making your deal happen

Numerous legal structures can be used to create and operate a mixed-use project.  Counsel for the project developer needs to understand the project and his or her client’s short and long-term goals in order to strategically and properly structure the transaction and draft the underlying project documents. 

Lerch Early’s real estate transactions attorneys convert the project developer’s need to have as much control and discretion as possible in the initial development or redevelopment of the project into underlying project documents that are flexible, financeable, and user-friendly to the project developer, as well as to other owners, tenants, lenders, and investors in the mixed-use project.  Our team assists the client in structuring the transaction, and we prepare project master declarations, reciprocal easement agreements, condominium documents and entitlement agreements for the project – to name a few of the documents that may be used to paper a mixed-use project.  Because Lerch Early attorneys also represent owners and developers of residential and commercial projects, retail and office tenants, lenders, and investors, we are knowledgeable about the methods used to subdivide parcels into lots for separate ownership, sale, lease, or financing.  Our project developer clients benefit by our anticipating the issues and addressing them in the underlying project documentation.

Success Stories

Adventist HealthCare

Challenge

The senior living subsidiary of Adventist HealthCare a number of its subsidiaries decided to sell six skilled nursing facilities. The sale to Genesis HealthCare involved multiple owners and jurisdictions.

Strategy

Adventist HealthCare owned five of the facilities and one was jointly owned by Frederick Memorial Hospital. Four of the facilities were located in Montgomery County, and the remaining two were located in Prince George’s County and Frederick County. The multi-million dollar transaction, which took the better part of a year to complete, involved the sale and lease of real estate, the sale of the ongoing business operations of the nursing facilities, defeasance of bond financing, and various ancillary issues. Lerch Early attorneys worked closely with in-house counsel and a number of other representatives of Adventist HealthCare to negotiate the sales contracts, satisfy due diligence requirements, and successfully complete the transfer.

Result

Adventist HealthCare now is able to focus care for the community’s senior population through its various programs, partnerships and entities.

Howard University

Challenge

Lerch Early serves as primary outside real estate counsel to Howard University.  For the past several years, the now 150 year old University has been leveraging certain of its Washington, DC real estate assets to improve the campus environment and the experience of its most valuable assets – the students, faculty and staff of the University.

Strategy

In 2016-2017, Lerch Early attorneys worked with the University’s internal legal and finance teams and its outside real estate advisor, Alvarez and Marsal, to structure a unique arrangement among  Howard Dormitory Holdings 1, LLC, a wholly-owned and title-holding company of Howard University, and Howard University (collectively, the “University Parties”) and Corvias Campus Living, LLC (“Corvias”).  Lerch Early represented the University Parties in drafting and negotiating the concessionaire, project management and residential life agreements, entity formation agreements, construction contracts, financing documents, and other operative  agreements in connection with the transaction, as well as assisting the University Parties in addressing and resolving numerous legal and business issues associated with the transaction.

Result

The innovative 40-year partnership among the University Parties and Corvias raised $144 million, a portion of which will fund the renovation and modernization of the Howard Towers, will provide for the ongoing management of the Howard Towers and two additional residence halls, and will create, for the long-term, a sizable reserve fund for future capital expenses.

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