Cole Schotz P.C.

 

Acquisition and Sales

OVERVIEW

We have the keen judgment and technical skills to handle all aspects of the acquisition and disposition process on a local, national and international level. From single property deals to complex, multi-state portfolio transactions, we guide our clients through purchases and sales, ground leases, like-kind exchanges and the purchase and sale of equity interests in entities, involving a broad range of real estate, including shopping centers, freestanding retail buildings, warehouses, hotels and multifamily properties. We structure, negotiate and document the transaction, coordinate and perform due diligence, and manage all transaction phases through closing and beyond. 

We also work closely with our colleagues in the environmental, tax, corporate and litigation departments when appropriate to provide clients with a full range of services and comprehensive solutions.

Document Negotiation
We negotiate and draft brokers’ listing agreements, letters of intent, option agreements, purchase and sale agreements, joint venture agreements, management agreements and all other necessary documents, including loan documents, leaseback agreements and 1031 like-kind exchange documents. 

Collaboration with Consultants
We work with clients in selecting and overseeing various third parties, including brokers, title companies, land surveyors, due diligence consultants, environmental consultants, civil and structural engineers, local counsel and other professionals.  We also work with land surveyors and title insurance companies in obtaining the appropriate form and content of ALTA land surveys and title insurance policies.

Due Diligence Review
We assist clients with various aspects of the due diligence process, including review of site selection and economic feasibility studies; physical, environmental and land use due diligence reports; title and survey review; lien and litigation searches; and entity authority concerns.  We also review public records and file inquiries with public officials to ascertain whether a property complies with applicable laws, the extent of any uncured violations and whether the owner has obtained the necessary licenses, permits and governmental approvals to construct and operate a property.

Lease and Contract Review
For transactions involving tenant-occupied properties, we review and analyze existing leases to determine, among other things, if they comport with underwriting, if third-party consents are required for the transaction and the rights and costs to assign or terminate any leases.  We will also review property management and service contracts that a client might assume as the new owner of a property.

Financing
We regularly assist clients with negotiating financing documentation with lenders along with coordinating the payoff, defeasance and, in some cases, the assignment and assumption of existing loans.

Risk Management
We assist clients in identifying potential liability exposure, which can be addressed through indemnity protection, insurance coverage (including environmental insurance coverage where appropriate), waivers and releases, disclosures, escrows and post-closing rights.

Tax Structure
We offer clients guidance for structuring transactions to minimize and defer potential tax liability, including implementing forward and reverse 1031 exchanges and the use of certain entity structures.

PROFESSIONALS

Attorneys