Commercial Real Estate Transactions
At Williams & Associates, the primary focus of our practice is commercial real estate transactions. Our Los Angeles firm offers big-firm sophistication paired with boutique-firm attention, efficiency and rates. We serve businesses and entrepreneurs in California and nationwide with a range of transactions, including:
Real estate financing
Real estate sales, purchases and exchanges
Real estate leases and ground leases
Real estate loan modification, workouts and restructuring
General real estate transactions
Please also visit our Publications page to see articles that we have written on Commercial Real Estate Law topics.
Dedicated To Representation in Commercial Real Estate Matters
Our attorneys have a depth of experience that prepares them for all manner of real estate transactions, straightforward to complex. Since 1977, we have helped lenders, borrowers, buyers, sellers, landlords, tenants and other commercial real estate clients to achieve their ongoing goals and objectives.
To meet with an experienced commercial real estate lawyer to discuss your legal options, call us at 818-314-1741 . If you prefer, you may send a message online using the secure form on this website. We respond promptly to all messages.
Real Estate Financing
Williams & Associates has extensive experience representing commercial lenders, borrowers, guarantors and other parties in loan origination, refinancing and workout transactions. Our lender clients have included banks and other financial institutions, private lenders, public agencies, and life insurance companies. Our borrower clients have included developers, investors, entrepreneurs, and other real estate interests.
The types of lending transactions that we have worked on include:
Conventional Portfolio Lending, Construction Financing, Permanent Financing, Bridge Financing, Asset Based Lending, Participations and other co-lending structures, Mezzanine Financing, Equity Investment, Government Financing Programs, Other Debt Arrangements, and Conduit Bond Financing.
As with our other practice areas, real estate assets provided as security have included almost all commercial real estate property types including office, retail, industrial, mixed-use properties, hotels, health care, entertainment venues and others. We have also prepared sets of form loan documents for clients.
We have represented lender clients in obtaining regulatory approvals to operate in California.
Real Estate Financing Transactions: Clients and Transactions
Representation of financial institutions (banks, pension funds, insurance companies commercial finance lenders, credit unions, public agencies, etc.) chartered in many different states in financing transactions involving California real property of many asset classes: retail, office, hotel, multi-family housing, theaters/entertainment, industrial, mixed use, portfolio transactions, etc.). Representation of borrowers owning California real property in lending transactions with California and out-of-state financial institutions. Transactions include loan origination, loan modification and loan workouts for acquisition, construction, permanent, bridge, and many other loan structures.
Representation of out of state employees credit union in term loan secured by shopping center in Southern California and in additional advance under same loan.
Representation of Texas bank in loan for the construction of an assisted living facility in Northern California
Representation of Administrative Agent and Lender as local counsel in loan to borrower to be formed by a REIT with respect to multi-tenant office building complex in Orange County, CA.
Representation of borrower in financing for the construction of a Performing Arts Center at a major Los Angeles-area high school using the complex federal New Markets Tax Credit Program.
Local counsel to borrower and affiliates comprising a major Southern California University, hospital and other facilities system in re-structuring of loan including issuance of opinions
Representation of a national senior housing developer as borrower in refinancing of loans on California facilities under HUD 223(f) program (Client provides senior housing communities in 29 states).
Limited lender representation as a) review of extensive borrower comments on loan documents; b) review of specific documents in financing packages; c) preparation or review of loan documents for specific lending programs; d) preparation of form loan documents to be used by financial institution members of trade association; e) review of loan files prior to lender taking enforcement action and f) other matters.
Real Estate Purchase & Sale
We have represented buyers and sellers of almost every commercial real property type and size including office buildings and office parks, individual stores and retail shopping centers, small multi-family properties and multi-building housing complexes, industrial shops and manufacturing facilities, fast food and full service restaurants, labs and medical facilities, raw land, industrial properties of all sizes and others. We have also represented parties in the purchase and sale of portfolios of properties.
We represent parties in all phases of the transaction from the letters of intent stage through the agreement negotiation and documentation, due diligence, closing and post-closing stages. We are able to structure our services to address the exact scope and deliverables required by the client. Transaction structures have included purchases and sales, exchanges, options, consensual eminent domain and sales of ownership interests. Our due diligence review s included extensive review of environmental issues related to the transactions.
Purchase and Sale Transactions: Clients and Transactions
Representation of national bank in sales of excess branch buildings and in purchase of branch buildings previously leased.
Representation of affiliate of family-owned entities owning 13 individual Southern California supermarket stores in acquisition of its first full shopping center and in re- configuration of the shopping center, including lease terminations.
Representation of trusts of high-net-worth individuals in sale of retail site owned by them and providing seller financing for the sale.
Representation of California municipal pension fund in purchase of seven building, 248 unit luxury apartment community.
Representation of prosthetics company in purchase of its sixth location; representation beginning after the parties had executed the purchase and sale agreement.
Representation of major media and entertainment conglomerate in acquisition of largest office building in the San Fernando Valley area of Los Angeles.
Representation of limited liability companies whose members included the country’s largest public pension fund and entities owned and controlled by a prominent sports and business personality in acquisitions of regional shopping centers, in leasing work arising out of ownership and in financing on one center.
Representation of utility company - option to purchase 800,000 square foot office space office park.
Multi-national media conglomerate - co-counsel representation of largest office building in a Southern California region.
Representation on co-counsel basis of California’s largest pension fund in acquisition of two office building complexes in San Diego, California.
Advice to out of state entity acquiring California real property as result of merger regarding California property tax requirements arising out of change of ownership and control of entities owning real property.
Representation of owner in the sale of a 20-acre industrial multi-use facility in Orange County, California to one tenant exercising an option to purchase and, in its lease-back of the client’s portion of the facility.
Real Estate Leasing
We have represented commercial landlords and tenants in office, retail and industrial space lease and ground lease transactions. We have handled leases for all sizes of premises ranging from 1,200 square feet for a retail studio tenant to 800,000 square feet for a major corporate utility client.
Our leasing work has included origination, assignments and subleases, lease renegotiations and workouts, lease terminations and leasehold financing matters. We have represented institutions in connection with their corporate real estate needs and financial institutions in their real estate transactions involving branches and other facilities for operations.
We have developed form lease documentation for projects and have handled lease negotiations for landlords and tenants in a variety of settings. We have also conducted limited reviews of leases providing comment only and have prepared abstracts (summaries) of leases. We also have extensive experience in due diligence review of leases in connection with purchases and financing of commercial real estate.
Our transactional services have also extended to operations at leased premises including property management, leases audits and leasing issues in connection with sales of businesses.
Leasing Transactions: Clients and Transactions
Representation of the largest US financial institution as a tenant in 28 major leases for retail or office locations, on ATM leases, and in 31 leases or ground leases in the expansion of its Southern California branch network.
Representation of national child-care provider in ground leases of premises from which to provide services.
Representation of regional childcare provider as a tenant in leasing transactions to acquire Southern California space for operations.
Representation of the largest Southern California public utility in leasing transactions to acquire additional corporate headquarters consisting of approximately 200,000 square feet and option rights to purchase the 800,000 square foot office park of which the headquarters were a part.
Representation of law firm tenant in lease of space in major downtown Los Angeles office tower owned by a life insurance company.
Representation of Korean-based designer, manufacturer, and distributor in sublease of 60,000 square foot building in Inland Empire area of California.
Representation of major California supermarket chain as tenant or seller in various leases and purchase and sale agreements throughout California. Properties included individual store assets as well as shopping centers and industrial centers/factories owned by the company.
Representation of prospective franchisee of Canadian restaurant franchise in review of lease-related provisions of Franchise Agreement and reviewing lease proposals for Los Angeles County locations.
Representation of foreign-based biotech company in due diligence and proposed lease review required prior to acceptance of letter of intent including evaluation of municipal and third-party requirements.
Representation of national child-care provider in ground leases of premises from which to provide services.
Representation of prospective franchisee of Canadian restaurant franchise in review of lease-related provisions of Franchise Agreement and reviewing lease proposals for Los Angeles County locations.
Representation of office tenants in lease restructurings related to COVID-19.
Representation of major public utility in 50,000 square foot office lease for advanced metering facility and in other leasing transactions.
Lease terminations (including one with big box tenant) representing owner of shopping centers (for whom firm had done the shopping center acquisition work) in connection with the owner’s upgrading the center for occupancy by national tenants. Development of form lease for in-line tenants.
Representation of major shopping center owners in negotiation and documentation of lease transactions with banks, restaurants, apparel retailers, health care centers and other retail and office uses. Tenants have been national, regional, and local companies.
Representation of office users in lease renewals, re-negotiations and documentation of new leases including assistance in evaluating new lease opportunities and review and comment on letters of intent.
Representation of numerous institutional lenders and borrowers in finance-related leasing matters including negotiation and documentation of SNDAs, imposition of requirements for major leases, documenting lender requirements for financing ground leases, review of priority issues including documentation of intercreditor agreements and considerations in drafting and enforcing assignments of rents and leases.
Loan Workout
We have provided representation to banks and other financial institutions and commercial borrowers and guarantors in numerous pre and post-default commercial real estate loan workout matters undertaken with the goal of resolving defaults, restructuring the debt and/or, where necessary, advising parties with respect to any subsequent non-judicial foreclosure. We have also worked on workouts of asset based (personal property-secured) loans. These matters are undertaken pursuant to the agreement of the parties and do not involve bankruptcy proceedings although bankruptcy may be anticipated.
Our work in this area generally starts with an analysis of the client's loan file, both to determine that the loan was properly originated and serviced and to anticipate any possible claims and defenses. We then work with the client to determine the type of relief most appropriate to the situation. Documentation and structures on which we have worked include: pre-workout agreements, loan modifications, loan workouts, forbearance agreements, deeds in lieu of foreclosure, representation for and against loan guarantors, advice on non-judicial foreclosure and post-foreclosure strategy, receivership appointment and sale of real estate owned.
Loan Workout Transactions: Clients and Transactions
Major national bank - in 2024 loan modifications of four loans secured by portfolios of commercial real estate properties owned by different affiliated borrowers. Many affiliated entities as guarantors and providers of additional collateral
Major national bank - restructure of two loans (construction loan and line of credit for tenant improvements) secured by office buildings.
Non-profit (publicly affiliated) Lender - workouts and enforcement action with regard to real estate and asset based loans
Federal agency - receivership appointment and non-judicial foreclosure of airport ground lessee’s interest in property involving 55 hangar subleases
Major national bank: loan modification transactions and in documentation of deed in lieu of foreclosure transactions
Federal agency - workout of largest loan in the portfolio of an institution ($80 million dollars) participated loan secured by mixed use commercial and residential project
Organizer and moderator (Norma Williams) of (first ever) 2 hour program at the September 2020 Annual Meeting of the American College of Mortgage Attorneys entitled “Loan Defaults and Two Not So Tough Acts to Follow” looking at then-current status of loan defaults, workout and bankruptcy alternatives and the Uniform Assignment of Rents Act and the Uniform Commercial Real Estate Receivership Act.
Representative Transactions
Real Estate Financing Transactions: Clients and Transactions
Representation of out of state employees' credit union in $14MM term loan secured by shopping center in Southern California; representation of same credit union in $4 million additional advance under same loan.
Representation of borrower in financing for the construction of a Performing Arts Center at a major Los Angeles-area high school using the complex federal New Markets Tax Credit Program.
Representation of Texas bank in loan for the construction of an assisted living facility in Northern California
Local counsel to borrower and affiliates comprising a major Southern California University, hospital and other facilities system in re-structuring of loan including issuance of opinions
Representation of out of state community bank in obtaining licensing approval to open a commercial and real estate loan production office in California
Representation of Administrative Agent and Lender as local counsel in loan to borrower to be formed by a REIT with respect to multi-tenant office building complex in Orange County, CA.
Representation of smaller banks on specific issues
Other limited representation as a) preparation or review of loan documents for specific lending programs; b) preparation of form loan documents to be used by members of trade association; c) review of loan files prior to lender taking enforcement action and d) other matters.
State pension fund - construction and rehabilitation loan for theater property
Small business borrower - industrial development bond conduit loan to purchase building and expand manufacturing operation
Commercial bank - agent in syndication of five bank/$150 million line of credit to housing developer
Public agency lender - restructure of loans in revitalized areas of downtown Los Angeles
National life insurance company - assumptions of loans to national homebuilder secured by Southern California projects
Individual seller of office building - Seller financing to purchaser
Trade association for category of commercial lenders - preparation of form loan documents for California secured-assets
Real estate developer - financing of development under federal New Market Tax Credit program
National life insurance company - preparation of Subordination, Nondisturbance and Attornment Agreements
Numerous out of state lenders - local counsel for loans secured by California real estate
Commercial lenders and borrowers - Review of loan files, preparation of one or more documents in transactions and/or advice on one or more issues in transactions
Out of state bank - notifications/approvals to open California office
Loan Workout Transactions
Major national bank - restructure of two loans (construction loan and line of credit for tenant improvements) secured by office buildings.
Non-profit (publicly affiliated) Lender - workouts and enforcement action with regard to real estate and asset based loans
Federal agency - receivership appointment and non-judicial foreclosure of airport ground lessee's interest in property involving 55 hangar subleases
Major national bank: loan modification transactions and in documentation of deed in lieu of foreclosure transactions
Federal agency - workout of largest loan in the portfolio of an institution ($80 million dollar participated loan secured by mixed use commercial and residential project
Purchase and Sale Transactions: Clients and Transactions
Representation of corporation in disposition of industrial real property
Representation of affiliate of entities owning 13 Southern California supermarkets in acquisition of its first shopping center and re-configuration of the shopping center including lease terminations
Owner of industrial facility- sale of a 20-acre industrial multi-use facility
Utility Company - Option to purchase 800,000 square foot office space office park
Purchaser of 8 unit apartment complex - in tax deferred exchange
California-based municipal pension fund - purchase of seven building, 248 unit luxury apartment community
Multi-national media conglomerate - co-counsel representation of largest office building in a Southern California region
Oil company - disposition of over twenty environmentally impaired excess properties
LLCs with pension fund, REIT and celebrity members - acquisition of regional grocery anchored shopping centers
Large state pension fund: due diligence review in joint representation to acquire office building complexes
Public agency - consensual acquisition of regional water systems
Commercial Lending: Clients and Transactions
Public agency-affiliated lender: all asset based loans to individual and entity borrowers and to all borrowers in specific retail projects
Commercial bank: multiple interest rate options loans with accounts receivable, inventory, equipment as collateral
Commercial bank: workout which required as additional collateral, limited partnership interests of borrower affiliate convertible to shares of stock of borrower's corporate general partner
Financial institution: loan to borrower to enable the borrower's purchase of a real estate secured promissory note and deed of trust from an institutional real estate lender
Leasing Transactions: Clients and Transactions
Representation of national bank in lease transactions and lease amendments
Representation of office tenants in lease restructurings related to COVID-19
Representation of regional childcare provider as tenant in leasing transactions to acquire space for operations
Representation of foreign-based biotech company in due diligence and proposed lease review required prior to acceptance of letter of intent including evaluation of municipal and third party requirements (see Testimonial on Firm Website)
National Bank - 32 ground leases or space leases entered into in expansion of its branch network
Law Firm - Tenant in lease of 2000 square office in major downtown Los Angeles office building (life insurance company landlord)
Major California utility - corporate headquarters transaction involving sublease, long term lease related to 200,000 square feet of office space, option to purchase and other transactions related to approximately 800,000 square feet office park
National bank - substantially all of its then southern California ATM leases
Regional child care provider - tenant representation in leasing of approximately 8500 square feet of uniquely configured space at church complex
Regional shopping center owner - lease terminations in connection with upgrading of the center for occupancy by national tenants
Insurance affiliate of major national bank - leases of office space
Public utility - 50,000 square foot office lease for advanced metering facility
Shopping center owners - negotiation and documentation of lease transactions with banks, restaurants, apparel retailers, health centers and other retail and office uses. Tenants have been national, regional and local companies
Lenders and borrowers - ancillary lease matters related to financing including Subordination, Non-disturbance and Attornment Agreements, requirements for major leases, lender requirements for financing ground leases; priority issues and considerations in assignments of rents and leases
Entity Formation and Counseling: Clients and Transactions
Representation of Canadian corporation in transaction to transfer property in California purchased in a portfolio transaction to an LLC formed for that purpose; advice to entity on doing business in California
Representation of real estate owner/investors to restructure real estate ownership entities and raising capital for additional acquisitions
Representation in initial phase of re-structure of limited partnership interests in partnership who, together with affiliates, acquires and develops major multi-family and mixed use transit-oriented real estate projects across Los Angeles County
Representation of major area entertainment venue in review of proposed Operating Agreements and other agreements between the client and an adjacent outlet mall for the joint acquisition and development of land contiguous to both
Expert witness report in major California litigation on topic of typical structures of real estate development entities
Entity formation work for client in connection with conversion of client's debt to an entity into equity investments by the entity in limited liability companies controlled by the client