Experience
$9 Million in Sale-Leaseback Arrangements for Menswear Retailer
Represented a retail menswear holding company in the sale and leaseback of two retail locations, in Missouri and Michigan, and a distribution center in Florida, for a total of approximately $9 million.
Sale of 284-Acre Corporate Training Facility
Represented the seller, a global aerospace company, in the sale of its 284-acre corporate training site, including approximately 300,000 square feet of mixed-use space, to a not-for-profit Catholic media company for its corporate headquarters and graduate theology school.
$23.4 Million Sale of Corporate Headquarters
Represented a retail menswear holding company in the sale of its former corporate headquarters in California for $23.4 million.
Sale of 1.46-Million-Square-Foot Office Tower
Represented the buyer, a real estate investment, development and management company, in the purchase of a 1.46 million-square-foot office tower in downtown St. Louis.
$50 Million+ Corporate Debt Restructuring
Advised a client in a corporate debt restructuring of more than $50 million that allowed it to part ways with the family of its deceased founder. The restructuring included a comprehensive court-approved settlement agreement involving the payoff of several debt obligations, the release of the related security agreement, the purchase and extinguishment of a warrant to purchase over 500,000 shares of common stock of the client’s holding corporation, and the release of rights under multiple purchase agreements, including a stock purchase agreement. The negotiated settlement agreement price included approximately $17 million of debt forgiveness to the client’s benefit. Also represented the client in a $2 million revolving loan and a $44 million term loan, handled employment agreements for the CEO and CFO, negotiated landlord consents on client leases in dozens of locations, and provided assurances to the lender on the client’s employee stock ownership plan.
Acquisitions for Banking Client’s Southern Expansion
Completed the acquisition of two sites in Northwest and Central Arkansas to facilitate a banking client’s expansion. Worked closely with a local development team to ensure local approval of the bank’s intended development. In addition, the team worked through local and subdivision architectural and site plan approvals, property investigation, site plan development and access negotiations across neighboring properties to ensure the one of the sites, which has a unique topography featuring a 40-foot vertical drop from east to west, was suitable for our client’s intended development.
Land Acquisition, Negotiations for Banking Client Expanding Footprint
Negotiated the acquisition of vacant land for the development of two new branch locations for a banking company in Northwest Arkansas. Worked with a local development team to negotiate access, signage and development approvals to facilitate design and construction of the new locations.
Renegotiation of Nearly 1,000 Retail Leases for Men’s Clothing Retailer
Completed a two-phase renegotiation of nearly 1,000 retail leases across the United States and Canada for a men’s retail clothing client in connection with COVID-19 impacts and the client’s emergence from Chapter 11 bankruptcy proceedings. In the first phase, we negotiated rent deferral agreements for nearly 400 retail locations in connection with the impact of COVID-19 and related government-mandated closures on the client’s operations; and assisted with nearly two dozen litigation matters relating to closures in several states. In the second phase, following the client’s declaration of Chapter 11 bankruptcy, we renegotiated nearly 850 retail leases assumed by the client in connection with the bankruptcy proceedings, successfully finalizing and obtaining full execution of nearly 99% of renegotiated leases submitted for legal review, nearly three times the success rate the client had originally anticipated.
$10 Million Mining Operation, Real Estate Acquisition
Served as real estate counsel in approximately $10 million acquisition of mining operations and associated real estate in southwest Missouri, including negotiation of the purchase and sale agreement; drafting and negotiation of several new easement agreements for cross access, utilities and rights of way; negotiation of new mineral leases; and extensive title and survey review of approximately 880 fee-owned acres and approximately 1,000 leased acres of real estate.
Acquisition, Sale, Leaseback of Properties in Illinois, Tennessee
Conducted extensive diligence of title, survey, environmental and property condition issues for a national manufacturing client with respect to a 200,000-square-foot industrial/office facility in Illinois and a 50,000-square-foot industrial/office facility in Tennessee. This included drafting, negotiating and closing acquisition of land and facility; and negotiating, drafting and closing sale and leaseback of land and facility to a national private equity firm.
Acquisition of Transmission Line Easements for Energy Client
Assisted client in securing transmission line easements by negotiation and condemnation.
Borrower’s Counsel on $46 Million Real Estate Loan
Served as borrower's counsel on a $46 million real estate loan secured by a 312-unit multifamily residential development.
$55 Million Sale of Advertising Company
$55 million sale of advertising company to public company. The asset sale transaction involved the sale of rights in over 400 locations in four states, the transfer of over 1,000 advertising contracts, and the sale of two commercial buildings. The team helped the client navigate various corporate governance issues and achieve its goal of selling the business.
Acquisition of Electrical Contracting Firm
Counsel to buyer in the acquisition of an electrical contracting firm, largely owned by an ESOP and subject to a multi-employer pension plan. Combination with mechanical contracting business of the buyer resulted in a combined business with approximately $100 million in annual revenues.
Approval of Special Tax District
Secured tentative approval for a special tax district for redevelopment project being developed by client company. The district would levy a 1 percent sales tax on goods sold in the 22-acre district. It would expire at the end of 2043 or once it reached a limit of $4.5 million.
Reduction in Appraised Value of Property for Client
Prevailed on a tax appeal before the St. Louis County Board of Equalization. The client, an operator of a composting and mulching facility, was challenging the appraised value of the land being used for the facility. We received a reduction of more than 50 percent in the appraised value of the property, which will save the client in excess of $75,000 in real estate taxes over the next three years.
Review of 480 Leases for Grocery Store Chain
Conducted a lease review for a national grocery store chain, consisting of approximately 480 leases across the country with a wide range of landlords and terms. This involved flagging construction and improvement rights, maintenance and repair responsibilities, approaching renewals and incomplete files.
Regulatory Analysis for New Product Offering
Conducted analysis of state regulations applicable to a new product offering by a national real estate brokerage. This included analyzing state real estate agency disclosures and obligations, and preparing and revising state disclosures and marketing materials.
