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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Real Property - Transactions

Date & Time
  • event Date

    Thursday, March 31, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will prepare real estate counsel to negotiate and document the acquisition of retail-based commercial assets. The program will discuss key legal issues involved in purchasing and selling a retail or shopping center, taking into account the unique issues in this asset class. The program will focus on seller representations, warranties, and critical contract contingencies in the purchase and sale agreement.

Faculty

Gretta C. Spendlove
Shareholder, Board of Directors
Dentons Durham Jones Pinegar, PC

Ms. Spendlove is on the Board of Directors of Dentons Durham Jones Pinegar and practices in the Real Estate Section, the Business & Finance Section, and the Intellectual Property Section. She represents buyers and sellers in purchasing, selling, leasing, and developing commercial real estate; advises startups and established entities in creating, buying, selling, merging, and maintaining partnerships, limited liability companies, and corporations, as well as entering into a wide range of business contracts. She also handles intellectual property issues such as trademarks and copyrights.

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Clint Kakstys
Member
Sills Cummis & Gross, PC

Mr. Kakstys’ practice focuses on the acquisition, disposition and financing of commercial properties. He represents owners of properties throughout the U.S. in connection with purchases and sales, with particular emphasis on shopping center transactions. Mr. Kakstys also represents institutional lenders in the origination of commercial mortgage loans for their securitization and balance sheet lending platforms. His practice encompasses financing a variety of property types throughout the country, including retail, multifamily, office, hotel and industrial assets, and he has experience with a wide array of financing structures and deal features, including subordinate and mezzanine debt, 1031 and reverse 1031 exchanges, leasehold mortgages, industrial development agency interests and tenancy-in-common ownership. Mr. Kakstys also has experience representing clients in connection with loan purchases, sales and modifications and commercial leases and subleases.

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Description

Purchasing a retail or shopping center is fraught with complex issues to resolve in a relatively short due diligence period. The seller's reps and warranties for the property become critical to the buyer. The buyer must ensure that the purchase and sale agreement enables the buyer to terminate the agreement in the event of the seller's breach or the seller's inability to satisfy the closing conditions.

Critical due diligence measures include lease reviews, tenant estoppel certificates, service contracts and warranties, reciprocal easement agreements, declarations of covenants, conditions and restrictions, and zoning requirements if the center will be redeveloped.

Listen as our authoritative panel of real estate practitioners provides strategies for buyers' and sellers' counsel negotiating retail or shopping center purchase and sales transactions. The panel will then discuss how to draft key provisions of the purchase and sale agreement, including representations and warranties, conditions precedent, closing conditions, defaults, and remedies.

Outline

  1. Market trends for retail/shopping center purchase and sales transactions
  2. Critical purchase and sales agreement provisions: buyer and seller perspective
    1. Due diligence: rights and timing and scope of review
    2. Title, survey, and CCR and declaration review
    3. Lease abstracting, CAM, and exclusive use conditions
    4. Dealing with anchors and other 800 pound gorillas
    5. Estoppels and tenant interviews
    6. Seller representations and warranties
    7. Conditions precedent
    8. Buyer's lender demand for SNDA and other lender concerns
    9. Closing contingencies
    10. Defaults and remedies
    11. Post-closing issues and true-ups for taxes and operating expenses

Benefits

The panel will review these and other key issues:

  • What are current market conditions that affect the terms of real estate purchase agreements, particularly seller representations and warranties?
  • What are the common legal issues retail center purchasers should consider when conducting due diligence before closing a deal?
  • What are the most commonly disputed issues during retail center purchase negotiations, and what are some practical approaches for resolving them?