Stevens & Lee has broad-based experience assisting clients in diverse and complex real estate matters. Our clients include owners, developers, builders, businesses, financial institutions, investment bankers, private equity groups and mortgage bankers, among others.

Our real estate practice includes the following service areas:

• Transactions
• Zoning and Land Use
• Development and Construction
• Real Estate Finance
• Taxation
• Workout and Restructuring
• Condominiumizations

Transactions
Stevens & Lee assists clients in all types of real estate transactions including purchases, sales, joint ventures, leases and securitizations, sale/leaseback transactions, IRC section 1031 swaps, limited partnership syndication, REIT financing and tax credit syndications. We negotiate contract provisions in agreements of sale, draft and negotiate leases and perform due diligence to ensure there are no deed or access restrictions, title issues, or easements. In addition, we are highly experienced in the purchase and sale of properties with environmental clean-up issues and include a review of environmental liabilities in our due diligence. We work with owners and management companies in structuring and negotiating contracts to manage both development projects and operating properties.

We have been involved with numerous transactions for diverse types of clients:

• Represented a client in the $283 million sale/leaseback of one million square feet of office space (one of the largest real estate transactions ever in New Jersey)
• Represented a regional syndication firm in its acquisition, financing and syndication of real estate investments up and down the east coast
• Served as lead counsel in a multi-state sale/leaseback transaction involving over 130 properties and as lead counsel in the acquisition, development, financing and construction of numerous corporate campuses, including campuses for Bristol-Myers Squibb Company and the new North American headquarters facility for Almac Clinical Services
• Represented one of the largest thrifts in the country with its long-term contract with a national real estate company for management of its entire portfolio of branch, office and operations center properties

Zoning and Land Use
We represent commercial, industrial and residential developers in obtaining zoning, subdivision, land use and site plan approvals for single retail uses, regional shopping centers, office headquarters, metropolitan business parks, research laboratories, large distribution parks, planned communities and all kinds of residential, institutional and municipal projects. We have also served as special land use and construction counsel to various public entities, such as local governing bodies and school districts.

Specific areas of experience include:

• Review and preparation of ordinances for zoning, subdivision and land development
• Development agreements and financial security agreements
• Zoning and subdivision procedural and validity challenges
• Negotiations with public utilities and municipal authorities regarding water and sewer
• Obtaining and negotiating approvals from state and federal agencies
• Appealing building code requirements

Development and Construction
Stevens & Lee assists clients in all aspects of commercial real estate development and construction. We have over 35 years of experience representing a wide variety of companies in diverse industries.

We have represented many major U.S. real estate companies in the development and financing of substantial single- and multi-use projects, including large residential projects, shopping centers and malls, office buildings and office parks, industrial facilities and industrial parks, marine facilities, hotels, hospitals and other specialty properties. Currently, we represent a major Pennsylvania city in the public/private development of its waterfront.

Specific areas of experience include:

• Commercial land use, leasing and conveyancing
• Resolution of title and boundary disputes
• Project completion, including construction and mechanics liens, performance and payment bond claims
• Real estate, land use and construction issues for various public entities, such as zoning boards and school districts

Real Estate Finance
Stevens & Lee is experienced with the capitalization of real estate transactions and projects through banks and other financial institutions and entities, including REITS. We assist clients in structuring loan participations and syndications for real estate acquisitions, development, refinancing and expansion projects. These transactions range from simple loan participations to highly complex, multi-class loan and other cash flow securitizations. We structure, negotiate and document these transactions on behalf of issuers, investors, pension funds and commercial and mortgage bankers, among others. Our experience in securities, loan origination and trading, federal and state tax law and loan servicing practices permits us to address virtually all issues involved in the securitization of real estate assets.

We represent lenders and borrowers in acquisitions, construction projects and permanent financing, including tax-free and taxable financing, as well as tax-credit driven financing. We are well-versed in common and preferred equity financings to provide the capital necessary to support acquisitions. We are also experienced in public offerings, follow-on-equity offerings, debt financings, portfolio investments and transactions and debt and equity placements as they pertain to real estate holdings.

Stevens & Lee’s experience is equally strong regarding structuring, negotiating and documenting off-balance sheet transactions for the divestiture of capital real estate. This includes sale-leasebacks, synthetic leases, securitization and other creative mechanisms.

Taxation
We counsel clients in matters involving federal, state and local real estate taxation. Specific areas include tax assessments, use and occupancy taxes, business privilege taxes, transfer or documentary stamp taxes, tax exemptions and tax abatement programs, IRC § 1031 swaps and tax credit syndications. We also assist clients in obtaining tax advantaged zones and designations and payment-in-lieu of tax agreements.

Stevens & Lee assists clients in minimizing the tax obligations of their transactions and holdings while, at the same time, meeting their business objectives. We have substantial experience representing banks and other institutional investors, for-profit and not-for-profit housing developers, housing fund promoters and managers, syndicators of tax credit investments, local government units, capital markets groups, mortgage companies, mortgage loan traders and mortgage loan conduits, among others. We provide clients with proactive solutions to a full spectrum of tax issues involving real estate.

Workout and Restructuring
Stevens & Lee counsels clients in all aspects of restructuring, bankruptcy and the stabilization of troubled real estate projects, including through the acquisition and divestiture of troubled companies and the reorganization or acquisition of new financing or investments. Our clients include landlords and tenants; trade creditors, including contractors and subcontractors, manufacturers, material suppliers, insurers, service providers; banks and other lending institutions; financially distressed companies; stockholders, bondholders and parties with other debt or quasi-equity positions; creditors’ committees; municipal bodies; and other parties involved in all types of restructuring, bankruptcy and other proceedings; and acquisitions and divestitures of troubled companies.

Our experience includes:

• Secured asset recovery proceedings in state and federal courts
• Preworkout agreements and other lender liability avoidance matters
• Bankruptcy matters as they pertain to real estate holdings (these include stays against lien enforcement, set-offs, preferences, fraudulent conveyances, leveraged buyouts and the power of the debtor-in-possession or trustee to assume or reject leases and executory contracts)
• Workouts outside of bankruptcy, such as loan modifications, asset swaps and sales and conveyances to avoid foreclosure

Our clients span all industries, including lending institutions, manufacturers, insurers, service providers, landlords and other companies.

Condominiumizations
Stevens & Lee works with owners, buyers, lenders and owners’ associations in all types of condominium and planned community projects. We have substantial experience working with condominium documents and operations, including the inter-relationships among project sponsors, unit owners and owners’ associations. One of our lawyers was an original draftsman on the Pennsylvania model form condominium documents project when the Uniform Condominium Act was originally adopted. Our lawyers have recently represented clients in the condominiums for traditional neighborhood development projects (with apartment, professional office and residential uses), warehouse/distribution center site condominiums and convention center/hotel condominiums in downtown revitalization projects.

For more information on our real estate practice, please contact Ronald M. Lucas at 717.255.7352.