling, leasing, investing in or financing an office, industrial or commercial building, property or a combination of them – are among the biggest and most important steps businesses take. Such deals are always complex, and the mix of financial, regulatory and operational issues is unique for each project in every geographic area. Lewis and Roca understands that our clients require that deals are done effectively and efficiently. No matter what your industry involvement – national institutional investors (such as insurance companies and pension funds), financial institutions, land developers, commercial unit operators, restaurants and other commercial establishments – Lewis and Roca will provide you with lawyers who know the real estate industry and are familiar with the process of taking complex deals from negotiation to completion. The result is the right combination of business advice and legal focus to complete deals in a way that makes sense for all parties involved.
We can handle every facet of a real estate deal through the complete lifecycle of each transaction: land use approvals/entitlements, title and survey work, due diligence, construction, leasing, management and sale. Clients rely on us to successfully complete all types of commercial real estate transactions, from condominiums and apartment complexes to commercial office buildings, residential subdivisions, retail shopping centers and industrial developments. Our regional and national practice reflects the unique strengths of each of the firm’s offices:
- In Phoenix, Lewis and Roca serves as lead counsel and the local counsel of choice for national financial institutions and real estate companies of all types on property purchase, sale, leasing and financing transactions nationwide and throughout the Southwest.
- In Tucson we have the area’s largest dedicated real estate practice, which encompasses experience in land development throughout the western half of the country, and in related land use, zoning and water rights issues.
- In Las Vegas, our firm brings world-class real estate counsel to world class, multi-billion dollar real estate projects. We are one of the few firms in the city with a focused real estate practice, one supported by Lewis and Roca’s firmwide resources and capabilities.
Whether buying or selling real estate Lewis and Roca can help you successfully complete your transaction, no matter how large or complicated the deal is or how many states it involves. Our lawyers work to maximize tax advantages in entity and project structuring and excel at anticipating and resolving due diligence issues, environmental liability, title matters and other issues that arise during negotiation.
Our broad array of experience includes:
A Complete Team
Because of our geographic and transactional diversity, Lewis and Roca’s real estate group isn’t adversely affected by the typical ebb and flow of market demand. We remain fully staffed to serve you, and maintain our complete range of capabilities no matter how the market fluctuates. And our real estate attorneys are the portal through which clients have access to the skills of Lewis and Roca lawyers who focus on the tax, corporate, securities, partnership, bankruptcy and environmental concerns that are crucial to completing any real estate transaction. We create a focused team to handle each transaction, as each team member is responsible for specific aspects of due diligence, negotiation and documentation. No matter what your real estate need, Lewis and Roca is your one-stop source for complete real estate counsel.
Acquisition/Disposition and Development Diversity
If you are an owner, developer, investor or lender in any commercial or multifamily housing market sectors, you can turn to Lewis and Roca for help with virtually any real estate need – purchases, sales, leasing and financing. That includes single commercial properties as well as property portfolios, and the structuring of joint venture entities to handle the deal. Our clients benefit from a comprehensive lineup of practice strengths:
- Negotiating and drafting contracts, easements and settlement agreements.
- Handling all due diligence and environmental oversight.
- Securing all permits and approvals required for development projects.
- Structuring acquisition, development and operational entities to address liability and tax issues.
- Financing projects using both conventional lending techniques, and conduit and securitized financing arrangements.
No matter what your transactional need, Lewis and Roca can assist you with the same breadth of skills that we used in recent months to represent:
- An out-of-state developer in acquiring 4,000 acres in Southern Arizona for a mixed-use master plan development.
- An Arizona rancher in the eight-figure sale of the ranch property to a governmental entity for open space preservation.
- A local developer in the ground-up process (acquisition, entitlement, construction, leasing) of developing a shopping center anchored by two national big-box retailers.
- A joint venture between a real estate investment trust and a national company to acquire a portfolio of 15 retail centers.
- A Tucson developer in the acquisition of a hotel and office project in Denver and the sale of a mid-rise office facility in Los Angeles.
- An Arizona-based real estate investment group in negotiating, structuring and documenting a 19-property industrial portfolio sale transaction.
- A national insurance company in a joint venture acquisition and financing of a portfolio of commercial properties valuing approximately $600,000,000.
Broad Leasing Skill
Both landlords and tenants receive the benefit of Lewis and Roca’s large, varied national leasing practice. Our representation of sophisticated nationwide leasing clients is your assurance of effective structuring and documentation of leases and their terms. Examples of the leasing work that we undertake for clients include:
- Advising a national REIT on leasing space to local retailers in shopping malls, strip malls and large regional “lifestyle” shopping centers.
- Negotiating leases on behalf of regional and national lenders.
- Representing a major insurer’s REIT that leases warehouse and light industrial space (10,000 to 250,000 square feet) in states from Arizona to Florida to Indiana.
- Assisting a major national chain of upscale restaurants on all aspects of lease negotiations at more than 150 locations in 35 states.
Because we represent clients on all sides of lease transactions, you get the advantage of legal counsel that reflects understanding of the objectives and motivations on each side of the leasing equation.
No matter how large or complex your leasing needs, Lewis and Roca can handle the details. Currently we are handling all aspects of lease negotiation for the landlord of a major resort and casino, now under construction on the Las Vegas Strip. This 3,000-room hotel/condominium/casino includes more than half a million square feet of convention, retail, dining, entertainment and casino space, and our lawyers are negotiating the leases, licenses and management agreements that cover all these operations. The same comprehensive skill set is available to assist you with your leasing project, anywhere in the country.
Sophisticated Financing Counsel
Lewis and Roca has a nationwide financing practice that excels at sophisticated financing structures. Our lending clients range from large national banks and institutional investors to rapidly growing regional banks, and our work with borrowers encompasses a full spectrum of developers and property investors. No matter what side of the financing table you’re on, you can turn to our firm for experienced finance lawyers who provide high quality work and service at a reasonable cost. And both lenders and borrowers also value our advice on resolving problems, including defaults, workouts, repossession, foreclosure and receivership. Borrowers and lenders in all types of commercial loan transactions turn to Lewis and Roca for quick, efficient service on secured mortgage and consumer loans.
We know that borrowers and lenders both want cost efficiency in mortgage lending transactions, and we have developed standardized loan structures and documentation that meet market needs. If you are a developer or commercial property owner, you can confidently turn to our firm for loan closing assistance in transactions secured by real property and fixtures. Similarly, regional banks from the Midwest and other parts of the country, looking to expand in the dynamic Southwestern marketplace, rely on our understanding of local market dynamics to support expansion of their mortgage lending operations.
Large and sophisticated national real estate lenders use Lewis and Roca as counsel on structuring conduit loans to finance commercial property portfolios. Our clients look to us to develop the documentation for these structured finance transactions, which often are valued in the hundreds of millions of dollars in financing purchases of offices and other commercial structures.
Restaurant owners and franchisees looking to finance facilities and trade fixtures seek our help with their special lending needs. That frequently includes sale-leaseback transactions, in which we facilitate the property purchase and structure the leasing of the facility back to the restaurant tenant.
Major Client Representations
All of Lewis and Roca’s clients, whether large or small, local, regional or national, or developer, property manager, or financial institution receive the same sophisticated guidance and comprehensive real estate service that Lewis and Roca provides to some of the largest and most sophisticated players in the industry.
Major Institutional Investor
We are proud to work with one of the largest life insurance companies in the U.S. with more than $600 billion in financial assets. This insurance company has a 130-year track record of success in real estate finance, and is a leading global investor in commercial real estate and related assets. Lewis and Roca represents this company throughout the country in real estate investment projects that involve the purchase of land and development of retail, industrial, office, multifamily and mixed-use commercial properties. Our work for this company is comprehensive and includes project due diligence, land use and other approvals, structuring of the development agreement, creation of the appropriate transaction entity structure (including sophisticated joint venture vehicles), and handling subsequent property sales and leasing. These projects are valued in the tens and hundreds of millions of dollars, such as a recent acquisition of a $600 million industrial property portfolio in the Dallas/Fort Worth area. We help our client to meet all fiduciary requirements in these investments, including the structuring of such sophisticated financing vehicles as forward commitments (which extend financial credit for project completion), and collateralized mortgage debt securities (CMDS) and other asset securitizations.
Property Management Growth Company
In just 15 years one of our California-based clients has grown to become a leading multifamily/apartment property investment and management force in South Florida, Dallas and Houston, Phoenix as well as Los Angeles. We have helped this company grow from single-property deals to the management of more than 30,000 units and the acquisition of property portfolios. We negotiate purchase and sale agreements as well as loan documentation.
Hedge Fund Subsidiary
One of Lewis and Roca’s clients is a subsidiary of a large hedge fund based in New York, and our lawyers have helped them make property transactions nationwide. Typical deals include redevelopment of a hotel in Denver, an office complex in Bethesda, Maryland, and a mixed use project in Albuquerque. Each of these real estate investments involved our work with complex joint venture structures and sophisticated financing techniques.
Land Use Emphasis
For any real estate project – and particularly in sensitive areas such as the arid Southwest and the Gulf Coast and Pacific Coast regions – regulatory approvals regarding land use and natural resource access can make or break the ultimate success. Developers, owners, lenders and public entities alike rely on Lewis and Roca lawyers to resolve land use and environmental concerns that have direct impact on development. Our firm pioneered the use of "specific plans," a land use regulatory tool for large-scale development, and has been active in shaping state and local land use legislation. And any real estate project where there is not existing water service to the property, or where access to water rights is in question, will benefit from our experience with state and local water use regulation.
Land use concerns can involve straightforward issues such as municipal annexation, subdivision regulation, redevelopment law, development agreements, and impact fees. In such instances you can rely on our experience with local administration of land use regulations, including representation before boards of adjustment and advice on the interpretation and enforcement of zoning regulations. However, when disputes arise, we offer industry and public sector clients our extensive experience in land use law litigation at the trial and appellate court levels. That includes important cases that have dealt with the foremost issues in land development regulation:
- Compensation for regulatory takings and state land acquisitions.
- Zoning initiatives and referenda.
- Validity of aesthetic regulations, including sign controls and architectural and design review.
- Restrictions on development of environmentally sensitive lands.
- Validity of exactions and development fees.
- Zoning for controversial uses, such as group homes and landfills.
- Hearings and protests over the adequacy of zoning procedures.
- Creation of public improvement districts.
If you are the developer of a condominium or common interest association, Lewis and Roca can provide you with all the help you need on the covenants, conditions and restrictions that are typically a part of these projects. We fully understand the joint interests of development and management and the interplay between their objectives. Our lawyers work to ensure that your project plans reflect the optimal common interest association structure that creates maximum value, insures flexibility for the developer and association and limits liability. We represent developers during sale or lease-up, before the association is formed, and continue to protect the interests of developers who retain an ownership role.
Affordable Housing Guidance
Affordable housing finance is our newest area of real estate practice. We now have the capability to advise on structuring and compliance issues involved with financing from private sources and the U.S. Department of Housing and Urban Development, and also counsel financial institutions investing as limited partners in, and making loans for, low-income housing tax credit transactions. Clients benefit from our experience at developing collateralized financial packages involving government mortgage guarantors. In particular, investors, syndicators, developers and lenders get the advice they need on the effective tax structuring of low-income housing tax credit transactions.