At Johnstone Adams, we close real estate transactions on a weekly basis. We represent buyers and sellers of property in all manner of transactions with valuations ranging upwards of hundreds of millions of dollars. We handle all phases of zoning changes and regularly appear in front of the zoning commission and the city council. We are experienced in dealing with wetlands and water runoff issues, as well as environmental protection and drafting the necessary indemnities to ensure all parties are comfortable with the transaction. Our experience also includes the knowledge of the necessary remediation to successfully transfer properties that have been used for dry cleaning establishments and gas stations.

In addition to providing a full spectrum of real estate legal services to developers, buyers and seller, we also represent institutional lenders in both permanent and interim financing. Our taxation attorneys also regularly assist our real estate clients with finding the best tax answers in their transactions.

Johnstone Adams attorneys routinely assist in the development, construction, purchase and sale of regional shopping malls, regional shopping centers, office complexes and apartments. We render extensive services to landlords and tenants in negotiating commercial leases in all types of complexes.

SNAPSHOT OF STRENGTHS
Our real estate attorneys’ practice group strengths include:

Title examination

Property sales and acquisitions

Zoning changes

Wetlands and water runoff issues

Environmental protection

Indemnities

Remediation

Permanent and Interim financing

Lender representation

Property tax answers

Regional shopping malls, regional shopping centers, office complexes and apartments

Landlord and tenant representation in negotiating commercial leases

FEATURED CLIENT STORIES
Overcoming Challenging Closing Obstacles
Our corporate client was selling a large commercial office building located in downtown Mobile, Alabama. After months of ongoing negotiations, we were finally scheduled to close when outstanding mortgages were discovered on the building. Tracking the current holder of these dated mortgages posed a challenge as the mortgages were assigned to differing entities over time.

Johnstone Adams approach and solution
Through extensive research, we discovered that the mortgages were currently held by a related party mortgagee, creating various potential tax issues at this late stage in the transaction. Johnstone Adams was able to tackle these complex tax issues, and acting quickly, successfully negotiated a resolution between its client and the mortgagee, with the client ultimately compensating the mortgagee for a release of the lien.

Outcome
This agreement still required shareholder approval, however, so Johnstone Adams worked tirelessly to draft and circulate the necessary documents for shareholder approval and to stay on schedule for closing. Shareholders from both corporations were scattered throughout the United States, making obtaining signatures incredibly challenging under the time constraints, but Johnstone Adams worked diligently to secure the necessary signatures to obtain the release and close the transaction on time.

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Multiple Tenants, Corporate Dissolution
We were engaged to represent two entities who desired to sell their collective 50% interest in a major outlet mall development to a national outlet mall owner and developer for approximately $60 million. Due to the size of the transaction, the due diligence requirements were considerable, but they were magnified considerably because of the type of property.

Johnstone Adams approach and solution
With numerous tenants, we had to review each tenant’s rent roll, lease, common area maintenance charges, and title work. The transaction negotiations were further complicated by the fact that the selling entities were to be dissolved immediately after the transaction, limiting indemnity obligations and options.

Outcome
As a result, the parties negotiated the use of multiple escrow accounts that terminated after different periods of time. Johnstone Adams recommended the dissolutions to avoid the double-taxation of certain gains. By dissolving the selling entities prior to year-end, the shareholders were able to take advantage of S Corporation tax reporting principles to offset some of the gain with each shareholder’s increase in the tax basis of his, her, or its stock.

NEXT STEPS
When you need to purchase, sell, lease or rezone property, Johnstone Adams real estate attorneys have the necessary skills to help you meet your objects quickly. Our attorneys can also assist lenders and provide representation on litigation, environmental and taxation matters. Call on us to schedule a convenient time to discuss your project.

PRACTICE GROUP ATTORNEYS

Charles Bailey

Rick A. La Trace

Spencer Larche

Wade Perry Jr.

Charles Simpson

R. Gregory Watts

Jessica Welch

VIEW REPRESENTATIVE
Lead counsel for an institutional lender in an eight-state, eight-complex industrial loan package totaling more than $40 million.
Lead counsel in acquisition of large plant and associated pipeline rights of way for Fortune 500 chemical company.
Service as lead counsel in defense of fair housing claims brought by the United States Department of Justice and private plaintiffs; cases settled through presuit mediation including five apartment complexes and over 2,000 apartment units.
Represented lenders on numerous agribusiness loans.
Assisted numerous purchasers and sellers in acquisitions of shopping centers, office complexes and apartment complexes.
Served as lender’s counsel in closing agribusiness loans on poultry growing units and processing plants with loans totaling approximately $15 million.
Represented the seller of a regional shopping mall consisting of more than 850,000 square feet with a purchase price exceeding $28 million.
Represented seller in a judicial sale involving more than 25,000 acres of Mobile River Delta timberlands.
Represented a privately-owned real estate development company in the incremental acquisition of timberlands totaling 65,000 acres.
Assisted local governmental agency by preparing loan documents and closing SBA 504 loans.
Represent local, regional and national financial institutions by preparing loan documents and closing SBA 7(a) loans.
Assistance to lead counsel in representation of purchaser regarding the inter-company financing of the purchase of a hotel in Birmingham, Alabama.
Assistance to lead counsel in representation of guarantor in negotiation of refinancing of outlet shopping center in Destin, Florida.
Assistance to lead counsel in representation of major regional hospital in purchase of a regional hospital in Thomasville, Alabama.

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