A client had assembled a large number of real estate parcels in connection with the development of a large-scale mixed-use project involving residential, hotel and retail components. The client had limited time in which to resolve various outstanding disputes that existed among the equity investors to the project. The client also needed to secure equity financing for various project obligations - including a pressing legal judgment that threatened the viability of the project - and the acquisition of several additional parcels to better complete the assemblage. We also had the task to negotiate the terms of a development joint venture with a third party developer with the experience and funds required to successfully complete the project, and the situation was further complicated by the need to settle a lawsuit which the client was embroiled in.Enthused by the challenge, we gathered our team, shaped a plan, and helped our client bring about a resolution to the investor disputes, negotiated to secure the financing necessary to meet the project’s short-term capital needs (to satisfy the judgment, take care of working capital requirements and acquire the additional parcels). We also established the parameters for the settlement of the lawsuit and successfully negotiated the terms of a development joint venture agreement – all within the time period necessary to maintain the viability of the project.
Case Studies - Business
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Limited Time to Solve Investor Disputes
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Negotiating a Complex Joint Venture Arrangement
We represented a minority owner of a substantial Washington, DC suburban office building complex whose real estate interests were embroiled in a massive legal dispute between several persons who sought control over the office building complex. We artfully forged an alliance (involving months of late night negotiations and many all night drafting sessions) between several factions in the dispute and teamed up with the firm’s trial practice group to leverage a resolution which ended the litigation, established a clear management path for the office building complex and allowed the firm’s client to maximize the cash flow from and the value of his ownership interest in the office complex.
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Forging Alliances to Bring Resolution
We represented a group of individuals that had assembled a large number of marina related parcels with the objective of developing, owning and operating a deep water marina, hotel, office and retail complex in the Florida Keys. We were instrumental in negotiating a very complex joint venture arrangement which brought development expertise to the project, a substantial equity infusion, first mortgage and mezzanine financing, while minimizing the client’s ongoing risks in the project. The negotiations were extremely time sensitive, a number of the parties to the transaction were emotional and temperamental, and the viability of the project stood in the balance. Our client was able to close the transaction within the necessary timeframes, the project was properly funded for its next phase and the client was able to achieve its financial objectives.
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Asset Sale Involving Multiple Automobile Dealerships
We represented the seller in a very large asset sale involving multiple automobile dealerships in the Washington, DC Metropolitan Area. The purchaser was a large publicly held company. The transaction involved significant due diligence efforts, complex transfers of assets and financing arrangements, multiple lease and sublease transactions, a complex transition of operations to the purchasing entity including multiple operating contract assignments, all of which took place over many months. Working closely with the client, our tireless efforts with the client over many months resulted in a timely closing to the full satisfaction of the client.
For more information regarding Shapiro, Lifschitz & Schram’s Business Practice, contact Department Chair Steven H. Schram at schram@slslaw.com.
