Practices

Private Equity Real Estate

Our Private Equity Real Estate Team provides a wide range of services to private equity firms involved in commercial real estate investing and lending transactions. We advise on acquisitions and dispositions, joint venture and preferred equity investments, first mortgage and mezzanine lending, loan purchases, distressed real estate matters, and portfolio analysis.

We also advise private equity clients on tax and REIT-related matters and on fund formation and fund-level and project-level financing transactions, including subscription facilities, lines of credit, warehouse/repurchase facilities and construction and term loans.

With offices throughout the United States, including in key eastern and western locations, we understand each area’s regional issues, local laws, political climate, and distinct market characteristics. Our interdisciplinary group combines that regional perspective with national real estate, finance, workout, and tax experience to provide comprehensive, focused, and effective counseling to real estate private equity firms of all sizes.

Experience

Represented a global telecommunications company in connection with its development of a $1.2 billion 59-story skyscraper in Philadelphia. We represented the global telecommunications company in both a joint venture agreement with a major real estate investment trust and the long-term lease of the building. Anchor tenants in the 1.33 million-square-foot tower will be the telecommunications company and its affiliates. The building also will be home to a 200-plus room Four Seasons Hotel and a restaurant. Designed by world-renowned British architect Lord Norman Foster of Foster + Partners, the building is expected to achieve LEED Platinum certification. It also will have direct access to SEPTA's Suburban Station to add convenience for tenants and visitors.
Represented a major life insurance company in the formation of several joint ventures with a developer for the acquisition, development, construction, and leasing of various large-scale industrial properties in Chicago, Atlanta, Southern California, and Washington state with a total investment of more than $100 million. One of the Washington projects involved negotiation of a long-term ground lease with the local port authority and an option to ground lease future phases.
Represented a major life insurance company in the formation of a joint venture with a developer partner for the $275 million acquisition and leaseback of a building located in Northern California from an international communications company. A unique condominium structure was concurrently created so that the seller could continue to own portions of the project for its offices and equipment and satisfy California Public Utilities Commission requirements.

Represented a private equity fund managed by a national real estate development company in acquiring and restructuring $370 million in senior and mezzanine loans secured by three luxury high-rise condominium projects in New York, including the structuring and negotiation of participation and management agreements with the existing developer/sponsor, negotiation of amendments to existing franchise agreements with two international luxury hotel/condominium brand franchisors, and the origination of $10 million in new construction financing to complete the projects.
Represent a joint venture of a real estate development company and a real estate investment company in the development of a 28-story mixed-use building (441,000 square feet) with 365 dwelling units and 14,500 square feet devoted to retail. We represented the developer in obtaining site control through a long-term ground lease with the University City Science Center, as well as negotiating an agreement with the Science Center concerning the overall development of the project. The project has successfully completed Philadelphia's new zoning process that requires community outreach and design review. The project enjoyed the support of the local Councilwoman and the Registered Community Organization as well as favorable review from the Planning Commission's Civic Design Review Committee. Elements of this project also earned the approval of the Zoning Board of Adjustment, the Philadelphia City Planning Commission, the Streets Department, and the Philadelphia Water Department.
Represented a joint venture, including a major real estate investor and manager, in connection with the acquisition, financing and leasing of an approximately 675,000-square-foot industrial/warehouse building located in Lansdale, Pennsylvania.
Represent a national owner and operator of shopping malls in a joint venture with Pennsylvania Real Estate Investment Trust in connection with the redevelopment of The Gallery at Market East in Philadelphia. The Gallery is one of Center City Philadelphia's oldest and largest shopping venues, including over 1.4 million square feet of retail space. Ballard Spahr is handling the leasing for the entire project. Among the other matters Ballard Spahr has addressed in connection with this transaction are land use, city contract, construction contract, lien waivers, and realty transfer tax issues.
Represented a commingled group investment trust composed of multiple pension plans in the development of a new luxury high-rise apartment project in Chicago. The total development value is more than $150 million. The transaction involved the coordination of multiple sources of capital for development and construction. Ballard Spahr handled construction law and accessibility law issues. The firm reviewed disclosures of pending accessibility claims against affiliates and the impact on this transaction, as well as indemnities related to compliance with design and construction requirements for accessibility for the disabled.
Represented a commingled group investment trust composed of multiple pension plans in an over $100 million investment in a joint venture with a national REIT. The joint venture was formed to acquire portfolio of retail centers across Southeast.
Served as lead counsel to a large east coast-based property owner and operator and its managed real estate investment fund in its acquisition of a 348-unit, Class A multifamily property located in Arlington, Virginia, and now known as The Point at Pentagon City, from an affiliate of the Carlyle Group.
Served as deal counsel to a large East Coast-based property owner and operator in its transaction to pay $110.5 million for the Monterey, a 432-unit apartment property in the Washington, D.C., suburb of North Bethesda, Maryland. The client was buying the property from a venture of Angelo, Gordon & Co. of New York and Federal Capital Partners of Bethesda. The property consisted of three 16-story buildings and was roughly 98 percent occupied. It included a resort-style swimming pool, fitness center, business center, more than 4,000 square feet of retail commercial space, and 659 parking spots in structured parking.
Represented a joint venture of a large East Coast-based property owner and operator and a real estate investment fund in the acquisition of a participation in debt securing a major multifamily mixed-use project in Washington, D.C. from a Cayman Island CDO trust. The acquisition was extremely complex as the debt was split into an A/B structure, and a portion of the debt was securitized. Among other things, we had to negotiate a complicated participation agreement with the collateral manager and trustee of a CDO trust.
Represented a parking management and real estate development company in the development of a Home2 Suites by Hilton® across from the newly expanded Pennsylvania Convention Center. The 246-suite hotel is one of the first new-build hotels in Philadelphia in more than a decade and is the largest property for the brand to date. The hotel will feature more than 2,000 square feet of meeting space and 9,750 square feet for ground retail and restaurants. The property is the first mixed-use hotel and retail facility for the client. Our attorneys represented the client in obtaining zoning approvals, the tax structuring, and all related construction and real estate documentation. We also handled the joint-venture agreement with the hotel operator, the franchise agreement with Hilton, and the hotel management agreement.
Represented the joint venture between a biomedical realty company and a university in Philadelphia in connection with the development, financing, and leasing of a research building, including drafting and negotiating condominium documents, ground lease, tenant leases, and financing. This project consisted of a LEED certified research building with parking and an option to build a larger tower on an adjacent parcel. The project also included options to develop three other sites.
Represented a joint venture of a large university and a biomedical realty company in connection with the redevelopment of the former University City High School property at 36th and Filbert Streets. We worked on the zoning, remapping and text amendments passed by the City Council required for the project. In addition, our lawyers have done the zoning work for lot line changes, signage, and water and runoff permits, as well as providing advice in use of public streets and sidewalks.
Represented a regional real estate investment and development firm in a variety of acquisition, disposition, redevelopment, financing and leasing transactions involving a variety of project types including office, industrial and quarry properties and having an aggregate transaction value in the hundreds of millions of dollars. This representation included multiple equity syndications involving the preparation of private placement memoranda, accredited investor questionnaires and subscription agreements.
Represented the sponsor, in its roles as general partner and minority investor, in the recapitalization of a series of investment partnerships that owned a portfolio of suburban Philadelphia office buildings valued in excess of $200 million. The majority investor in the partnerships was a foreign investment fund in liquidation. The recapitalization involved the repayment of $175 million in maturing debt as to which the sponsor had provided a limited guaranty as well as the renegotiation of certain partnership/control rights and the structuring of a mechanism to monetize a portion of the sponsor's equity position.

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Dominic J. De Simone

Team Leader

desimone@ballardspahr.com
- Tel 215.864.8704

Private Equity Real Estate

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