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Services Available
Affordable Housing and Tax Credits
Clients involved in every aspect of the affordable housing industry turn to McGuireWoods for help and representation. Our practice in this area has established reputation a for top quality work.
McGuireWoods has extensive experience with the Section 42 Low-Income Housing Tax Credit (LIHTC) program, and we have represented a wide range of clients in both 4% and 9% transactions under Section 42. We are also experienced in transactions using Historic Tax Credits. Among our clients are lenders, tax credit equity investors, syndicators, for-profit and not-for-profit developers, including 501(c)(3) corporations, property managers, brokers and local and regional housing authorities.
Workouts Involving Tax Credit Transactions
We also represent clients in workouts and foreclosures involving tax credit and tax-exempt bond transactions. We work with all parties involved in a transaction including lenders, developers and equity investors, and offer structured solutions to under-performing or non-performing LIHTC developments.
We often restructure the financing and ownership of these transactions, as well as communicate with the appropriate allocating agencies to obtain consents and other relief from them. We represent trustees, bondholders and borrowers in tax-exempt bond workouts. We also deal with foreclosures, receiverships and deed-in-lieu of foreclosure matters, and provide post-transition compliance advice.
Other Subsidy Programs
In addition to the LIHTC program, we are experienced in most subsidized housing programs, including those involving tax-exempt financing. We provide structure advice aimed at maximizing the investment in the housing development, while minimizing the adverse tax consequences to investors often associated with some subsidies.
We assist clients in subsidy programs including Home Funds, AHP grants, §221(d)(4), §221(d)(3), HOPE and HUD programs. Representing clients in connection with these subsidy programs often includes assisting them throughout the application process, dealing with the applicable agency or other entities, and providing compliance advice.
Tax Exempt Bond Financing
Lawyers in the Affordable Housing group and in the Municipal Finance group regularly represent participants in all forms of bond issues including qualified 501(c)(3) bonds, multi-family exempt facility issues, and other housing bond issues. We regularly serve as counsel to owners, lenders, bond purchasers, borrowers, issuers and underwriters in tax-exempt bond transactions. This representation includes transactions involving tax-exempt financing without tax credits and 4% LIHTC transactions, as well as the representation of a variety of tax-exempt organizations.
Not-For-Profit Organizations
We represent a number of tax-exempt organizations throughout the country whose missions are to promote affordable housing. We assist in the formation of the entities; in the representation of the entities throughout the application process, which has included appearing before the IRS; and in the continued representation of those organizations in structuring joint ventures with other not-for-profit organizations and for-profit developers. We also have experience responding to IRS audits of these organizations.
Capital Markets and Real Estate
Real estate finance evolved in the 1980s and 1990s, leaving behind the more traditional sources of capital available to the real estate industry. In this rapidly changing environment, our Real Estate Capital Markets Group was formed to assist real estate clients in gaining access to the capital markets and to assist clients in investing or obtaining capital in real estate. The lawyers in our Real Estate Capital Markets Group reflect our interdisciplinary approach and are drawn from our real estate transactions, banking and financial institutions, business taxation, creditors rights and bankruptcy, corporate finance, and securities regulation areas. By combining our strengths and depth of experience in all of these areas, we offer clients a broad range of services to help them take full advantage of the real estate capital markets.
Because of our comprehensive background and array of resources, we are often asked to coordinate and manage complex multi-state and international transactions. We have substantial experience representing real estate investment advisors and their insurance company, governmental and private sector pension plan, foundation, REIT, bank affiliate and foreign investor clients. We are asked to act as counsel in a wide range of traditional and non-traditional real estate transactions including the acquisition, sale, leasing and financing of transactions, as well as project finance, synthetic leases, sale-leasebacks, public-private partnerships, negotiation of local and state incentives, and privatization transactions.
Services
McGuireWoods provides services in the following areas, among others:
Mortgage-Backed Securities. Since the 1980s, the volume of mortgage-backed securities transactions and, in particular, non-agency or commercial mortgage-backed securities (CMBS), has grown dramatically each year. Through our extensive asset-backed securitization practice, we have represented issuers, underwriters, trustees and others in the securitization of various types of real estate assets. Moreover, our tax attorneys have extensive experience in creating and utilizing pass-through trusts, leveraged trusts and real estate mortgage investment conduits (REMICs) in mortgage-backed securitization transactions, as well as knowledge of financial asset securitization investment trusts (FASITs).
Mortgage Loan Origination, Servicing and Asset Management. In our representation of capital market lenders, we have participated in the origination of a wide variety of commercial mortgage loans for securitization, including loans secured by multi-family, retail, office, warehouse/industrial and hotel properties. We have experience structuring even the most complex transactions for ultimate securitization, including loans involving defeasance, hyperamortization and earn-outs, and mezzanine financing. Our representation also includes licensing issues, development of strategic alliances, negotiating and preparing servicing agreements, pooling and servicing agreements and origination agreements. At the same time, we assist in the monitoring of loans and in the restructuring and workout, both in and out of court, of problem loans. This representation includes institutional lenders, life companies, real estate mortgage investment conduits (REMICS) and servicers.
Portfolio Loan Sales. Whether real estate loans are originated as part of conduit programs or in the more traditional manner, lenders increasingly are packaging whole loans for sale to the capital markets. In order to avoid reserving significant capital to retain commercial real estate loans in their portfolios, or merely to reduce the credit risk associated with holding commercial real estate loans, banks have begun to look for ways to divest themselves of such loans altogether or at least to reduce the period of time during which they hold loans after origination. We have handled numerous sales of commercial real estate loan portfolios, both performing and nonperforming, and we have a working knowledge of the accounting and other issues involved in selling this type of asset.
Real Estate Investment Trusts. Real estate investment trusts now provide a major portion of the capital invested in the real estate industry. McGuireWoods' corporate, securities and tax lawyers have experience in forming REITs, converting C Corporations into REITs, representing REITs in initial public offerings, preferred stock offerings and mergers, as well as providing general tax and corporate counseling on an ongoing basis. We also have performed shelf registrations for various REITs, and are intimately familiar with the SEC rules governing and the forms required with this capital raising approach. Our lawyers regularly represent REITs in the acquisition, financing and disposition of their real estate assets, and we also represent clients who invest in REITs.
Services to Real Estate Investment Advisors. Our lawyers understand the complex and highly technical nature of the tax laws associated with funds, and often are called upon to guide real estate investment advisors through the complicated matrix of regulations. Lawyers from appropriate practice areas including real estate, affordable housing, taxation, corporate finance, ERISA, and securities regulation collectively offer a holistic approach, while providing critical depth of understanding in their respective practice areas. The result is a breadth and depth of understanding that allows us to provide a comprehensive range of value-added services to our real estate investment advisor clients, including assistance in analyzing and optimizing investment entity structures through the application of our knowledge and experience with Section 115 entities, tax group trusts, business trusts, Section 501 (c)(2) and 501 (c)(25) title holding entities, partnerships and limited liability companies.
Sale-Leasebacks. Sale-leasebacks have long been an attractive off-balance sheet device for corporations to finance real estate used in the company's business. With a depth of experience in general corporate and real estate acquisition matters, we maintain a national presence in the sale-leaseback industry, as is evidenced by our completion of more than $1 billion of such transactions in the last several years. In our sale-lease back practice, we represent equity, credit tenant and lender participants. The form of the NAIC "bond" retail lease drafted by McGuireWoods has become the standard form for many sale-leaseback packages used by competing law firms. We are also experienced in providing the sophisticated legal opinions customarily requested by lenders participating in these transactions, such as the "no substantive consolidation" opinion required for transactions headed for the securitization market.
Synthetic Leases. Synthetic leases have become one of the hottest techniques for financing the acquisition and construction of real estate projects, particularly build-to-suit projects. This financing arrangement permits the user of the real estate assets to achieve off-balance sheet accounting treatment while retaining the tax benefits and the design and operational control associated with ownership of property. We have knowledge of tax and accounting requirements, and we are experienced in structuring deals to respond to the accounting, tax and financial needs of our clients. We have represented clients using synthetic leases to finance portfolio acquisitions and sole asset purchases, as well as developed synthetic lease "programs" with packaged structures and standard documents allowing the acquisition and construction of a series of properties to be handled quickly and efficiently.
Leasing
Approximately forty McGuireWoods real estate lawyers in offices across the country represent clients on real estate leasing matters. Our work ranges from administering the documentation of ongoing leasing programs for property management or property-owning clients to negotiating specialty leases for corporate mergers, acquisitions or dispositions.
Retail Tenant Work
We do some of our highest profile work in retail leasing from the tenants' perspective. A number of national retailers turn to us for representation when they lease space and sites for their store operations. We do so much work in this area that we are acquainted with most major participants in the retail real estate industry, including shopping center developers, lending institutions, other retailers and other prominent law firms in the area. In several circumstances, we have represented retail clients in their initial multi-store entry into major metropolitan markets, including Chicago, New York City and Seattle.
Our work in this area includes drafting and negotiating build-to-suit leases, space leases and ground leases. Many of our attorneys are members of the International Council of Shopping Centers. We are frequently invited to speak at the seminars and expositions of this premier industry group, and to contribute articles for its publications.
Landlord Work
On an ongoing basis, we represent several clients who own and manage shopping centers, malls, office buildings, warehouse facilities, and office and industrial parks. We have streamlined leasing procedures for landlords who require identical forms for a particular mall or other development, relieving our clients from much of the burden of lease negotiation and administration.
Specialty Leasing Work
We often join multi-disciplinary teams of lawyers representing clients in corporate acquisitions, dispositions or mergers. Through our work on transactions like these, we have become highly experienced in specialty leasing arrangements. These arrangements include complicated leases of industrial facilities requiring segregation of a portion of a large industrial complex from the remainder, where extensive provisions regarding shared access, maintenance and utilities must be negotiated and documented. Tax or financing objectives drive others, such as lease-option arrangements devised to accommodate deferred purchase price payments.
Real Estate Transactions
McGuireWoods lawyers represent participants on all sides of every type of real estate transaction. Our clients include tenants, landlords, developers, lenders, syndicators, brokers, entrepreneurs, buyers, sellers and investors. We have counseled them in the acquisition, financing, planning, zoning, constructions, leasing and sale of real estate. Through our breadth of experience, we have gained the ability to streamline transactions and readily achieve our clients' objectives.
Our real estate attorneys provide comprehensive real estate services, including:
Leasing
We draft commercial leases of all types for tenants and landlords. We also handle a variety of landlord-tenant issues, including dispute resolution and evictions. We understand the intricacies of subordinations, non-disturbance, attornment agreements, and all other facets of leasing work.
Financing
On behalf of lenders or borrowers, we handle foreclosures, bankruptcies, creditors' issues, mechanics liens and workouts of defaulted loans. Our attorneys handle a wide range of financings and refinancings, including acquisitions and development loans, construction loans, permanent loans, synthetic lease and sale-lease transactions, secondary mortgage market mattes, participating loans, local development corporation and Small Business Administration loans.
Acquisitions/Dispositions
In addition to representing buyers and sellers of all kinds of real estate properties, shopping centers, office buildings, multi-family housing, undeveloped land and timberland, we often handle the real estate aspects of larger transactions, such as acquisitions and dispositions of entire businesses (divisions, subsidiaries or entire companies.
Covenants and Restrictions
We draft various types of covenants and restrictions intended to bind and "run with" the land that they affect. These instruments range from simple restrictive covenants that might be included in a deed to complex documents establishing long-term development schemes for large tracts of land including formation of homeowner associations.
Condominiums, Cooperatives and Time-Shares
Our lawyers are well versed in the various legal requirements existing in each jurisdiction in which we practice that relate to the establishment of and governance of condominium and "horizontal property" regimes, time-share and real estate cooperatives.
Construction and Development Contracts
We represent developers, project owners, contractors, subcontractors, architects, engineers and lenders on a host of issues related to construction and development issues, including construction contracts, architects, and other professional service contracts, environmental and other development consulting agreements.
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