Real Estate

Morrison & Foerster has one of the leading real estate practices in the United States, Asia, and Europe. We provide innovative and practical legal advice to a broad range of real estate industry participants in all types of real estate transactions, including acquisition, development, financing, ownership, leasing, and operation. In particular, we regularly assist our clients in debt and equity transactions covering virtually all real estate product types.

In an era in which the real estate industry has become increasingly global and oriented toward capital markets, we are able to provide our clients with the most effective legal representation, notwithstanding the location, size, staffing needs, or time constraints of any transaction. To ensure effective geographic coverage for our clients, real estate lawyers are resident in most of the firm’s major offices. Additionally, the lawyers in our Real Estate Group work in cooperation with our colleagues in the firm’s Financial Transactions, Tax, Securities, Corporate, Bankruptcy, Litigation, and other practice areas to bring the full resources of the firm to bear in addressing the needs of our clients.

Our Real Estate Group has extensive experience in the areas of:

Real Estate Financing and Capital Markets

We are preeminent in the field of real estate finance, representing many of the principal institutions that provide financing and related investment support for real estate acquisition, development, construction, and long-term investment. Our clients include both portfolio and conduit lenders who are active in financing a wide range of projects and product types, including development, construction, and long-term financing, as well as secured and unsecured lending to major real estate companies, developers, and owners.

We assist in structuring and documenting a wide variety of lending transactions, including development and construction loans, conventional mortgages, complex or “hybrid” debt devices such as participating and convertible mortgages, mezzanine or layered debt/equity structures, conduit loans and loans originated for securitization, loans involving interest rate swaps and other hedging devices, net lease and other credit lease financing, intercreditor and co-lender arrangements, and letter of credit and other credit-enhancement structures. We regularly represent lead lenders in syndicated loan transactions. We have substantial experience in subscription line financing to real estate funds (including opportunity funds), secured and unsecured credit facilities to REITs, credit facilities to funds, and other multi-asset lending arrangements.

We also regularly represent borrowers in real estate financing transactions. Our in-depth understanding of market trends means that we are able to combine our knowledge of the challenges faced by real estate owners/developers and our understanding of the concerns and requirements of the lending community to facilitate appropriate solutions and to ensure the efficient negotiation and closing of transactions.

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Real Estate Investment Trusts (REITs)

Lawyers in the firm’s Real Estate Group, together with our colleagues in the firm’s Corporate Finance, Investment Management, and Tax practices, participate in an interdisciplinary group that focuses on REITs. Lawyers in the REIT practice area are actively involved in advising REITs, sponsors, developers, contributors, investors, investment advisers, and underwriters on all aspects of REIT activities, including the following:

Formation. Representing and advising clients in the organization and formation of REITs, including the formation of UPREITs, Down REITs, and private REITs.

Corporate Finance/Mergers and Acquisitions. Initial and subsequent public offerings by REITs; debt financing transactions, including public offerings, 144A offerings, and private credit financings; guidance to public REITs in connection with their ongoing SEC reporting and other requirements; private placements of shares and operating partnership units in connection with real estate transactions and cash purchases by exchange funds and other investors; and mergers and acquisitions, including REIT/REIT and REIT/non-REIT combinations, and taxable and tax-free transactions.

Real Estate. Real estate transactions, including:

  • Acquisitions and dispositions of real property assets and portfolios using both traditional formats and tax-efficient structures, including like-kind exchanges (multi-property and multi-party exchanges, as well as non-simultaneous, build-to-suit, and reverse exchanges) and transactions structured to minimize property taxes and transfer taxes.
  • Joint ventures for acquisition and development of real estate projects between REITs and taxable, tax-exempt, and foreign investors through partnerships, limited liability companies, and privately held REITs.
  • “Roll-ups” and similar transactions involving the contribution of real estate projects and real estate partnership interests into UPREITs and their operating partnerships.
  • Negotiation of secured and unsecured financing arrangements for REITs and REIT assets, including lines of credit, construction and development loans, permanent financing, acquisition financing, pooled transactions, and other financing structures.

Read more about our REIT practice.

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Private Equity Real Estate

Our global PERE practice boasts an award-winning team that has built a reputation for guiding the world’s preeminent private equity funds and their operating partners through all stages of the real estate investment cycle, from fund formation through downstream investments and exits across a broad range of asset classes and transaction types that includes office, retail, logistics, and industrial real estate assets and both investment and development deals. Our knowledge is truly global, which means we can provide clients with local U.S. and international advice for best practice deal execution.

Our wide breadth of experience enables us to help clients “look around corners” and stay ahead of potential regulatory and other pitfalls. With support from colleagues across our international platform in areas including tax, finance, and regulatory and compliance, we can advise on all aspects of PERE transactions.

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Joint Ventures and Co-Investments

Joint venture investment in large-scale real estate projects is an active area of our practice. Joint ventures, including common structures such as limited liability companies and limited partnerships, as well as more complex arrangements such as participating ground leases, managed tenancy-in-common agreements, and participating development/management agreements, frequently demand creative solutions. We are uniquely suited to provide them based on our extensive representation of a variety of clients in the joint venture development or ownership of hotels, shopping centers, office buildings, multi-family and single-family residential developments, mixed-use projects, redevelopment projects, brownfields development, research and development projects, and logistics and industrial properties. In addition, we have actively represented various parties, including institutions, investment companies, pension funds and advisors, and REITs in connection with co-investment arrangements establishing strategic alliances for real estate investment and development activities around the globe. These arrangements may cover defined properties or assets or involve blind pools.

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Funds and Fund Financing

We have an active funds practice. We use our considerable experience to benefit our clients and provide advice for all stages of a fund’s life cycle. Through our global network of offices, our funds practice brings together lawyers in Tax, Corporate, Finance, Regulatory, and Real Estate to help our clients achieve their funds’ objectives. We have particular experience advising funds on restructurings, extensions, liquidations, and other special situations. We are one of only a few firms that has had an active subscription line financing practice since the inception of the product. The market’s earliest participants sought our advice in creating these financing arrangements and advising on the specialized instrument’s unique legal issues. We have continued to drive innovation and have remained a key participant in the subscription line financing market through the evolution of the loan market and fund formation. Our large, global subscription line financing team has deep knowledge of the particular collateral, fund formation, and structuring issues that arise in these financings. Our deep subject-matter knowledge, combined with our business-minded, client-focused approach, positions us as a market leader in subscription line financing matters.

Read more about our Private Funds practice.

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Purchase and Sale of Real Estate Assets

We regularly handle acquisitions and dispositions of real estate projects, equity investments, mortgage loans, and real estate portfolios. In recent years, we have represented a number of clients in the bulk acquisition and disposition of real estate assets and mortgage loans, the assemblage of parcels comprising large master-planned developments, the sale of REO properties, the purchase of large-scale development sites, residential subdivisions and mixed-use projects, and the purchase and sale of real estate projects and mortgage loans through auction and other bidding procedures.

Our international network of offices enables us to provide advice on transactions around the globe where we leverage the knowledge of the lawyers in our Corporate, Tax, Regulatory and Finance practices to ensure we achieve our clients’ objectives.

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Hotel and Resort Properties

We have particular experience counseling investors, owners, lenders, and management companies in all facets of hotel and resort acquisition, disposition, financing, and management. Based on our long history of assisting clients with hotel- and resort-related activities, we have established a reputation as a leader in the field. The wide range of legal resources in this area that we can marshal throughout the firm (including tax-planning advice and counseling with respect to labor relations and employee benefit issues) enables us to handle all aspects of complex and multifaceted hotel and resort projects.

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Leasing and Asset Management Transactions

We have extensive experience representing both landlords and tenants in leasing transactions involving millions of square feet of office, retail, industrial, and other commercial space in urban and suburban areas. Our real estate lawyers have also been particularly active in structuring and negotiating lease-equity deals and developing other innovative approaches to lease transactions. In addition, we work regularly with clients who own and operate income-producing real estate assets in documenting their asset management and property management arrangements.

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Sale-Leasebacks and Other Lease Financing

Our experience in sale-leasebacks, leveraged facility leases, master leases, and other lease/financing transactions covers a wide variety of transactions and structures, including single investor transactions, lease transactions in which the lessor participates out its rights under the lease to other investors or that involve other multi-party leveraged arrangements, and highly complex, multi-party securitized and syndicated lease financing involving multiple properties. Our experience includes substantial lease/financing transactions involving manufacturing, distribution, research and development, and office and headquarters facilities for high-tech, biotech, pharmaceutical, financial services, and gaming companies.

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Real Estate Development, Land Use, and Construction

A major component of our real estate practice is the representation of developers, property owners, investors, contractors, and financial institutions in a wide variety of development and construction projects. Lawyers in the Real Estate Group, working together with our land use lawyers, have been involved in some of the largest and most cutting-edge projects, including the development of master-planned communities, urban entertainment centers, military base and airport conversions, large-scale redevelopment projects, airport and public transit expansions, and other major public and industrial facilities. Our work encompasses all facets of the entitlement/planning, regulatory compliance, development, and construction process, including land use and subdivision/zoning/planning approvals, development agreements and vested rights structuring, environmental impact assessments, endangered species and wetlands compliance, and redevelopment issues. Our development and construction practice also encompasses the negotiation and documentation of a substantial number of design and construction agreements with engineering and design professionals, general contractors and construction managers, and a variety of industry trades.

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Distressed Real Estate

Together with our accomplished business restructuring and insolvency lawyers and litigators, our group handles some of the largest and most complex distressed real estate matters.

We regularly advise secured and unsecured lenders and creditors’ committees on real estate workouts and restructurings, including consensual out-of-court restructurings and chapter 11 reorganization, liquidation, and administration and company voluntary arrangements (CVA) cases. Our significant and continued experience representing lenders in complex real estate workouts and reorganization cases has allowed our professionals to be in the forefront of the latest issues affecting workouts and reorganization.

Read more about our Business Restructuring + Insolvency practice.

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Corporate Real Estate

We have represented numerous corporate clients in real property transactions involving the acquisition, development, expansion, redevelopment, financing, leasing, management, and disposition of headquarters facilities, manufacturing plants and facilities, and other corporate real estate assets, including bulk dispositions of operating and surplus real properties (such as bank branch locations). We actively represent a wide variety of non-real estate companies in connection with their leasing of operating and manufacturing space, and counsel them in connection with major facilities planning.

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