Real Estate

Experience

Counseled Client Through Multi-Million Dollar Real Estate Sale

Client: Commercial Real Estate Seller

We represented the seller of commercial real estate in the multi-million dollar sale of commercial real estate during the COVID-19 pandemic.

Guided Seller through Multi-Million Dollar Real Estate Deal

Client: A seller

We represented the seller during the multi-million dollar sale of commercial real estate during the COVID-19 pandemic.

National Development Counsel for Senior Living Developer / Operator

Client: Cameron General Contractors and Resort Lifestyle Communities

We serve as national development counsel for Cameron General Contractors and Resort Lifestyle Communities, which are affiliated entities currently among the most active developer/operators of senior living retirement communities in the United States. To date, we have handled the acquisition and development of more than 20 such retirement communities in a variety of locations from the east coast to the Pacific Northwest, as well as numerous places in between.  Our work encompasses all phases of the ground-up development process, including site selection, due diligence, land acquisition, securing zoning and other governmental approvals, obtaining governmental incentives, negotiating municipal and private development and cost-sharing agreements and obtaining both construction and permanent financing. 

$100 Million Industrial Property Portfolio Disposition

Client: A private equity fund

We served as lead counsel to a New York-based private equity fund in the time-sensitive, multi-phase disposition of a $100 million-plus industrial property portfolio comprised of fee simple and ground subleasehold interests in northeast Ohio and Indiana. Our work included the negotiation of multiple purchase/sale agreements, coordinating with each buyer’s counsel on due diligence, obtaining lender consents, insuring title, and handling closings with multiple sellers.

Development of Residential Subdivisions

Client: Sunesis Construction Co.

We serve as development counsel for Sunesis Construction Co. and its affiliate entities in the creation of new residential subdivision developments throughout the Cincinnati area. These developments include single family detached homes, townhomes, and multifamily components and frequently require the establishment of multi-neighborhood homeowners associations to govern dealings between the respective components as well as their residents. Representation includes performing due diligence activities including zoning analysis, facilitating the procurement of governmental economic incentives, evaluating and resolving title issues, obtaining title insurance through Mercantile Title Agency (Dinsmore’s wholly owned title agency), structuring and closing on property acquisitions to create assemblage parcels, establishing a homeowners association, and negotiating easement rights, municipal funding agreements, joint venture agreements, construction loan documents and lot sale agreements. 

Project Counsel for $150 million Mixed-Use Project

Client: Multi-Family Apartment Developer

We served as project counsel for a regional multi-family apartment developer in connection with the re-development of a $150 million mixed-use project containing approximately 330 residential units, a boutique hotel, approximately 200,000 sq. ft. of office space, and a 1,400 space public parking garage on the Scioto Peninsula in downtown Columbus. Over a two year period, our team negotiated the purchase, sale and development agreement, and various interrelated land use agreements necessary for facilitating the creation of a new “festival street;” assisted in forming a new community authority which utilized a tax-exempt bond issuance to finance the public improvements supporting the project; collaborated with the Columbus Franklin County Finance Authority to issue tax exempt bonds, utilizing a ground lease/capital lease structure, to receive sales tax exemption savings on the materials used in construction of the apartment buildings; formed a joint venture entity to utilize capital contributions of equity investors and to take advantage of the project’s location in a qualified opportunity zone; and negotiated terms of an approximately $60 million construction loan. Further, our development team negotiated an option of right of first offer as to the public parking garage and laid the groundwork for phase II expansion in the event our client wishes to expand its development footprint.Throughout the project, our team collaborated with the city of Columbus, Columbus Downtown Development Corporation, Columbus-Franklin County Finance Authority, and counsel for two collaborative developers.  

Local Counsel for University Developer

Client: University-centric developer

We act as local counsel for a national university-centric developer, which has a focus on student housing. We obtained concept plan approval for an approximately 11 acre in-fill redevelopment of a former hospital site into a mixed use project known as the District at Clifton Heights, adjacent to the University of Cincinnati. The construction value of this project will exceed $300 million dollars and comprises approximately 1,400 apartment units, 300,000 square feet of retail space (including a theater and other entertainment uses), and a nationally branded hotel. This approval was the culmination of months of neighborhood engagement and collaborative planning with city staff, neighborhood associations, and university stakeholders involving permitted uses, vehicular movement and parking and public spaces.

Real Estate Counsel for Joint Venture

Client: Ag47

We have acted as real estate counsel for a joint venture between the Miller-Valentine Group and Jeffrey R. Anderson Real Estate, Inc. which redeveloped a 10 acre assemblage site into approximately 200 luxury apartments and 60,000 square feet of commercial space. We handled all aspects of the transaction, including structuring the joint venture, site development agreements, and financing of the project. This project is intended as a gateway project for the Village of Silverton, Ohio.

Project Counsel to an International Health Care Service System

Client: An International Health Care Service System

We served as project counsel to our client, an international health care service system, to negotiate a master services agreement pursuant to which an international commercial real estate services firm managed all owned, leased, and sub-leased portfolio of the client’s properties to create efficiencies between our client’s internal facility management, property management, and construction departments and its service providers. In addition to the master services agreement, Dinsmore also negotiated various sub-agreements, including property management, transactional management/brokerage, portfolio administration, project management agreements, which governed specific elements of the relationship between our client and the real estate services firm, including tenant build-outs, portfolio management, leasing, acquisitions, dispositions, and property management. The negotiation required in-depth knowledge of the operations, management and structure of the client’s portfolio of facilities, the service provider’s operations and services, and coordination among the client, its third party consultants, and its service provider.

Provided Counsel to a Church

Client: A church

We represented a nondenominational church in Deerfield Township, Warren County, Ohio, in obtaining multiple zoning variances to allow for expansion of their assembly building, parking, and vehicular movement areas.

Project Counsel for a Plumbing and Water Cleanup Service

Client: Roto-Rooter

We are serving as project counsel for a plumbing and water cleanup service in the rollout of its prototype for a new service facility. Our responsibilities include negotiating and preparing the purchase agreement, and negotiating utility service agreements, obtaining zoning and related land use approvals, closing the transaction and ensuring the project remained on schedule to meet our client’s objectives. Recently completed projects are located in Dayton, Ohio and Indianapolis, Indiana.

Project Counsel to a Global High-Tech Manufacturer

Client: LAM/SILFEX

We served as project counsel to a global high-tech manufacturing company with respect to its acquisition and renovation of an existing industrial facility in Springfield, Ohio. Representation included negotiating an access agreement to facilitate a due diligence pre-start, negotiating a purchase agreement, performing due diligence activities, including zoning analysis, facilitating the procurement of state and local economic incentives, resolving title issues, closing the property acquisition, and post-closing advising the client as to annexation and rezoning of adjacent, undeveloped land.

Representation of A Prominent Real Estate Developer in Multiple Lifestyle and Mixed Use Projects

We have represented Jeffrey R. Anderson Real Estate, Inc. in a wide variety of projects, serving as project counsel with respect to more than $500 million worth of real estate projects, comprised of retail, restaurant, office, hotel and apartment uses. We have advised the client on land use and entitlements for projects throughout the country, worked to secure financing and create ownership structures, counseled on all facets of development and construction, handled leasing for all varieties of retail and office centers, and handled the sale of centers upon the client’s request. Along the way, we have worked with numerous governmental entities to resolve infrastructure issues vital to our client’s projects, such as zoning, access and utilities. Among the projects we have worked on include Rookwood Commons in Ohio, where Brownfield sites were redeveloped, and we facilitated the issuance of a Covenant Not to Sue from the Ohio EPA. Overall, we have worked with the client on projects in Illinois, Kentucky, Michigan, Minnesota, Ohio, Florida, South Carolina and Pennsylvania.

Lead Counsel on a $250 Million Lease Transaction for a Renewable Energy Facility

We served as lead attorney on a $250 million lease transaction for the construction and operation of a biomass power generation facility in Georgia. The facility will supply the region with renewable energy and steam.

Lead Attorney for Multiple $100 Million Build-To-Suit Leases

We were lead attorney on five build-to-suit leases spread across the United States for projects valued at $100 million each in furtherance of a nationwide plant consolidation of a large international consumer products company.

Obtained a $1 Million-Plus Settlement for Our Client

We obtained a settlement in excess of $1 million for our client in a large, complex action against a public owner for concurrent delay, interference, changed conditions, unenforceable liquidated damages and breach of contract in relation to the construction of a waste water treatment facility. The case involved significant understanding of the project’s technical components, exchange of documents, multiple experts and culminated in a day-long mediation.

Negotiate Leases and Provisions for Beer, Wine and Spirit Clients

Client: Various clients

We represent a growing number of tenants in the beer, wine and spirits industry and negotiate on behalf of such industry tenants for critical industry-related provisions in leases of all sizes and with landlords.

Counseled Client Through a Large Real Estate and Construction Project

We represented a client in the acquisition of 450-plus acres of real estate in Martinsburg, W.V. and the construction of a $500-plus million multi-category manufacturing facility. The project is the largest economic development project in the state’s history.  

Counseled a Private Equity Fund in the Acquisition of an Industrial Property Portfolio

Client: Raith Partners

We represented a New York-based private equity fund in acquiring an industrial property portfolio comprised of fee simple and ground lease interests in the greater Akron, Ohio market. We were responsible for negotiating a purchase agreement, performing due diligence activities, including analysis of significant zoning concerns, obtaining tenant estoppels, assisting with the structure and commitment of the acquisition financing, including negotiation of all related loan and security documents, as well as ground lease, non-disturbance agreements.

Provided Counsel to Clients Operating Airbnb Units in Louisville

We worked with a firm client, who operates several short term rental units in the Louisville Metro area, to ensure newly enacted local regulations on short-term rentals enabling the business to continue. Our work also ensured other owners in the city had a process to seek approval for short-term rental units.

Conducted Conservation Easement Law Research

We were involved significantly in conservation easement law research, analysis and summation, specifically regarding the highly debated area of amendments to conservation easements. We were also involved in the petition and negotiation for amendments to an existing conservation easement encompassing 1000+ acres of land in Montana and in the process of the creation of two new conservation easements comprised of more than 630 acres of land.

Counseled Client During a Building Acquisition

We were counsel on the acquisition of an $8.5 million office building in Dayton, Ohio for a rapidly growing, privately-owned company that provides services across the United States.

Represented a Consumer Products Company in the Sale of 121 Acres

We represented a large consumer products company in the sale and leaseback of approximately 121 acres of real estate in the greater Cincinnati area. This included the preparation and negotiation of a complex separation plan and agreement involving various shared utilities and facilities.

Represented a Private Equity Firm Investing $90 Million in a Mining Operation

We represented a private equity firm that invests in energy infrastructure during its $90 million convertible preferred equity investment in Ramaco Development, LLC, which funded improvements to and mining of Ramaco’s metallurgical coal mining properties in southern West Virginia. Our counsel included deal structure assistance, preparation and negotiation of investment agreement and ancillary documents, and real state/mineral title and regulatory/permitting diligence.

Represented an Energy Company During a $114 Million Acquisition

Counsel to an energy industry-focused private equity firm in connection with its approximately $114-million acquisition of assets associated with a large metallurgical coal mining operation in southern West Virginia. Our services included deal structure assistance; preparation and negotiation of APA and ancillary conveyance and assignment instruments; real estate/mineral title and regulatory/permitting diligence; and coordination of post-closing permit transfers.

Acquisition of surface mine, deep mine, coal reserves, coal leases and mining permits

We served as deal counsel for a coal producing company in its acquisition of a deep mine and substantial coal reserves, together with a surface mine, coal and surface leases, and mining permits, for a total value of approximately $25 million. The transaction included a unique financing structure involving the acquisition of certain reserves and a leasing arrangement with third party landholding companies, as well as important labor considerations resulting from certain obligations of the Seller to the UMWA. We helped negotiate and drafted all of the documents necessary to facilitate the deal, and handled all aspects of the due diligence review including labor issues. We counseled the client through the successful closing and execution of the purchase, which will allow the client to expand its mining operations in the Appalachian coal fields.

Led Zoning Approval for Driving Range/Restaurant Concept

We led the high profile development approval effort for a large driving range/entertainment venue located at a regional mall adjacent to a suburban neighborhood. Our efforts included working with a public relations firm to galvanize support for the project. We managed a successful planning approval effort to overcome significant opposition from nearby property owners, which included organizing expert testimony and conducting coordinated public engagement efforts to address areas of public concern. 

Counsel Client in Fee to Trust Application under the HEARTH ACT

We worked extensively on document origination and preparation for Tribal Trust Land leasing matters in Michigan. These included Tribal code review and analysis, ground lease drafting and negotiation, preparation of a retail sublease template, HEARTH ACT research and analysis, and inclusion of related provisions in leasing documents. We also created necessary development and documents to facilitate land and planning components.