Transactional Structuring
A key element of Covington’s real estate practice is advising clients on optimal structuring in the acquisition, ownership and disposition of real estate. We assist in establishing limited liability vehicles, general and limited partnerships, joint ventures, corporations and tenancies-in-common to accomplish the client’s immediate needs and interests in a manner that is consistent with the client’s long-term goals and objectives. Many of the transactions we structure are for not-for-profit organizations, including ventures with building owners or with investors who will take an equity position in their property. We also structure transactions between developers and institutional capital or syndication funds, and negotiate mezzanine debt.
Acquisitions and Dispositions
Covington’s real estate practice is highly accomplished in representing purchasers, sellers or investors in the acquisition and disposition of real estate. We manage due diligence, negotiate and draft contracts, and structure transactions to minimize tax consequences. Acquisitions and dispositions include large land parcels, office buildings, shopping centers, industrial buildings, build-to-suit facilities, redevelopment opportunities with significant economic development enticements.
Financing
Covington’s attorneys have substantial experience in all aspects of real estate financings, including acquisition, development and construction loans, bridge loans, development loans, permanent take-out loans, refinancings, profit participation and mezzanine loan investments, and working capital facilities. We also have substantial experience in tax-exempt bond financing and in handling interest rate and currency rate swap transactions. We represent both lenders and borrowers in these financings, in both secured and unsecured loans. We are also active in workouts and bankruptcies.
Representative Matters
- WCI Communities, Inc. in the acquisition of most of the real estate assets and the operating company controlled by Renaissance Housing Corp. in Northern Virginia.
- The Goodyear Tire & Rubber Company in its 2003 restructuring of $3.3 billion of debt that included US and European secured and asset-based financings and its subsequent subordinated debt offerings and private placement of senior secured notes in 2004 and 2005, each in excess of $5 billion.
- RLA Revitalization Corporation in its disposition, ground leasing, and redevelopment of the 3.2 acre, 843,000 square foot Wax Museum project at 5th and K Streets, NW, now known as CityVista. We also advised RLARC in its negotiations with Waterfront Associates for the sale and redevelopment of RLARC’s fee simple interest in 13.5 acres of land in Southwest DC.
- D.C. Preparatory Academy. As borrower of $5.5 million of tax-exempt District of Columbia revenue bonds to finance the acquisition and reconstruction of this educational facility.
- National Football League. In addition to negotiating the Cleveland Browns' stadium lease on behalf of the NFL, we routinely represent the League in its capacity as lender to member clubs and with regard to approval of complex third-party financing. Stadium financings have included the New England Patriots ($282 million), Washington Redskins ($155 million) and Denver Broncos ($150 million). We have also facilitated franchise financings for, among others, the New York Jets, Dallas Cowboys, New Orleans Saints, Baltimore Ravens, Seattle Seahawks, and Washington Redskins secured by stadia, training facilities and other real property.
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