Bass, Berry & Sims | Real Estate and Construction

Services Attorneys	Real Estate and Construction Clients with real estate and construction needs demand full-service legal providers who can address their pressing current needs even as they anticipate tomorrow’s problems and work toward practical, sophisticated solutions. They also expect legal service providers to support and advance their business strategies in times of economic adversity as well as prosperity. Bass, Berry & Sims provides a multi-disciplinary, yet seamless, approach to solving your business issues. Our group consists of attorneys with different areas of experience coming together as a team serving the real estate and construction needs of clients. The technical acumen of our team has been developed over years of addressing issues specific to this industry. We provide high-precision guidance as well as practical wisdom. Our strategy is based on the ultimate goals of our clients. We understand the market. We know what is important. We are “deal doers” who strive not to exceed your risk tolerance limits. Here’s what our team can help you accomplish: Entitle it - Land Use and Zoning Acquire it - Real Estate - Environmental - REITs - Tax - Distressed Assets Finance it - Financing - Tax Increment and Special Assessment Financing - Manufacturing, Exempt Facility and 501(c)(3) Bond Financing - REITs - Property Tax Abatement (PILOT) - Tax - State and Local Economic Incentives Build it - Design/Construction - Environmental Lease it - Real Estate - REITs - Tax Sell it - Real Estate - REITs - Tax - Distressed Assets Resolve it - Dispute Resolution - Distressed Assets We serve developers, owners (public and private), operators, investors, contractors, subcontractors, suppliers, lenders, and Real Estate Investment Trusts (“REITs”), among others. We serve them locally, regionally and nationally. Among our signature practices, we provide special counsel on transactions involving hospitals, medical office buildings, retirement facilities, lifestyle centers, shopping centers, multi-family buildings, hotels and industrial facilities. The Bass, Berry & Sims team is embedded in the real estate and construction industry. We have been applauded and awarded in such publications as Chambers USA, The Best Lawyers in America®, Mid-South Super Lawyers, LawDragon and Who’s Who Legal. Bass, Berry & Sims sponsors many industry-related organizations, and our attorneys are actively involved with leadership and committeepositions, speaking engagements, and local, regional and national events of industry-related organizations, including International Council of Shopping Centers (ICSC), Commercial Real Estate Development Association (NAIOP), Certified Commercial Investment Member (CCIM), Urban Land Institute (ULI), CREW Network, National Association of Bond Lawyers (NABL), National Investment Center for Seniors Housing and Care Industry (NIC), Building Owners and Managers Association International (BOMA), National Association of Real Estate Investment Trusts (NAREIT), Nashville Health Care Council, Tennessee Association of Construction Counsel, ABA Forum on the Construction Industry and the ABA Construction Litigation Committee. Real Estate We may work with dirt and concrete, but our real business is people. The key to our business is our people—their relationships with clients and with all of the surveyors, title companies, appraisers, engineers, architects, contractors, subcontractors, suppliers, lenders, planning commissions, utility companies, accountants, brokers, tenants and others it takes to make a given project a success. Our attorneys can help quarterback all these players to achieve coordinated success. Our insights and experience extend across acquisitions and dispositions, commercial property site selection and development, equity participations, joint ventures, large multistate, multi-property sales and financings, leasing and management contracts, sale leasebacks and tax free exchanges. Construction and Design Contracts We provide in-depth support with drafting and negotiating all types of design contracts, construction contracts and related documents, including industry forms produced by the American Institute of Architects (AIA), the Engineers Joints Construction Documents Committee (EJCDC), ConsensusDOCS and others. We deal with a broad array of project delivery methods, including design-bid-build, design-build, multiple prime, fast-track and construction management. We assist in selecting the best delivery methods for projects, and we offer true soup-to-nuts service, from selecting, drafting and negotiating contracts, to project close-out, as well as claims management and resolution. Our construction attorneys often author articles and educational materials, and speak at construction-related seminars. Our construction attorneys have helped shape industry-related legislation and AIA contract documents. We are at the cutting edge of construction law issues affecting our clients nationwide. Two of our attorneys are professional engineers licensed in the state of Tennessee. Environmental Bass, Berry & Sims’ attorneys provide practical solutions for buyers, sellers and lenders on environmental problems related to real estate and corporate transactions. We can help clients use environmental site assessments and subsequent investigations to defuse liability via such defenses as the innocent purchaser and bona fide purchaser defenses. In this context, we advise on allocations of risk, such as contractual indemnities, releases and escrows, which facilitate transactions. We obtain prospective purchaser agreements, brownfields agreements and similar arrangements with governmental authorities to establish liability shields or limitations that enable parties to further quantify and allocate the environmental risks associated with their transactions. We also have extensive experience in the environmental permitting of real estate development, such as storm water permitting and the alteration of wetland and streams. Economic Incentives Bass, Berry & Sims’ finance attorneys have extensive experience representing developers, lenders and local governments in all types of economic incentive transactions, from property tax abatement transactions (PILOTs) to tax increment, special assessment and development district financings. Our public finance attorneys have strong relationships with municipal issuers throughout Tennessee. We have been deeply involved in the lawmaking process and in the evolution of economic incentives in Tennessee. Tax-Exempt Financing Bass, Berry & Sims’ public finance attorneys have extensive experience as bond counsel, lender’s counsel, underwriter’s counsel and borrower’s counsel in connection with tax-exempt financings for manufacturing facilities, multifamily housing facilities, solid waste disposal facilities and facilities for all types of nonprofit 501(c)(3) organizations (including hospital systems, secondary schools and colleges, and museums and cultural attractions). Land Use and Zoning Our attorneys are thoroughly versed in land use and entitlement issues, including zoning, rezoning, planning, variances and conditional uses. We routinely review and advise clients about the applicability and enforceability of local land use regulations. We obtain government approval for specific land uses, and we advise and represent clients before planning commissions, boards of zoning appeal and in other hearings related to land use matters. We also litigate cases in which governmental entities have interfered with property rights by exceeding their authority. REITs Bass, Berry & Sims’ attorneys have substantial REIT experienceat every transactional juncture: helping form REITs and UpREIT/DownREIT structures; restructuring REITs; initial public offerings and follow-on REIT equity offerings; REIT mergers; and REIT compliance. We also have extensive experience in partnership and real estate taxation compliance with the REIT provisions of the Internal Revenue Code. Our attorneys deliver opinions on highly technical REIT issues, either providing or reviewing tax compliance opinions in connection with many public securities offerings by REITs. Tax Our tax attorneys routinely advise clients on real estate acquisitions, dispositions and tax-deferred exchanges as well as real estate development, financing and leasing transactions. We have significant experience with complicated tax issues arising from real estate joint ventures and partnerships as well as limited liability company transactions – with particular emphasis on structuring transactions to reduce or avoid the general application of Tennessee franchise and excise taxes. We have also worked on a variety of tax issues that arise with commercial loans, leases and work-outs as well as tax planning considerations relevant to the real estate components of corporate mergers, acquisitions and leveraged buy-outs. Dispute Resolution Bass, Berry & Sims attorneys stand ready to resolve matters in state or federal courts or through alternative methods. We regularly represent parties in a variety of real estate and construction disputes. We routinely handle real estate and construction disputes involving such issues as: title claims; deeds of trust and mortgages; leases and sales contracts; eminent domain; land use, zoning and entitlement issues; easements; boundary disputes; restrictive covenants; mechanics’ and materialmen’s liens; delay claims; defect claims; design deficiencies; payment claims; bond claims; construction contract interpretation; environmental issues; contractor licensing issues; and bid protests. We enthusiastically recognize the cost saving and other benefits of alternative dispute resolution, such as mediation, arbitration and informal dispute resolution. Our attorneys include experienced mediators and arbitrators. When the potential for conflict arises, we go the extra mile to develop and implement strategies that avoid or resolve disputes as cost-effectively as possible. We know that you are not in business to litigate. Bass, Berry & Sims’ strategy is to zealously protect your interests with minimum burden on you and your operations. Distressed Assets Our attorneys have significant experience in helping clients buying, selling or otherwise dealing with distressed assets, both outside bankruptcy (such as negotiating deals with secured lender, state court receiverships, etc.) and during bankruptcy proceedings (such as §363 sales or as part of a Chapter 11 plan of reorganization). We have represented healthcare companies, retailers, and manufacturers in several asset acquisitions out of bankruptcy, as well as during auction/sale processes where our clients are not the ultimate purchasers but are either “stalking horse” bidders or competing bidders. It is critical in acquisition transactions to safeguard the position of our acquiring clients in order to limit successor liability. In §363 sales, we adeptly compete in auctions, maximizing leverage through negotiations with debt holders and, in some cases, acquiring debt. We have represented acquirers providing debtor-in-possession financing, as well as secured lenders in the resolution of the distressed loans. In that context, we meet the unique challenges presented to ensure that our clients can realize the value of such creditors’ collateral. < back

Real Estate and Construction

Clients with real estate and construction needs demand full-service legal providers who can address their pressing current needs even as they anticipate tomorrow’s problems and work toward practical, sophisticated solutions. They also expect legal service providers to support and advance their business strategies in times of economic adversity as well as prosperity.

Bass, Berry & Sims provides a multi-disciplinary, yet seamless, approach to solving your business issues. Our group consists of attorneys with different areas of experience coming together as a team serving the real estate and construction needs of clients. The technical acumen of our team has been developed over years of addressing issues specific to this industry. We provide high-precision guidance as well as practical wisdom. Our strategy is based on the ultimate goals of our clients. We understand the market. We know what is important. We are “deal doers” who strive not to exceed your risk tolerance limits.

Here’s what our team can help you accomplish:

Entitle it
- Land Use and Zoning
Acquire it
- Real Estate
- Environmental
- REITs
- Tax
- Distressed Assets
Finance it
- Financing
- Tax Increment and Special Assessment Financing
- Manufacturing, Exempt Facility and 501(c)(3) Bond Financing
- REITs
- Property Tax Abatement (PILOT)
- Tax
- State and Local Economic Incentives
Build it
- Design/Construction
- Environmental
Lease it
- Real Estate
- REITs
- Tax
Sell it
- Real Estate
- REITs
- Tax
- Distressed Assets
Resolve it
- Dispute Resolution
- Distressed Assets

We serve developers, owners (public and private), operators, investors, contractors, subcontractors, suppliers, lenders, and Real Estate Investment Trusts (“REITs”), among others. We serve them locally, regionally and nationally. Among our signature practices, we provide special counsel on transactions involving hospitals, medical office buildings, retirement facilities, lifestyle centers, shopping centers, multi-family buildings, hotels and industrial facilities.

The Bass, Berry & Sims team is embedded in the real estate and construction industry.

We have been applauded and awarded in such publications as Chambers USA, The Best Lawyers in America®, Mid-South Super Lawyers, LawDragon and Who’s Who Legal.

Bass, Berry & Sims sponsors many industry-related organizations, and our attorneys are actively involved with leadership and committeepositions, speaking engagements, and local, regional and national events of industry-related organizations, including International Council of Shopping Centers (ICSC), Commercial Real Estate Development Association (NAIOP), Certified Commercial Investment Member (CCIM), Urban Land Institute (ULI), CREW Network, National Association of Bond Lawyers (NABL), National Investment Center for Seniors Housing and Care Industry (NIC), Building Owners and Managers Association International (BOMA), National Association of Real Estate Investment Trusts (NAREIT), Nashville Health Care Council, Tennessee Association of Construction Counsel, ABA Forum on the Construction Industry and the ABA Construction Litigation Committee.

Real Estate

We may work with dirt and concrete, but our real business is people.

The key to our business is our people—their relationships with clients and with all of the surveyors, title companies, appraisers, engineers, architects, contractors, subcontractors, suppliers, lenders, planning commissions, utility companies, accountants, brokers, tenants and others it takes to make a given project a success. Our attorneys can help quarterback all these players to achieve coordinated success.

Our insights and experience extend across acquisitions and dispositions, commercial property site selection and development, equity participations, joint ventures, large multistate, multi-property sales and financings, leasing and management contracts, sale leasebacks and tax free exchanges.

Construction and Design Contracts

We provide in-depth support with drafting and negotiating all types of design contracts, construction contracts and related documents, including industry forms produced by the American Institute of Architects (AIA), the Engineers Joints Construction Documents Committee (EJCDC), ConsensusDOCS and others. We deal with a broad array of project delivery methods, including design-bid-build, design-build, multiple prime, fast-track and construction management.

We assist in selecting the best delivery methods for projects, and we offer true soup-to-nuts service, from selecting, drafting and negotiating contracts, to project close-out, as well as claims management and resolution. Our construction attorneys often author articles and educational materials, and speak at construction-related seminars.

Our construction attorneys have helped shape industry-related legislation and AIA contract documents. We are at the cutting edge of construction law issues affecting our clients nationwide. Two of our attorneys are professional engineers licensed in the state of Tennessee.

Environmental

Bass, Berry & Sims’ attorneys provide practical solutions for buyers, sellers and lenders on environmental problems related to real estate and corporate transactions. We can help clients use environmental site assessments and subsequent investigations to defuse liability via such defenses as the innocent purchaser and bona fide purchaser defenses. In this context, we advise on allocations of risk, such as contractual indemnities, releases and escrows, which facilitate transactions. We obtain prospective purchaser agreements, brownfields agreements and similar arrangements with governmental authorities to establish liability shields or limitations that enable parties to further quantify and allocate the environmental risks associated with their transactions.

We also have extensive experience in the environmental permitting of real estate development, such as storm water permitting and the alteration of wetland and streams.

Economic Incentives

Bass, Berry & Sims’ finance attorneys have extensive experience representing developers, lenders and local governments in all types of economic incentive transactions, from property tax abatement transactions (PILOTs) to tax increment, special assessment and development district financings. Our public finance attorneys have strong relationships with municipal issuers throughout Tennessee. We have been deeply involved in the lawmaking process and in the evolution of economic incentives in Tennessee.

Tax-Exempt Financing

Bass, Berry & Sims’ public finance attorneys have extensive experience as bond counsel, lender’s counsel, underwriter’s counsel and borrower’s counsel in connection with tax-exempt financings for manufacturing facilities, multifamily housing facilities, solid waste disposal facilities and facilities for all types of nonprofit 501(c)(3) organizations (including hospital systems, secondary schools and colleges, and museums and cultural attractions).

Land Use and Zoning

Our attorneys are thoroughly versed in land use and entitlement issues, including zoning, rezoning, planning, variances and conditional uses. We routinely review and advise clients about the applicability and enforceability of local land use regulations. We obtain government approval for specific land uses, and we advise and represent clients before planning commissions, boards of zoning appeal and in other hearings related to land use matters. We also litigate cases in which governmental entities have interfered with property rights by exceeding their authority.

REITs

Bass, Berry & Sims’ attorneys have substantial REIT experienceat every transactional juncture: helping form REITs and UpREIT/DownREIT structures; restructuring REITs; initial public offerings and follow-on REIT equity offerings; REIT mergers; and REIT compliance.

We also have extensive experience in partnership and real estate taxation compliance with the REIT provisions of the Internal Revenue Code. Our attorneys deliver opinions on highly technical REIT issues, either providing or reviewing tax compliance opinions in connection with many public securities offerings by REITs.

Tax

Our tax attorneys routinely advise clients on real estate acquisitions, dispositions and tax-deferred exchanges as well as real estate development, financing and leasing transactions. We have significant experience with complicated tax issues arising from real estate joint ventures and partnerships as well as limited liability company transactions – with particular emphasis on structuring transactions to reduce or avoid the general application of Tennessee franchise and excise taxes.

We have also worked on a variety of tax issues that arise with commercial loans, leases and work-outs as well as tax planning considerations relevant to the real estate components of corporate mergers, acquisitions and leveraged buy-outs.

Dispute Resolution

Bass, Berry & Sims attorneys stand ready to resolve matters in state or federal courts or through alternative methods. We regularly represent parties in a variety of real estate and construction disputes.

We routinely handle real estate and construction disputes involving such issues as: title claims; deeds of trust and mortgages; leases and sales contracts; eminent domain; land use, zoning and entitlement issues; easements; boundary disputes; restrictive covenants; mechanics’ and materialmen’s liens; delay claims; defect claims; design deficiencies; payment claims; bond claims; construction contract interpretation; environmental issues; contractor licensing issues; and bid protests.

We enthusiastically recognize the cost saving and other benefits of alternative dispute resolution, such as mediation, arbitration and informal dispute resolution. Our attorneys include experienced mediators and arbitrators. When the potential for conflict arises, we go the extra mile to develop and implement strategies that avoid or resolve disputes as cost-effectively as possible.

We know that you are not in business to litigate. Bass, Berry & Sims’ strategy is to zealously protect your interests with minimum burden on you and your operations.

Distressed Assets

Our attorneys have significant experience in helping clients buying, selling or otherwise dealing with distressed assets, both outside bankruptcy (such as negotiating deals with secured lender, state court receiverships, etc.) and during bankruptcy proceedings (such as §363 sales or as part of a Chapter 11 plan of reorganization). We have represented healthcare companies, retailers, and manufacturers in several asset acquisitions out of bankruptcy, as well as during auction/sale processes where our clients are not the ultimate purchasers but are either “stalking horse” bidders or competing bidders.

It is critical in acquisition transactions to safeguard the position of our acquiring clients in order to limit successor liability. In §363 sales, we adeptly compete in auctions, maximizing leverage through negotiations with debt holders and, in some cases, acquiring debt. We have represented acquirers providing debtor-in-possession financing, as well as secured lenders in the resolution of the distressed loans. In that context, we meet the unique challenges presented to ensure that our clients can realize the value of such creditors’ collateral.

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