Boutin Jones INC., Attorneys at Law

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Acquisitions and Dispositions

The Basics

The firm’s real estate lawyers have extensive experience in major, complex real estate acquisitions and dispositions.  We have completed transactions for the acquisition or disposition of a wide variety of real property assets, including high rise office buildings, industrial parks, an entire new town project, several master-planned residential communities, ski resorts, islands in the Sacramento Delta, cattle ranches, hydroelectric projects, medical buildings and complexes, loan portfolios, shopping centers and hotels.  We have also handled merger and acquisition transactions involving primary real estate oriented companies.  We handle all aspects of transactions, from the structure of the entity and the transaction at the outset of the deal, through the closing. 

Our expertise includes:

  • Document negotiation and preparation, including analysis and advice as to the risk of each proposed action or position.
  • Treatment of various aspects of work in progress, warranty work, and related issues in the acquisition and development of and development and homebuilding companies.
  • Title and survey review, and title policy and endorsement negotiation with opposing counsel and the title insurer.
  • The coordination and direction of due diligence (both at the entity level and at the real property level).
  • The protocol and process for identifying, analyzing and abating environmental conditions affecting the property.
  • Lease review, lease negotiation and the collateral and absolute transfer of leases and leasehold interests.
  • The coordination and review of inspections and studies of real property, including: surveys; land use and zoning reviews; environmental studies; engineering studies; soil, earthquake and geophysical studies; structural, glass, HVAC and operating system studies; “sick building” studies; EMF reviews; and ADA and related access law compliance studies.
  • Negotiation and documentation of existing or proposed secured and unsecured financing structures, including analysis of the impact and risk of alternatives, and the review and restructuring of existing financing.
  • The closing process.

Representative Experience

  • Acquisition of $494 million Non-Performing Loan and the Hokuli’a Development Project on Hawaii. The firm’s real estate, finance and bankruptcy groups represented SunChase Holdings, Inc., and its affiliates, in the acquisition of a $494 million non-performing loan encumbering Hokuli’a, a partially developed luxury residential master-planned community on the island of Hawaii, and in the acquisition of various real and personal property assets related to the Hokuli’a project. The firm’s role included structuring the transaction and providing tax analysis, negotiating and documenting the acquisitions of the loan and other assets, coordinating and conducting due diligence on the loan and the underlying project, closing the acquisitions, and developing and implementing a reorganization strategy for the entities owning the project. The Boutin Jones team consisted of Doug Hodell, Jim Moore, Mark Gorton, Jim Leet and Gregg Philipp.
  • Acquisition of Conaway Preservation Group, LLC and Conaway Ranch. The firm’s real estate group represented AKT Investments, Inc., and its affiliates, in the acquisition of Conaway Preservation Group, LLC and its assets, including over 17,000 acres of land in Yolo County commonly known as the Conaway Ranch. The team conducted and managed due diligence work regarding the acquisition of the entity and the land, negotiated and documented the terms for acquisition, and managed the closing.
  • Acquisition of ARCO Towers High Rise Office Project. The firm’s real estate group recently represented Molina Healthcare, Inc. in its $81 million acquisition of the Molina Center, a twin-tower office project formerly known as ARCO Towers, in downtown Long Beach. The team managed the process for the negotiation, documentation, diligence, financing and closing of the acquisition.
  • Major Conservation Easement. The firm’s tax and real estate group completed the acquisition by Wildlife Heritage Foundation of an open space and agricultural conservation easement preserving over 9,207 acres of prime farmland in Fresno County, CA. The easement is one of the largest agricultural preservation easements in the State of California.