Adams Gallinar
305-416-6800
Adams Gallinar
305-416-6800

Miami’s Premiere Boutique Commercial Law Firm

Transactions

– Represented certain principals of E11even Group, handling various matters relating to the $_____________ E11even Hotel & Residences Miami Projects, including acquisition assemblage, project/ownership structuring, leasing, and general real estate matters.

– Represented The Rockefeller Group and Kimco Realty as joint venture partners over a 15-year period, handling all aspects of developing the Miramar Town Center Residential/Retail/Garage Mixed Use Project, including RFP, acquisition, development agreement, entitlements, construction, leasing, joint venture, and sale matters.

– Represented Financial Security Assurance (now Assured Guaranty Municipal Corp), handling real estate-related activities in the takeover, operation and disposition of a $2,000,000,000 hotel portfolio, including due diligence, title/survey, leasing, property-related agreements, numerous one off hotel sales, and a $270,000,000 bulk sale to American General Hospitality (now CapStar Hotel Company)

  • [link out to WSJ article]

– Represented Aztec Group and Concord Hospitality as joint venture partners, handling all aspects of developing The Ben Hotel (Marriott Autograph Collection), including acquisition, construction, acquisition and construction financing, and ultimate sale for $152,000,000.

– Represented the Barrington Brothers, handling all aspects of developing The Kavista, The Launch at Little River, The Corridor South, The Corridor East and The Corridor West multi-family projects, including assemblage due diligence, acquisition, structuring, and ownership and construction loans in excess of $100,000,000.

– Represented numerous institutional and private Lenders, handling all aspects of real estate and asset-based acquisition, construction, mezzanine, and revolving loans in excess of $2,000,000,000, including negotiating, preparing and/or advising on matters relating to loan commitments/term sheets, loan structuring, loan documents, lien perfection/priority matters, credit enhancement, title/survey, and underwriting issues.

– Represented numerous institutional and non-institutional Borrowers, handling all aspects of real estate and asset-based acquisition, construction and revolving loans in excess of $10,000,000,000, including negotiating, preparing and/or advising on matters relating to loan commitments/term sheets, loan document limitations and favorable language, satisfaction of checklist requirements and deliverables, title/survey requirements, and limiting borrower and guarantor exposure.

– Represented numerous institutional and non-institutional Lenders and Borrowers, handling all aspects of loan workouts and modifications, including negotiating, preparing and/or advising on matters relating to loan modifications, forbearance agreements, foreclosure strategies, bankruptcy strategies, deed-in-lieu of foreclosure, and collateral/entity restructuring.

– Represented numerous Borrowers having been tapped by out of state lenders, borrowers and law firms to act as Florida counsel in connection with Florida and multi-state Loan Transactions, including issuing Opinions and negotiating, preparing and/or advising on matters relating to Florida specific loan provisions, documentary stamp/intangible tax, and Borrower composition and structuring.

– Represented numerous institutional, private equity, real estate company and high net worth individual clients in connection with commercial real estate purchase and sale transactions, including negotiating, preparing and/or advising on matters relating to letters of intent, purchase and sale agreements, due diligence, financing, leasing, environmental, title/survey, entity structuring, and closing documentation and mechanics.

– Represented numerous high net worth individual clients in connection with residential real estate purchase and sale transactions, including negotiating, preparing and/or advising on matters related to purchase and sale agreements, due diligence, financing, FIRPTA, entity structuring, and closing documentation and mechanics.

– Represented Terra Group, handling multiple shopping center lease transactions (including Wawa, McDonald’s, Verizon, and Citibank).

– Represented numerous institutional, private equity, real estate company and high net worth individual office, shopping center, industrial and retail Landlords in connection with lease transactions with national, regional and local tenants (such as Walmart, Starbucks, WeWork, Office Depot, Total Wine, 24-Hour Fitness, Five Guys, Walgreens, Fresh Market, Lululemon, and Cheesecake Factory), including negotiating, preparing and/or advising on matters relating to letters of intent, lease agreements, listing agreements, due diligence, underwriting, letters of credit/credit enhancement, work letters, guarantees, rights of first refusal, and options to purchase.

– Represented numerous institutional, private equity, real estate company and high net worth individual office, shopping center, industrial and retail Tenants in connection with lease transactions, including negotiating, preparing and/or advising on matters relating to letters of intent, favorable lease agreement provisions, listing agreements, due diligence, limitations on monetary lease provisions, work letters, guarantees, and rights of first refusal, and options to purchase.

– Represented numerous institutional, private equity, real estate company and high net worth individual clients in connection with corporate, limited liability and entity formation, governance and restructuring, including negotiating, preparing and/or advising on matters relating to joint ventures, buyouts, mergers, articles of formation/incorporation, bylaws, operating agreements/shareholder agreement, restructuring, recapitalizations, change in ownership interests, change of control, distributions, decision-making, dilution, and liquidation.

– Represented numerous institutional, private equity, real estate company and high net worth individual clients in connection with general corporate, limited liability and entity affairs, including negotiating, preparing and/or advising on matters relating to service agreements, advisory agreements, vendor agreements, releases, guarantees, confidentiality agreements, non-disclosure agreements, non-circumvention agreements, termination agreements, security agreement, equipment leases, and service agreements.

– Represented numerous institutional, private equity, real estate company and high net worth individual clients in connection with general real estate affairs, including negotiating, preparing and/or advising on matters relating to acquisition of loans, opinions of title (platting, water/sewer, dedications, covenants, dedications, easements), zoning/entitlements, FIRPTA, real property tax challenges, documentary stamp/intangible taxes, title claims, property management agreements, asset management agreements, security agreement, confidentiality agreements, releases, guarantees, confidentiality agreements, non-disclosure agreements, non-circumvention agreements, termination agreements, and rights of first refusal, and options to purchase.

– Represented numerous institutional, private equity, real estate company and high net worth individual clients in connection with corporate and real estate-related litigation, including acting as an expert witness, selection of litigation and bankruptcy counsel, and/or advising on matters relating to defenses, proper parties, lien priority, lien subordination, litigation and bankruptcy strategy, review of documentation pre-litigation/bankruptcy filing, scope and direction of discovery, and strengths and weaknesses relating to underlying transaction and loan documentation.