Commercial Real Estate Acquisitions & Sales
Purchases, Dispositions, Portfolio Transactions, Equity Transfers and Commercial Real Estate Closings
Commercial real estate acquisitions and sales require more than transferring title to property. Sophisticated transactions may involve extensive due diligence, negotiated purchase and sale agreements, financing contingencies, existing leases, ownership structures, lender and third-party consents, portfolio considerations and carefully coordinated closing requirements.
Abrams Fensterman represents purchasers, sellers, developers, investors, property owners and businesses in commercial real estate acquisitions and dispositions in New York and in connection with investments throughout the United States.
Our attorneys advise clients from the earliest stages of a proposed transaction through structuring, letters of intent, contract negotiation, due diligence, financing coordination, title and survey matters, closing and post-closing obligations.
Representing Buyers and Sellers in Commercial Real Estate Transactions
Abrams Fensterman represents clients on both the acquisition and disposition sides of commercial real estate transactions. Although buyers and sellers participate in the same transaction, their legal and business objectives are often very different.
Purchasers typically focus on confirming the condition and legal status of the asset, preserving appropriate diligence and termination rights, coordinating financing and ensuring that required representations, documents and approvals are in place before closing.
Sellers frequently focus on transaction certainty, limiting continuing obligations, managing representations and indemnification exposure, satisfying existing financing or ownership requirements and positioning the transaction for an efficient closing.
Types of Real Estate Acquisitions & Sales We Handle
Our attorneys advise clients on acquisitions, dispositions and related ownership transactions involving a range of commercial real estate assets and investment structures.
- Commercial property acquisitions and dispositions
- Multifamily portfolio transactions
- Office property acquisitions and sales
- Healthcare and specialized real estate transactions
- Development-site acquisitions
- Portfolio and multi-asset transactions
- Ground lease and leasehold-interest transactions
- Equity-interest and entity-level transfers
- Joint-venture acquisitions and dispositions
- Sale-leaseback transactions
- Transactions involving assumed or existing financing
- Commercial real estate closings and post-closing matters
Purchase and Sale Agreements
The purchase and sale agreement establishes the legal framework for a commercial real estate transaction and allocates significant rights, obligations and risks between the parties.
Depending on the transaction, the agreement may address the purchase price and deposit, diligence rights, representations and warranties, title and survey objections, financing conditions, existing leases and contracts, casualty and condemnation risk, closing conditions, defaults, remedies and post-closing obligations.
- Letters of Intent and Term Sheets: Establishing key business terms before preparation of definitive transaction documents.
- Purchase Price and Deposits: Addressing payment structure, deposits, escrow arrangements and conditions affecting the purchaser’s funds.
- Representations and Warranties: Negotiating statements concerning ownership, leases, litigation, contracts and other matters affecting the property or transaction.
- Closing Conditions: Identifying the documents, approvals, consents and other requirements that must be satisfied before closing.
- Default and Remedies: Defining the parties’ rights if the transaction does not proceed as contemplated.
Asset Acquisitions and Equity-Interest Transactions
Not every real estate acquisition involves a direct transfer of title. Depending on the structure of the investment, a transaction may involve the purchase of the property itself or the acquisition of an ownership interest in the entity that owns the property.
Asset Transaction: The buyer acquires the real estate itself, with title transferred through the applicable closing documents.
Equity-Interest Transaction: The buyer acquires some or all of the ownership interests in the entity holding the property, while title to the real estate remains with that entity.
The appropriate structure depends on the objectives and circumstances of the transaction. Entity-level transactions may require additional diligence concerning organizational documents, ownership rights, liabilities, existing financing, contracts, third-party consents and other obligations of the property-owning entity.
Commercial Real Estate Due Diligence
Due diligence allows a purchaser to evaluate the legal and business issues affecting a property before becoming obligated to complete the acquisition. The appropriate scope depends on the property, transaction structure and intended use of the asset.
Our attorneys coordinate legal diligence with clients, title professionals, lenders and other advisors and evaluate issues that may affect the transaction documents or closing.
- Title and ownership matters
- Surveys and property descriptions
- Existing mortgages, liens and encumbrances
- Leases and tenant-related documentation
- Easements, restrictions and other recorded agreements
- Organizational and entity documentation
- Material contracts affecting the property
- Required third-party or lender consents
- Other matters affecting the purchaser’s intended ownership or use of the asset
Portfolio and Multi-Asset Transactions
Portfolio transactions can present additional complexity because multiple properties, ownership entities, title matters, financing arrangements and closing requirements must often be coordinated as part of a single investment strategy.
Abrams Fensterman’s experience includes significant multifamily and other portfolio transactions involving properties in multiple jurisdictions. Our attorneys work with clients and local professionals as necessary to coordinate diligence, documentation, financing and closing across the portfolio.
Sale-Leaseback and Other Structured Dispositions
Some dispositions are structured so that the seller transfers ownership of the real estate while continuing to occupy or operate from the property under a lease. These sale-leaseback transactions require the purchase agreement and lease to be negotiated as interconnected components of the same transaction.
Our attorneys advise clients on the acquisition, disposition and leasing components of these arrangements and coordinate with the firm’s broader commercial real estate team where the transaction involves financing or other related matters.
Coordinating an Acquisition With Real Estate Financing
Many commercial real estate acquisitions depend on financing that must close simultaneously with the purchase. The acquisition agreement, loan documents, title requirements, ownership structure and closing mechanics therefore must be coordinated carefully.
Abrams Fensterman’s acquisitions attorneys work within a broader Real Estate Transactions and Financing practice, allowing the firm to address the acquisition and financing as interconnected parts of the same transaction.
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Representative Experience
An Integrated Approach to Acquisitions and Dispositions
Commercial real estate acquisitions and dispositions often intersect with financing, leasing, development, ownership structures and other business considerations. Abrams Fensterman’s Real Estate attorneys work within an integrated practice capable of addressing those related issues as the transaction progresses.
If a disagreement later arises concerning a purchase agreement, closing obligation, ownership arrangement or other aspect of the transaction, clients also have access to the firm’s Real Estate Litigation team.
Frequently Asked Questions About Real Estate Acquisitions & Sales
What does a commercial real estate acquisitions attorney do?
A commercial real estate acquisitions attorney helps structure and document the purchase of commercial property, negotiate the purchase and sale agreement, coordinate due diligence, address title and closing issues, work with financing counsel and guide the transaction through closing.
What is due diligence in a commercial real estate acquisition?
Due diligence is the review of legal and property-related matters that may affect a purchaser’s decision to acquire the asset or the terms on which the transaction proceeds. Depending on the property, diligence may include title, survey, leases, recorded agreements, liens, organizational documents, contracts and required third-party consents.
What is the difference between an asset acquisition and an equity-interest acquisition?
In an asset acquisition, the purchaser acquires the real estate itself. In an equity-interest transaction, the purchaser acquires an ownership interest in the entity that owns the property. The structures may involve different diligence, consent, financing and documentation considerations.
Can a commercial real estate acquisition involve multiple properties?
Yes. Portfolio and multi-asset transactions may involve several properties, ownership entities and jurisdictions. These transactions often require coordinated diligence, title work, financing, documentation and closing requirements across the portfolio.
