Real Estate

Our attorneys represent a wide range of investors and owners of real estate, both public and private companies, in buying, owning, managing, and selling commercial, residential, and industrial real estate assets. In addition to handling typical acquisition and sale matters, we have developed and refined unique acquisition, development, financing, partnership, joint venture, and other equity participation structures for institutional clients.

We represent publicly traded real estate investment trusts (REITS), private funds, asset managers, and operators in the full cycle of real estate investment transactions, including developments. We have particular experience in organizing real estate joint ventures to accomplish our clients’ investment goals while reflecting competitive and changing market trends. From the start, we account for the inherent imperfections in the market between capital and the business needs of both operators and developers. Serving as advisors to both sponsors and capital providers, we bring best practices to structuring the terms and conditions of the deal and completing the structure in an exceedingly competitive market. We do this by leveraging the firm’s depth of resources and implementing an early-stage approach to understanding the objectives of clients and the deal at hand.

We collaborate with our finance, tax, energy, and other corporate practice groups to advise on site acquisition through purchase, ground lease, and other acquisition methods; tax-efficient ownership structures; financing through debt, equity, bond, public-private partnerships, tax credit and other finance transactions; environmental and regulatory issues; sale-leasebacks; subsequent property and portfolio management; and more.

We represent financial institutions, non-bank lenders, and borrowers in a full range of real estate finance transactions, including all aspects of transactions structured for securitization and balance sheet financings (i.e., interim, conduit, large loans, construction, mezzanine, and leasehold financings). We also represent clients in the sale and purchase of whole loans, B Notes, participations and mezzanine loans, as well as loan portfolios.

In addition, our attorneys have considerable experience with warehouse and repurchase agreements, credit facilities, and financial transactions with complex terms, including multiple interest rate options, foreign currency exchanges, interest rate protection products, and the syndication of interests in loans by lead lenders and agent banks.

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We represent developers in leasing programs for entire portfolios of office buildings, shopping centers, and warehouse properties. We regularly represent institutional clients, as both landlords and tenants, in lease negotiations for space in sophisticated office, retail, and industrial markets. Our attorneys have considerable experience in purchase options, space construction, rent escalation clauses, and leasing brokerage issues.

Working in conjunction with property owners, we have developed novel and practical leasing structures to attract top-quality tenants and limit the exposure to owners and lenders of the increased costs associated with such leases. We regularly assist in contract negotiations, financing arrangements, and negotiating ground leases.

Winston is well regarded for its deep and broad experience working on project finance transactions, including several award-winning deals and projects. Our practitioners represent a diverse mix of participants and stakeholders in connection with all types of investments and non-recourse/limited recourse financings, and we have experience working on many of the most complex projects, within aggressive time frames, while employing inventive solutions.

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Real estate deals are complex and involve a wide range of investors and capital structures with multiple layers of equity and debt. We approach this complexity by bringing together a coordinated multidisciplinary group with vast capacities in real estate, corporate, tax, ERISA, restructuring, and related legal disciplines.

We represent private equity funds, family offices, developers, and other market players in structuring and negotiating joint ventures, mezzanine loans, preferred equity, company acquisitions, and other transactions related to real estate projects around the world.

We have significant experience litigating real estate-related disputes for major U.S. and non-U.S. corporations, financial institutions, insurance companies, pension funds, and other high-level real estate market participants and litigants. Our team has successfully represented clients in leasing disputes, including those involving maintenance and other lease obligations, and terminations; matters relating to real estate acquisitions, dispositions, and development projects; and cases arising in the bankruptcy context. We also have deep experience representing homebuilders and developers in disputes stemming from the wide variety of issues inherent in this high-stakes and high-exposure industry.

Our attorneys represent opportunity funds, real estate funds, REITs, operating businesses, and others in connection with various types of sale-leaseback transactions. We represent purchaser-landlords, seller-tenants, mortgage lenders, and mezzanine lenders in connection with various sale-leaseback structures, including those involving large portfolios of real property located in different states, complex tenant structures, and securitization of the related mortgage loans.

We take a team approach to these transactions, often working closely with corporate, restructuring, tax, and environmental attorneys at the firm to appropriately deal with the many issues these transactions can present.

We have extensive experience representing clients involved in real estate-related workout, restructuring, bankruptcy, disposition, and litigation matters for properties of all types, including commercial, retail, and mixed-use. Our attorneys have significant experience in the exercise of remedies, lender liability, UCC and judicial/non-judicial real estate foreclosures (non-consensual and consensual), deeds-in-lieu of foreclosure, unified foreclosures, fraudulent transfers, preferences, and other bankruptcy issues.

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