Boutin Jones INC., Attorneys at Law

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Real Estate

The Basics

The real estate group at Boutin Jones has a reputation as one of the region’s most well-rounded, experienced groups of real estate lawyers, handling the area’s largest, most complex and high-profile transactions. With focus areas in nearly ten areas of real estate specialty, the group performs work not only in the Sacramento region, but throughout California, the Western United States and Hawaii.

Acquisitions and Dispositions

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.

Commercial Leasing

The firm’s lawyers have extensive experience in commercial leasing, representing both lessees and lessors.  We prepare and negotiate virtually all types of leases covering a wide variety of office, industrial, medical and retail projects.  We draft and negotiate ground leases, build-to-suit leases, leases in the context of sale-leaseback transactions, office and industrial space leases (in both single and multi-tenant buildings), agricultural leases, medical office leases, retail and shopping center leases and special financing leases. 

Environmental Law and Conditions

The firm has significant expertise in the legal issues related to environmental conditions affecting real property and their impact on real estate and real estate finance transactions.  We are experienced in the review and implementation of Phase I and other environmental studies, and in the negotiation and documentation of representations, warranties, indemnifications, and other agreement provisions regarding the allocation of liability and responsibility for hazardous materials, in all types of acquisitions, dispositions, loan transactions and leases.  We are also experienced in addressing complex issues related to other types of environmental conditions, including toxic mold, wetlands, archeological conditions, endangered species and historic uses.

Master Planned Communities

The firm represents a number of developers and is experienced in matters typical to the development of master planned communities, such as the creation and enforcement of purchase and sale agreements, builder’s agreements, marketing agreements, rights of first refusal, financing plans, development agreements, covenants, conditions and restrictions and ancillary documents.  The firm has recently represented the master developer in the assemblage and acquisition of a “new town” master planned community in the San Joaquin Valley, and in connection with the documentation and implementation of a merchant builder program for the sale and development of “neighborhood villages.”  Principals in the firm have represented the master developers of Mountain House, Natomas Park, Stonelake, Anatolia, The Promontory, Blackstone El Dorado, Crocker Ranch, Lincoln Crossing and the Spring Lake project in Woodland, among others.

Merchant Builder Transactions

The firm is local counsel for Lennar Homes, a national merchant homebuilder, and for a number of other merchant builder clients, including JMC Homes and United Communities. We have experience in the formation of home-building companies and joint venture arrangements which include existing and new merchant builder operations. We also have extensive experience in the negotiation and documentation of merchant builder programs for master-planned communities and provide advice and representation in matters related to entity structure, licensing, joint venture structures, acquisitions, dispositions, development matters, environmental matters and related work.

Partnerships, Joint Ventures and LLCs

We are experienced in advising clients as to the appropriate entity and joint venture structures for acquiring and holding real property interests in a manner designed to meet the client’s need for insulation from liability, protection of assets and ease of operation. We are familiar with and advise clients on the business, tax and accounting aspects of regular and subchapter “S” corporations, limited and general partnerships, limited liability companies, and a variety of joint venture structures. We are also experienced in the negotiation and documentation of joint ventures and investment structures, and in various financing arrangements typical to the development process, including those between merchant builders and master planned community developers, financial partners and merchant builders, and financial partners and developers of master planned communities.

Real Estate Development

The firm represents a number of developers and is experienced in matters typical to the development of planned communities, such as the creation and enforcement of covenants, conditions and restrictions, drafting easements, rights of way, development agreements, construction contracts, consultant agreements and other documents integral to the development and management of master planned communities.

Real Estate Finance

The firm’s real estate attorneys are also experienced in the documentation and negotiation of real property and mixed collateral secured loans. In addition to representing lenders and borrowers in connection with loan origination, we represent numerous clients in loan participations, the acquisition of outstanding loans, and the packaging and disposition of individual loans and loan portfolios. We acted as lead counsel in the acquisition of over 450 performing and nonperforming loans encumbering real property assets in 19 jurisdictions. Our attorneys routinely advise clients on the impact of the California “anti-deficiency” and “one action” rules on proposed and existing debt structures, and are experienced in structuring transactions and preparing security documents that maximize the availability of collateral in the event of default.

The firm has assembled a multi-disciplinary team of real estate, finance, business, litigation and bankruptcy attorneys with special expertise in advising and assisting institutional and private lenders, and borrowers, in commercial and real property loan transactions related to non-performing loans.  Our expertise extends to loan modifications, restructurings and workouts; judicial and non-judicial foreclosure; guaranties, letters of credit and other credit support vehicles; bankruptcy and insolvency matters; individual loan sales and portfolio loan sales; deed-in-lieu transactions; loan document review; and loan originations.

Representative Experience

  • Bank Special Loans. Represented a private equity investor in commercial office properties, in a management team buyout from Morgan Stanley of multiple joint-venture real estate assets and a $27 million securitized loan financing of the acquisition (2010-2011).
  • Borrower Buyout Financing. Representation of local and regional banks in the negotiation and documentation of “special loans” for OREO properties, ground lease financings and failed-project financings for condominium projects and conversion projects.
  • Creation of Loan Program. Our real estate group represented the CRHMFA Homebuyers Fund in the development and implementation of a $25 million Moderate Income Retrofit and Conversion Loan Program, including: (i) negotiation of the California Energy Commission grant contract; (ii) the structuring and creation of loan program documentation, vendor contracts and underwriting guidelines; and (iii) the creation of loan servicing guidelines in connection with long term loan program administration. We previously represented the State’s California Integrated Waste Management Board in the design, documentation and implementation of the CIWMB’s award-winning Recycling Marketing Development Loan Program (RMDZ).

Taxation and Exchanges

The firm’s seven tax attorneys include four with advanced degrees in tax law, four certified public accountants and two with significant prior experience within the IRS, including a former trial attorney from the IRS Office of Chief Counsel. The firm has sophisticated and significant expertise in the taxation of partnerships and corporations, and other vehicles for the ownership of and investment in, real estate assets. Our tax lawyers advise our clients in all aspects of real estate transactions, including in connection with acquisitions, dispositions, tax-deferred exchanges, financings and re-financings, debt modifications and foreclosures. We provide tax advice on the application and impact of Proposition 13, and transfer taxes. The firm has additional expertise in the areas of non-profit taxation, and in resolving tax controversies on behalf of our clients at the state and federal level, through both administrative and court proceedings. We also have significant experience representing high-wealth individuals in tax and estate planning matters, such as wealth transfer, asset protection and minimizing estate, gift and generation-skipping transfer taxes.