Practice Area

Members
Susan A. Manchester
Bruce H. Bagdasarian
Robert P. Cheney
Janet B. Fierman
Daniel K. Fink
Karyl Roberts Martin
Robert H. Miller
Lyndsee D. Paskalis
John E. Peltonen
John H. Perten
Margaret E. Probish
James Q. Shirley
Kenneth A. Viscarello

Our Real Estate and Finance Group practice is diverse and sophisticated, representing clients in matters related to development and construction, acquisitions and sales, lending, leasing, workouts and foreclosures and formation of condominiums. We are practical and results driven, placing a high priority on efficiently and creatively solving problems. Where appropriate, we draw upon the expertise of our colleagues in other practice areas such as Environmental and Energy, Affordable Housing, Litigation, Zoning, Planning and Land Use, Construction Law, Government Relations and Tax. We are ranked as Band 1 in Real Estate by Chambers USA (2003-2008) described as "one of the best in New Hampshire; it is a go to firm for this type of work." (Chambers USA 2008 p.1488.)

DEVELOPMENT AND CONSTRUCTION

Taking a real estate project from its conception through completion involves close cooperation among property owners/developers, commercial lenders, engineers, architects, and contractors, as well as among the municipalities and neighbors where the project is based. Each participant's role must be defined. Sheehan Phinney has earned a solid reputation for its ability to bring these groups together by offering practical solutions to complex real estate and financing problems.

The following are some representative transactions:

• Represented a developer in connection with acquiring, permitting, financing and ultimately selling, in bulk for $110,000,000, 13 factory outlet centers located throughout the country.
• Represent Anagnost Investments in its joint venture with Elliot Hospital in the acquisition of the so-called "Jac Pac property" from the City of Manchester, which venture plans to develop a 236,000 square foot ambulatory care center, a medical office building, 13,200 square feet of retail, 24 residential units and relating parking garages and surface parking, involving use of new market tax credits.
• Represented a medical group in Northborough, Massachusetts in the acquisition, construction and permanent financing of a 47,000 square foot medical/surgical center.
• Represented the developer of a 40 unit affordable housing project in Attleboro, Massachusetts, including securing financing and equity through various sources including the sale of Low Income Housing Tax Credits and Massachusetts HOME Funds and Municipal HOME Funds.
• Represent Dartmouth College in a project to develop up to 250 units of mixed affordable housing for the employees of Dartmouth College and Mary Hitchcock Clinic.
• Represented an affordable housing developer in obtaining development and regulatory permits and challenging requests of abutters, in connection with two residential projects totaling 138 units located in Manchester, New Hampshire.
• Represented AAA in its acquisition and permitting of a new location in Manchester, New Hampshire.
• Represented the owners rep in connection with construction of a parking garage at Manchester Boston Regional Airport.
• Extensive experience in representing developers in the preparation and negotiation of construction, architectural and engineering contacts, including, negotiation of the American Institute of Architects "A" and "B" series contracts.

ACQUISITIONS AND SALES

We have significant experience representing a broad array of owners and buyers in connection with acquisitions and sales. We represent real estate developers, investment companies, educational institutions, hospitals and businesses.

The following are some representative transactions:

• Represented a state governmental agency in its acquisition of the Pease Air Force Base in New Hampshire from the United States. This was the first transfer of a closed contaminated base in the United States. Representation included negotiations with US Air Force, US EPA and US FAA.
• Represent a multi-family REIT as local counsel for acquisition of properties in the City of Boston and other cities in Massachusetts. In connection therewith, performed due diligence and analyzed various issues re: zoning, code violations, lead paint and landlord tenant issues.
• Represented buyers of various property types as further described above under the heading "Development and Construction".
• Represented the purchaser of three (3) hotels in New Hampshire, including Wentworth By the Sea.
• Represent the seller of a city block in Concord, New Hampshire.
• Represented the seller of eighteen (18) acres of land in Greenland, New Hampshire to New England Development.

REAL ESTATE LENDING

The attorneys in our group have a long history representing borrowers and a variety of lending institutions in connection with construction loans, permanent loans (including conduit loans), bridge loans, mezzanine loans and debt purchases. We have also represented investment banks, traditional banks, affordable housing lenders and corporate lenders.

The following are some representative transactions:

• Represent a national affordable housing lender in connection with (i) senior and junior acquisition loans and pre-development loans, (ii) the structuring of loan programs and (iii) the borrowing of funds from large institutional lenders.
• Represented a large national real estate lender in connection with (i) a $150,000,0000 syndicated construction/interim financing for an office tower in downtown Boston, (ii) a $28,000,000 construction/interim financing for a ground leased hotel at Logan Airport and (iii) a $40,000,000 syndicated construction/interim senior financing and a $14,500,000 junior financing for construction of a luxury condominium at the Prudential Center in Boston.
• Represented a large national commercial bank in connection with a (i) $70,000,000 syndicated revolving construction loan facility for construction of a continuing care retirement community in Hingham, Massachusetts, permitted with a comprehensive permit and (ii) a $60,000,000 syndicated revolving construction loan facility for construction of a ground leased continuing care retirement community in Dallas, Texas.
• Served as a lender's local counsel in connection with a $350,000,000 loan for the construction of a power plant in New Hampshire.
• Represent a national lender in making loans to holder of national hotel franchises for properties in New Hampshire, Massachusetts and New York.
• Represented a financing subsidiary of an auto maker in making real estate loans to dealerships in both New Hampshire and Massachusetts.
• Represented a joint venture of two financial institutions in connection with making mezzanine loans subject to senior securitized debt.

BUSINESS LENDING

We have substantial experience representing banks on C&I and Asset Based loans and routinely represent businesses with respect to their loan facilities (including lines of credit).

The following are some representative transactions:

• Represented the collateral agent for $150,000,000 facility for vehicle financing.
• Represented a national bank in an $18,000,000 facility to a publicly traded company in the business of selling equestrian supplies internationally.
• Represented a national bank in a $5,000,000 facility to a distributor of poultry and poultry products.
• Represented national and regional banks in secured and unsecured term loans, revolving lines of credit and letter of credit facilities to various businesses, including retail and manufacturing businesses. Secured loans were collateralized by combinations of inventory, accounts, investment securities and goods.

COMMERCIAL LEASING

Experience and general knowledge of the market is critical when it comes to commercial leasing. The shifts between a landlord and a tenant market occur frequently, and therefore, strongly influence lease negotiations. We routinely represent landlords and tenants and understand the leasing marketplace and the nuances relating to the leasing of office, retail, and other property types.

The following are some representative transactions:

• Represented developer at Pease International Tradeport in negotiating a ground lease with the owner and subleases with end users.
• Represented various tenants and landlords in lease negotiations for office space.
• Represented various landlords and tenants in lease negotiations for manufacturing facilities and warehouses.
• Represented both landlords and tenants in lease negotiations for shopping center space.
• Represented various landlords in leasing premises to national tenants including Office Depot, Rite Aid, Hewlett Packard and ALDI.

WORKOUTS, FORECLOSURES AND LOAN PURCHASES

Many of the attorneys in this group were actively involved in workouts and foreclosures in the recession of the late 1980's and early 1990's. We understand the dynamics of loan workouts and the nuances of foreclosures and deeds in lieu of foreclosure. It is imperative that the lender has a full understanding of the defects in its collateral in order to make an informed decision. We take a team approach, where appropriate, with our colleagues in our Bankruptcy and Insolvency group to handle workouts in the most effective manner. We also have represented clients in buying loans.

The following are some representative transactions:

• Represented the successful bidder (predecessor to RBS Citizens) in FDIC auction of 3 failed bank's commercial loan portfolios; work included preparation of transfer documentation, development of "loan scrub" (due diligence) program and training of independent contractors to conduct due diligence.
• Represented a joint venture of two financial institutions acquiring "B" notes and mezzanine debt in large structured loans.
• Represented a bank's acquisition of over 100 loans from the FDIC, including replacing client for failed institution as trustee in bond transactions.
• Represented the FDIC in its foreclosure of the Mount Washington Hotel.
• Represented several lenders in workouts and foreclosures of unfinished condominium projects and residential subdivisions.
• Represented a national mezzanine and first mortgage loan lender in connection with loan workouts in Florida, Texas and other states.
• Represented a Wall Street investment bank in connection with a workout of a loan involving several acres of land in Brookline, Massachusetts.
• Represented Bank of Ireland with divestiture of problem loans.

CONDOMINIUMS

While condominiums were originally designed as an alternative to single family cooperative residential housing, they have evolved into an effective planning vehicle to separately finance portions of commercial projects. We represent numerous developers of affordable housing projects in structuring their projects to maximize potential for sources of financing.

The following are some representative transactions:

• Represented affordable housing project developers to structure multiuse projects as condominiums for tax credit financing.
• Represented numerous developers of residential condominium projects.
• Represent campgrounds converting to condominiums.
• Represented the developer of an elderly housing project structured as condominium.
• Represented a municipality in analyzing state condominium statute in connection with local subdivision regulations.
• Represented lenders which foreclosed on incomplete condominium projects, in connection with registering as successor declarant, correcting defects and other issues.
• Worked with New Hampshire Attorney General's Office to develop criteria and rules pursuant to which banks could foreclose on condominium projects and sell to developers (New Hampshire requires registration with Attorney General before sales).