Blank Rome LLP

Our diverse clientele is involved in a full range of property types, including raw land, shopping centers, hotels, office buildings, residential and industrial properties, and multi-use properties.  Transactions range from asset sales and acquisitions to multi-property, multi-state portfolio transactions, to entity-level leveraged mergers and buyouts, and include a full complement of investment and ownership structures.  We provide seasoned advice in structuring and negotiating the parties’ business relationships, including such matters as type of entity, preferred equity arrangements, master lease structures, tax (including transfer tax) issues, buy-sell arrangements, and other exit strategies.  We counsel clients on the often-changing rating agency requirements for bankruptcy remote entities (with input from our Delaware office where necessary), negotiations with different classes of third-party lenders, secured and unsecured, and on ERISA and other regulatory issues. 

Select Engagements

• Leading independent oil refiner, in its acquisition of over 340 sites from a competing oil refiner in 2004, recognized by the Philadelphia Business Journal as one of the Delaware Valley's Biggest Deals of 2004.
• REIT in a transaction that involved the acquisition, from a major regional shopping center developer, of six shopping malls, including several like-kind exchange transactions under Section 1031 of the Internal Revenue Code, for an aggregate purchase price of $548 million, and a concurrent tax-free roll-up of partnership interests in a seventh mall.
• Bulk acquisition on behalf of a national petroleum company of 195 service stations and convenience stores in Florida, Georgia, North Carolina and South Carolina, including coordination of zoning/permitting issues, 1031 exchanges, negotiations with landlords and other third parties, and complex due diligence matters.
• Commercial lender in the $37 million loan to purchase six nursing homes in Florida and Pennsylvania.
• Real estate investment manager and advisor in the $29.7 million sale of a multi-family property in Birmingham, AL to a real estate investment and services company.
• Real estate investment firm in the $19.5 million sale of a multi-family apartment complex in North Carolina to a national real estate investment group.
• Sale of limited liability company interests in the entity which owned the News Building in New York City to a public REIT.
• Joint venture formed by DRA Advisors and Developers Diversified in the securitized financing of a power shopping center portfolio including the restructuring of the borrowing entity to create new special purpose bankruptcy remote entities with the ability to enter into mortgages secured by real estate as well as a mezzanine loan secured by membership interests.
• Healthcare company in the sale of eight skilled nursing facilities in Illinois, and in the sale of 11 skilled nursing facilities in Florida.
• Seller of a retail power center in San Diego consisting of in excess of 500,000 square feet.
• Acquisition of a country club and related golf course facilities, in Wilmington, Delaware, including a re-zoning, financing, utilities transmission agreements and complex title insurance arrangements.
• Redemption of a joint venturer’s interest in a major office complex in Dover, Delaware and representation of new joint venturer in negotiations with existing owner in a reconstituted joint venture.
• $90 million recapitalization and refinancing of the equity ownership interests in a limited service hotel portfolio on behalf of a large Pennsylvania-based pension fund.
• Sale, structured as a stock sale, of all ownership interests in an 85 unit residential and retail building on Manhattan’s upper west side, addressing a variety of federal and state income and transfer tax issues.
• Residential developer in connection with the acquisition of an ongoing residential development business from a real estate investment trust involving approximately 1,000 lots in 15 communities in several states, as well as houses under construction, materials, equipment, vehicles, and other intangible assets.
• Negotiation with an opportunity fund joint venturer to permit the sale of its ownership interest in an entity owning a midtown Manhattan office building to a large Canadian pension fund adviser, including negotiation of modified joint venture arrangements with the new venturer.