Real Estate Development, Financing, and Transactions
Representing your interests
“They’re excellent – not just available but responsive. They’re creative in looking at new solutions and new ways to do things.”
— Chambers USA America's Leading Lawyers for Business
Wyatt's real estate attorneys have considerable experience in all aspects of real estate ownership, development, leasing and financing. With more than 35 attorneys on our real estate team, we represent owners and developers of real estate projects ranging from strip centers to office buildings, single tenant properties to mixed-use, multi-phased developments valued in excess of $100,000,000.
We also serve as counsel for borrowers and lenders in acquisition, construction, term, permanent and mezzanine financings. Recognized nationally in peer publications such as Chambers USA, Woodward/White’s The Best Lawyers in America and Super Lawyers and through our involvement in the American College of Real Estate Lawyers, the American College of Mortgage Attorneys, International Council of Shopping Centers, Commercial Credit Investment Management, Commercial Real Estate Women, American Bar Association, Kentucky, Tennessee, Indiana and Mississippi Bar Associations, we are known for excellence in representing our clients’ interests. Through our associations, we have access to attorneys across the country when questions and practice of local law and custom arise.
Our clients include private, public and institutional owners, investors, developers, retailers, tenants, contractors and lenders, some of whose primary business is real estate, others of whom engage in real estate transactions as an ancillary part of their business. Our attorneys assist clients with transactions nationwide, whether for direct investment, ownership and management, in developing lifestyle, shopping center, office, multi-family, residential and mixed-use projects, related to corporate mergers and acquisitions, in connection with hospital and healthcare transactions, or in developing and leasing industrial properties. Identifying and fulfilling our client’s goals and expectations is our highest priority.
Retail Office, Industrial, Multi-Family and Residential Development
Our attorneys counsel owners, investors, developers, retailers, tenants, and contractors for retail, office, industrial, multi-family and residential uses regarding:
Acquisition and Disposition
We assist our clients with a wide array of acquisition, development and disposition transactions, from mixed-use centers to hotels and resorts; from lifestyle shopping centers to medical office buildings; from residential subdivisions to multi-tenant office/warehouse buildings; from multi-family apartments to single-family golf course developments; from regional malls to build-to-suit single-tenant facilities; from owner-occupied warehouses to office buildings to major industrial developments.
In working with our clients, we assist in structuring and managing ownership of real estate, whether as a single-asset LLC, a limited partnership, corporation, REIT, trust, tenancy in common, or other ownership vehicle, while working through the issues of transferability of interests, “waterfalls” of distributions, allocations of profits and losses, bankruptcy protections, and other debt and equity structures.
Land Use and Zoning
Securing the necessary land use, zoning and other permits, easements and restrictions for the project is crucial to being able to successfully develop, construct and operate any project, whether owner-occupied or leased. We successfully work with clients and governmental authorities to ensure that our clients’ real estate investment, development and operations are in compliance with regulations and to foster our clients’ business objectives. Our attorneys are skilled in working with governmental representatives, neighborhood groups, landfill and other special property users to obtain necessary approvals for our clients. In doing so, we work closely with the engineers, architects, consultants and other professional advisors engaged for the project to integrate the zoning and permitting process with the other facets of the real estate project for our clients. We appear regularly before municipal and county bodies to assist our clients in zoning issues and handle appeals of zoning decisions when necessary. We also work to establish and enforce appropriate OEAs, REAS, easements and restrictions for the uses desired while effectively assessing and dealing with existing matters of record. We also represent clients in governmental condemnations and inverse condemnations of property.
Apart from the inherent value of the land and improvements which comprise any project, the project’s leasing is the key for the creation of value which exceeds the sum of the project’s parts. The cash flow generated is a product of both each particular lease’s specific terms and conditions, and the cumulative interactions of all of the leases comprising a project’s occupancy. Our lawyers maintain a sophisticated understanding of the inter workings of lease provisions and overall project leasing which directly impact a leased project’s level of success. Our experience extends to all types of properties, including office, retail, industrial, health care and multi-family projects, on a local, regional and national basis. Our negotiation and documentation of leasehold interests include ground leases, sale and leaseback transactions, shopping center leases, warehouse leases, office leases, medical office leases, and leasing of various mixed-use projects. We routinely deal with unique issues such as air rights, medical, restaurant, entertainment and other unique uses, condominium regimes and the intricacies of mixed-use projects. We also assist our landlord and tenant clients in assessing and enforcing their rights and remedies under their leases. We establish extensive reporting and communications for each step and each phase of leasing, tenant by tenant, moment by moment, so that our clients know the status of these efforts and how timing fits their objectives. Time is money. Rate structure is also money; our offices operate in markets with lower rates and overhead compared with our national competitors.
Financing is at the crux of any deal’s success. Our real estate lawyers represent both lenders and borrowers in all aspects of commercial real estate finance, including acquisition and construction financing, term loans, permanent loans (CMBS, life insurance company, and CDO), mezzanine and other equity financing, subordinated financing, credit-enhanced financing, private debt placement, sale-leasebacks, syndications, bankruptcy remote entity structuring, revenue bond financing, low income housing and tax credit financing. We also serve as primary and local counsel for lenders in single-project and multi-state transactions.
Given the difficulties that the economy has struggled with for the past few years, our experience is increasingly important as we assist our borrower, lender, landlord and tenant clients in navigating these muddy waters. Having worked through the recessions of the 1980s, early 2000s, and now, we bring a depth and breadth of experience to the table in working through issues between parties and even within ownership structures to find resolution to conflict, workable alternatives, and, when necessary, enforcement of remedies through litigation, mediation, arbitration and bankruptcy proceedings. As is becoming more evident, opportunities also exist in newly evolving and re-emerging markets. Our attorneys assist clients in identifying, strategizing, and implementing plans to take advantage of these ever-increasing opportunities for short-term gain and long-term positioning.
Title insurance is a form of indemnity insurance that provides protection to owners, lenders and tenants against unknown liens and interests in real property. Obtaining title insurance with appropriate endorsements is a critical component of most transactions involving real estate. Establishing a plan for the issuance of title insurance with appropriate increases through the phases of development of a project provides critically needed coverages and results in substantial cost savings through the life of a developmental project. This critical component of planning and implementation is not understood by many clients and is usually overlooked through the process of closing transactions. Our attorneys understand the critical need for adequate title insurance coverages and the advantages that proper management of coverages provides for our clients. We are an agent for Fidelity National Title Insurance Company and its subsidiaries, including Chicago Title Insurance Company, First American Title Insurance Company, Old Republic Title Insurance Company and most national title insurance companies doing business in the United States.
Whether a project is to be built from the ground up, refurbished, expanded, or improved for a specific tenant, a myriad of contracts, plans, specifications, local and state laws and regulations, and business agreements must coordinate to accomplish the project’s existence. And, occasionally, all does not go as anticipated, resulting in disputes, arbitration and litigation. We have substantial experience in construction matters, including the negotiation and preparation of AIA and other construction and development contracts, dealing with fundings and allowances, permitting, mechanics lien issues, and all aspects of dispute resolution.
Asset and Property Management
There is no greater sense of satisfaction than seeing the brick and mortar finally come together as the buildings, roads, sidewalks, signs and landscaping that were initially envisioned are completed, with tenants moving in, hiring staff, filling their shelves with goods and opening for business. But, the adventure has really only just begun. Establishing sound asset and property management plans and agreements enhance the long-term value of any project, regardless whether the project is to be managed through the client’s internal management groups or using third parties. We can assist in putting together those plans and agreements and obtaining necessary lender and investor consents.
The real estate and environmental law attorneys work with our clients to assess and comply with federal and state environmental laws and regulations applicable to any business or real estate development, and to assess and assist the client in making sound economic business decisions as to how to deal with environmental issues in connection with a project, whether for the acquisition, financing, construction or disposition of a project, as part of a brownfield, or in working through contamination issues on site or nearby.
We all know that two things can’t be avoided in this life, and taxes are part of our business climate and affect all aspects of real estate investment and development. Our attorneys work in close partnership in assisting clients in evaluating all aspects of the federal and state tax implications on a project and making sound decisions in structuring the deal to reflect the client’s needs.
Project Planning and Management
Any project requires the coordination of all phases, from property acquisition, to planning, land use, permitting, zoning, construction planning, contracting, implementation and dispute resolution, loan negotiation and closing, owners and lenders title insurance and increases in coverage through phases of development, leasing, coordination of co-tenancies, tenant improvements, and move-in dates and requirements, term and permanent financings, to property dispositions. Our attorneys utilize sophisticated planning and implementation tools for the coordination and management of projects, including state-of-the art intranet technology to allow personnel from the various parties to access appropriate materials while controlling all aspects of access and communications. We are uniquely situated to coordinate all necessary phases and tasks.
Our attorneys have represented clients in major litigation regarding real estate ownership, leasing, construction, financing bankruptcy and other matters throughout Kentucky, Indiana, Tennessee, Mississippi and beyond. Our experience extends to zoning, evictions, foreclosures, construction litigation, lease disputes, title insurance, condemnation and tax assessment appeals. We have acted as counsel for several title insurance companies in defending their insureds in matters involving mechanics' liens, ownership disputes, fraud, survey and related problems.
As a regional firm with a national practice, we utilize the latest technology to facilitate our practice and our clients’ business objectives. Our extranet sites are established and made available to our clients and other authorized visitors with access keyed to their role and necessary involvement in the various issues, keeping confidential that which is required to be confidential, and sharing appropriately available information and materials to the various deal constituents. Documentation that can be shared includes lease documents, acquisition/disposition documents, financing documents, site due diligence and reports, project information, surveys, site plans, construction documents, plans and specifications, permitting and compliance information, and documentation received electronically along with scanned copies of original documents. Each site is specially established with access granted as needed.