Edward J. Hannon, Partner

Representative Matters – Real Estate

  • Represented the owners of approximately six shopping malls in connection with the contribution of the properties to a publicly registered non-traded REIT as the seed properties. This matter involved the adoption of an UPREIT structure to facilitate the tax-free contribution of the properties to the REIT, the modification of existing loan agreements in connection with the transfer of the properties, and the creation of a taxable REIT subsidiary.
  • Represented an owner of an $44 million apartment complex in connection with the proposed contribution of the property to a non-traded REIT in exchange for cash and membership interests (OP Units) in an umbrella partnership owned by the REIT under the UPREIT structure. This matter involved an examination of the deferred tax costs that would arise under the proposed structure and a review of the various tax agreements designed to maximize the tax available under the proposed structure.
  • Represented a foreign real estate company in connection with the acquisition of a hotel property located in the U.S. for $18 million. This matter involved the coordination of various cross-border tax planning strategies with the client’s international accounting firm and the development of a strategy to minimize the U.S. tax consequences of U.S. withholding tax and tax reporting requirements.
  • Represented owners of an office property located in Tennessee held through a tenant in common structure in connection with the refinancing of approximately $40 million of acquisition indebtedness and approximately $8 million in mezzanine debt. This matter involved over 30 co-owners located throughout the U.S. and the contribution of the TIC interests to a newly created entity in a tax-free manner to facilitate the refinancing. The transaction was completed within five weeks after being engaged as legal counsel.
  • Represented real estate owners involved in a like-kind exchange in connection with the adoption of a post-exchange refinancing structure involving approximately $6.3 million of loan proceeds. This matter involved the issuance of a tax opinion on the extraction of the refinancing proceeds in a tax free manner and the development of the structure for the initial acquisition of the property by the like-kind exchange buyer and the subsequent refinancing.
  • Represented owners of an office property located in Tampa, Florida owned through a tenant in common structure in connection with the refinancing of approximately $45 million of acquisition indebtedness facing maturity. In this matter the lender permitted the continued use of the tenant in common structure and the use of loan proceeds to buy-out uncooperative owners and the buy-out of owners related to the then current asset manager.
  • Represented Chicago-based real estate fund in the negotiation of a joint venture agreement with a real estate operator for the acquisition of a $14.5 million multi-family project in Atlanta.
  • Represented a real estate developer in the negotiation and documentation of a joint venture agreement with a nationally based student housing company for the development of a student housing and hotel project. This matter involved significant tax and structural planning in connection with the receipt of TIF funding from a municipality in downstate Illinois.
  • Represented Chicago-based real estate fund in the negotiation of a joint venture agreement with a real estate operator for the acquisition of an $18 million airport cargo facility in Texas.
  • Acted as lead counsel for a Class 1 Railroad in connection with the $380 million acquisition of three railroads and a vessel transportation company.
  • Represented 30 tenant-in-common investor groups in the chapter 11 cases of DBSI, Inc., formerly one of the nation’s largest sponsors of tenant-in-common investments in commercial, industrial, office, and multi-family residential real estate, in the U.S. Bankruptcy Court for the District of Delaware.
  • Represented a California-based real estate company in connection with the restructuring of a $32 million loan secured by a medical office project in Texas which was purchased by a third party. This matter involved the reorganization of the ownership structure and the adoption of various tax-oriented structures to address cancellation of indebtedness recognition issues.
  • Represented existing property owner in redevelopment project involving the receipt of approximately $16 million of TIF funds from a municipality in Indiana. This matter required a reorganization of the existing ownership structure to address various tax issues that arose in connection with the TIF transaction.