Acquisitions and
Dispositions

Development
Transactions

Finance

Joint Ventures and
Investment Funds

Land Use

Leasing

Multifamily Housing Bond and
Tax Credit Transactions

Select Real Estate Clients

MTO’s real estate practice includes the representation of major financial institutions, real estate companies, governmental entities, nonprofit organizations and individual entrepreneurs in transactions involving the acquisition, disposition, development, financing and leasing of, and investments in, major real estate projects in California and throughout the United States.  For example, the firm’s lawyers have recently acted or are presently engaged as lead counsel in transactions involving the following real estate projects:

• the Walt Disney Concert Hall in downtown Los Angeles;
• the Cathedral of Our Lady of the Angels in downtown Los Angeles;
• Park Place, a 1.7 million-square foot office retail project in Orange County;
• The Pike at Rainbow Harbor, a 375,000-square foot retail-entertainment project along the waterfront in Long Beach, California;
• the redevelopment of Grand Avenue in downtown Los Angeles, to consist of office, retail, theaters, multi-family residential and hotel uses;
• the development, through public-private partnerships involving the Los Angeles County Metropolitan Transportation Authority, of commercial and residential projects adjacent to transit terminals (light rail and bus) in Los Angeles;
• U.S. Bank's new headquarters lease at U.S. Bank Tower (formerly the Library Tower) in downtown Los Angeles;
• A new $300 million hospital for Saint John's Health Center in Santa Monica; and
• the California Endowment's headquarters building in downtown Los Angeles.

Our real estate attorneys have significant experience in structuring and negotiating all types of real estate transactions.  These transactions range from traditional commercial projects (such as office buildings, shopping centers, hotels and industrial facilities), to residential projects (such as apartments and senior housing and congregate care facilities), to public or quasi-public developments (see above) to special real estate assets (such as power plants and entertainment venues).  Detailed descriptions and examples of our experience in the following types of real estate transactions are contained below:

• Acquisitions and Dispositions
• Development Transactions (including "public-private partnerships")
• Finance (including workouts and enforcement proceedings)
• Joint Ventures and Investment Funds
• Land Use
• Leasing
• Multi-Family Housing Bond and Tax Credit Transactions

Many transactions that we handle are extremely complex and present a variety of challenges. Our real estate group works closely with other MTO attorneys specializing in corporate, tax, bankruptcy and environmental law and litigation to address all of the client’s needs for a particular transaction.  A list of some of MTO’s real estate clients also is set forth below.

Our real estate attorneys are members of and hold (or have held) leadership positions in leading national, state and local bar and industry organizations and have given speeches and written articles and sections of real estate practice guides on issues relating to real estate development, leasing and finance. Two of our attorneys, O'Malley Miller and Richard Volpert, are members of the prestigious American College of Real Estate Lawyers and each has previously served as Chairman of the Real Property Section of the Los Angeles County Bar Association.

For additional information concerning our real estate practice or a particular transaction, please contact one of our real estate partners, Jeffrey Heintz, O'Malley Miller, Dana Treister and Richard Volpert.

Acquisitions and Dispositions

We have represented clients in the purchase and sale of all types of real estate projects, including office buildings, hotels, retail projects, industrial properties and residential developments. A few examples of our representations in this area include:

• Maguire Partners in the purchase of and financing of various office and mixed-use projects, including the acquisition of Park Place, a 1.7 million-square foot office and retail project in Irvine, California.

• Vivendi Universal (now NBC Universal) in the sales of the 775,000-square foot office building commonly known as 10 Universal City Plaza, the Sheraton Universal Hotel and the Universal Hilton and Towers Hotel, each in Los Angeles.

• Tishman Speyer Properties in the purchases of various office and mixed-use buildings (office and retail) in Los Angeles, Burbank and Glendale, California.

• Southern California Edison in its disposition of gas fired power plants as part of the deregulation of the electric generation industry in California.

• San Diego Unified Port District in its acquisition of the South Bay Power Plant and 165 acres of oceanfront property.

• California Institute of Technology in the acquisition of the former St. Luke Medical Center facility in Pasadena, California.

• Hines in its acquisition, development and disposition of commercial projects in Southern California.

• WCB Properties Limited Partnership, often in conjunction with Goldman Sachs & Co., in the purchase and sale of office, industrial and mixed-use projects throughout the United States. 

Development Transactions

We have represented local and national development companies, governmental authorities and nonprofit organizations in the development of numerous commercial, residential and public projects.  Many of the projects have been so-called “public-private partnerships” that have involved Owner Participation Agreements, Disposition and Development Agreements, Ground Leases and similar agreements with redevelopment agencies and other governmental authorities.  We have substantial experience negotiating and preparing contracts with architects, contractors, engineers and other project consultants.  Some examples of our representations in this area include:

• The Roman Catholic Archdiocese of Los Angeles in the development of the Cathedral of Our Lady of the Angels, the new 3,000-seat Roman Catholic cathedral in downtown Los Angeles.  The transaction involved the negotiation of a Disposition and Development Agreement with the Los Angeles Community Redevelopment Agency.

• County of Los Angeles and Walt Disney Concert Hall, Inc. in the development of the Walt Disney Concert Hall and the related parking garage.  The representations included the negotiation and documentation of leases, construction agreements and an Owner Participation Agreement (with the Los Angeles Community Redevelopment Agency) and project management activities.

• Developers Diversified Realty Corporation in its development of The Pike at Rainbow Harbor, a 375,000-square foot retail-entertainment project along the waterfront in Long Beach, California.  The transaction involved the negotiation of a Disposition and Development Agreement and a 66-year ground lease with the City of Long Beach and included the issuance of Mello Roos bonds to finance certain portions of the project.

• Rand Corporation in the negotiation of an Owner Participation Agreement with the City of Santa Monica for the development of a new headquarters office building.  The transaction also involved the sale of adjacent property to the City for $50 million.

• Saint John's Health Center in its development of a new $300 million hospital in Santa Monica.

• A joint venture whose members include Developers Diversified Realty Corporation, Prudential Real Estate Investors and Coventry Real Estate Partners in the development of CityPlace, a 450,000-square foot mixed use project (retail and residential) in Long Beach.  The representation involved the site acquisition (by purchasing and then foreclosing on a defaulted mortgage loan), an Owner Participation Agreement with the Long Beach Redevelopment Agency, a construction loan and the sale of various “out parcels.”

• The California Endowment, California's largest health care foundation, in its development of its new headquarters building in downtown Los Angeles.

• Sares-Regis Group in the development of a mixed-use project, including 800 residential units, at the Ambassador College site in Pasadena, California.

• Magic Castle LLC in a joint venture to operate the Magic Castle in Hollywood, California and to develop multi-family housing adjacent to this landmark structure.

Finance

We have extensive experience representing borrowers and lenders in various types of financing transactions involving office buildings, shopping centers, hotels, industrial properties, residential and other projects.  These transactions have included loan originations (construction, term and mezzanine loans), sale-leaseback, leveraged lease and similar transactions, workouts, deeds in lieu, foreclosures (friendly and contested) and note sales.  A few examples of our attorneys’ experience in this area include:

• Maguire Properties in its financing of various properties in Southern California.

• The Yucaipa Companies in a mezzanine financing for the development of a 32-story condominium towers adjacent to the Las Vegas strip.

• House of Blues, Inc. in the sale and leaseback of two of its amphitheaters.

• A joint venture whose members include an affiliate of The Edward Thomas Companies and one of Goldman Sachs & Co.'s Whitehall Funds in a construction loan for the Casa del Mar hotel in Santa Monica.

• Joint ventures whose members include one of Goldman Sachs & Co.'s Whitehall Funds in construction and term loans for various large office projects in California.

• Reyes Holdings, a beverage distribution company, in the financing and refinancing of storage facilities.

• A bank in the restructuring of loan facilities with an aggregate principal balance in excess of $230 million and secured by hotels in Arizona, California, Hawaii and Texas.

Joint Ventures and Investment Funds

We have represented developers and investors (institutions and individuals) in structuring, negotiating and forming numerous joint ventures and real estate investment funds, typically organized as a limited liability company or limited partnership, to develop and own commercial and residential real estate projects.  We also have assisted clients in structuring complex partnership reorganizations.  A few examples of our representations in this area include:

• Saybrook Capital in the formation of a fund with a large pension fund to develop and invest in for-sale housing in urban infill areas.

• Academy of Motion Picture Arts and Sciences with partnership and land use issues associated with structuring a "joint venture" between the Academy and UCLA for developing a world class film preservation and archival system.

• Cook Inlet Region, Inc., a Native Alaskan corporation, in a joint venture formed for the purpose of developing a 500-room resort hotel at Lake Las Vegas in Henderson, Nevada.

• Klein Financial in the formation of a fund with a large pension fund to invest in affordable housing projects throughout California.

• Maguire Partners in a complex debt restructuring and partnership reorganization.

• WCB Properties Limited Partnership in the formation of joint ventures for the purpose of acquiring and owning the mixed use projects (office and retail) known as Hazard Center and Sorrento Towers North, Sorrento Court and Sorrento South Corporate Center, each in San Diego.

Land Use

We have extensive experience assisting owners and prospective purchasers of real estate in obtaining the necessary entitlements and approvals for new projects and the redevelopment of existing projects.  Our involvement has included negotiating development, prospective purchaser and similar agreements with governmental authorities, drafting specific plans, assisting clients in complying with (and challenges under) the California Environmental Quality Act, and appearing before planning commissions and other governmental and regulatory authorities.  A few examples of our representations in this area include:

• Amgen, Inc. in the master planning and development of its 1.7 million-square foot, 100+ acre international headquarters campus in Thousand Oaks, California.

• Apollo Real Estate Advisors in the negotiation of a Development Agreement with the City of West Hollywood for entitlements for two hotels, two residential condominium projects and various restaurant and retail uses.

• Claremont University Consortium in land use and general real estate matters pertaining to the development and use of land utilized by the Claremont Colleges.

• The Malibu Bay Company, the owner of multiple parcels of land in Malibu, in the negotiation of a Development Agreement with the City of Malibu.

• The developer of a 900,000-square foot office building in downtown Los Angeles, commonly known as The Figueroa at Wilshire building.  The project necessitated an Environmental Impact Report and five separate acquisitions of transferable development rights in addition to below-grade street vacations for subterranean parking, and proceedings before and approvals from the Los Angeles Community Redevelopment Agency and the Los Angeles Planning Commission.

• City of Beverly Hills in the adaptive reuse of a historic federal post office into a cultural center for putting on small cast performances and providing art exhibition space.

Leasing

We have represented landlords and tenants in numerous leases involving all types of commercial projects.  Additionally, we have extensive experience representing landowners (typically governmental authorities) and developers in long-term ground lease transactions.  A few examples of our representations in this area include:

• U.S. Bank in the negotiation of its headquarters office lease at the U.S. Bank Tower (formerly known as the Library Tower) in Los Angeles. The transaction also involved building name and signage rights.

• Vivendi Universal Entertainment LLP in the negotiation of a 375,000-square foot office lease.

• County of Los Angeles in the negotiation of over 20 long-term ground leases (including negotiation of ground lease rentals and the redevelopment and extension of ground lease terms) for development and operation of various apartment, anchorage, office, hotel and restaurant facilities in Marina del Rey.

• Los Angeles Metropolitan Transportation Authority in the negotiation of long-term ground leases (and other agreements) for the joint development, pursuant to public-private partnerships, of commercial and residential projects adjacent to transit terminals (light rail and bus) in Los Angeles.

• St. John’s Health Center in a participating ground lease of an office building in Santa Monica and the conversion of the building to medical office use.

• Hines, in the leasing of certain office and office/production projects in Southern California.

• A joint venture whose members include Developers Diversified Realty Corporation, Prudential Real Estate Investors and Coventry Real Estate Partners in its retail leases for the 450,000 square foot CityPlace project in Long Beach, California (see Development Transactions above).

• Southern California Gas Company in the negotiation of its headquarters office lease for approximately 540,000 square feet and an equity interest in the building.

• San Diego Unified Port District in the ground lease of oceanfront property for the development of a convention center hotel in San Diego. The transaction included the demolition and environmental remediation of a shipyard, and the negotiation of a development agreement and ground lease.

Multifamily Housing Bond and Tax Credit Transactions

We have represented developers and tax credit investors in transactions involving the acquisition, development and financing of affordable housing and other projects that qualify for federal and state tax credits.  Many of these transactions have involved the issuance or refunding of multifamily housing revenue bonds.  Our representations in this area include:

• Community Builders Group, LLC, one of the fastest growing developers in Southern California of affordable housing projects, in various transactions involving the acquisition and rehabilitation of affordable housing projects and the acquisition and syndication of low-income housing tax credits.

• Willow Partners, LLC in the acquisition, development and tax credit financing of affordable housing and senior living projects throughout California.

• Edison Capital in various transactions involving its investment in partnerships and limited liability companies that own projects qualifying for low-income housing and historic tax credits.

• Pasadena Civic Center West (a Pritzker Family Trust affiliate) in the development of a 375-unit apartment project with 20% low-income housing component. The project included an EIR, a Disposition and Development Agreement with the Pasadena Redevelopment Agency, a Development Agreement with the City of Pasadena, the acquisition of air rights over operating rail line from Santa Fe Railroad (subsequently Los Angeles County Transportation Commission), the issuance of $40,000,000 of tax-exempt, low-income housing bonds, a rebate of tax increment, a three-dimensional subdivision, a Mello Roos assessment district, and various subsidy grants and low cost loans.

• New Cities Development Group in transactions involving the issuance of multifamily housing revenue bonds for the Almaden Lake Village project in San Jose and the Plaza Club Apartments project in Salinas, California.

• Pacific Union Apartments in transactions involving the issuance of multifamily housing revenue bonds for the Shaffer Road Apartments and 1010 Pacific Avenue Apartments projects in Santa Cruz, California.

Select Real Estate Clients

• Abbott Laboratories
• Academy of Motion Picture Arts and Sciences
• Amgen, Inc.
• Apollo Real Estate Advisors
• Bond Capital
• BRE Properties
• The California Endowment
• California Institute of Technology
• Carlsberg Financial Corporation
• Charter Properties
• City of Beverly Hills
• Claremont University Consortium
• Cook Inlet Region, Inc.
• County of Los Angeles
• Coventry Real Estate Partners, Ltd.
• Developers Diversified Realty Corporation
• Equity Residential
• GMS Realty
• Golden State Developers (a Pritzker Family Trust affiliate)
• Goldman Sachs & Co.
• Henry Company
• Hillwood Development
• Hines
• The Irvine Company
• KB Home
• Klein Financial Resources  
• The Kutzer Company
• Los Angeles County Metropolitan Transportation Authority
• Maguire Partners
• The Malibu Bay Company
• Mellon/McMahon Real Estate Advisors, Inc.
• MEPC American Properties Inc.
• Metropolitan Theatres Corporation
• Metropolitan Water District of Southern California
• The Music Center of Los Angeles County
• NBC Universal (formerly Vivendi Universal)
• New Cities Development Group  
• Oaktree Capital 
• Pacific Enterprises
• Pacific Union Apartments
• The Rand Corporation
• Reyes Holdings
• The Roman Catholic Archdiocese of Los Angeles
• Rykoff-Sexton, Inc.
• Saint John's Hospital and Health Center
• San Diego Unified Port District
• Santa Fe International Corporation
• Sares-Regis
• Saybrook Capital
• Southern California Gas Company
• Southern California Edison
• Tishman Speyer Properties
• TJX Corporation
• TRW
• U.S. Bank
• Walt Disney Concert Hall, Inc.
• Washington Mutual Bank
• WCB Properties Limited Partnership
• The Whitehall Funds
• Willow Partners