Kingsley Law Provides Legal Services for:
Commercial Real Estate
Private Placements
Company Formation
Mergers & Acquisitions
Representative Transactions
Commercial Real Estate
From negotiating and closing the purchase, financing and sale of apartment complexes, office buildings, hotels, storage facilities, industrial properties, and more, to helping developers, institutions, and real estate investment groups structure their organizations, raise funds through private offerings, secure loans from major institutions, negotiate and draft leases, CC&Rs, construction contracts, and more, Kingsley Law has done it. And we’d like to put our experience to work helping you.
What kind of real estate agreements and documents do we typically negotiate and prepare for our clients at Kingsley Law? A few examples include:
-
-
- Purchase and Sale Agreements
-
-
-
- Commercial Loan Documentation
-
-
-
- Commercial Leases
-
-
-
- Condominium Documentation
-
-
-
- Letters of Intent
-
-
-
- Public Reports & Special Orders of Exemption
-
-
-
- Option Agreements
-
-
-
- Fannie/Freddie/HUD Commercial Loans
-
-
-
- Deeds and Closing Documentation
-
-
-
- Condominium Documentation
-
-
-
- Joint Venture Operating Agreements
-
-
-
- Development Agreements
-
-
-
- Construction Agreements
-
-
-
- Consulting Agreements
-
-
-
- Property Management Agreements
-
-
-
- Other Professional Services Agreements
-
Private Placements
Completing a private offering of securities by your company can be complicated, and problematic if it’s done incorrectly and runs afoul of Regulation D and Blue Sky rules and regulations. At Kingsley Law, we have the expertise and experience to help you do it smoothly and error-free. Whether you are raising funds for real estate investment or to expand your business, Kingsley Law can help you make sure you comply with appropriate securities laws and private placement exemptions. A few of the relevant agreements we can prepare on your behalf include:
-
-
- Private Placement Memoranda
-
-
-
- Subscription Agreements
-
-
-
- Operating Agreements
-
-
-
- Contribution Agreements
-
-
-
- Stock Purchase Agreements
-
-
-
- SEC & Blue Sky Filings
-
Company Formation
Starting your own business? Creating a multi-tiered company structure for your growing real estate empire? Kingsley Law can guide you through it, including helping you understand the various forms of organization for the company you have in mind – limited liability company, limited partnership, corporation, not-for-profit or otherwise. Once you have chosen, we will then draft the appropriate formation documentation with your input and you will be well on the way to being legally organized in a way that best protects your interests. We will help you draft the important agreements for your organization, including:
-
-
- Articles of Incorporation
-
-
-
- Bylaws
-
-
-
- Stockholder Agreements
-
-
-
- Articles of Organization
-
-
-
- Operating Agreements
-
-
-
- Partnership Agreements
-
-
-
- Employment Agreements
-
-
-
- Consulting Agreements
-
-
-
- Service Agreements
-
-
-
- Non-Compete and Non-Disclosure Agreements
-
-
-
- Other Commercial Contracts
-
-
-
- Other Ancillary Organizational Documents
-
Mergers & Acquisitions
M&A is a fundamental area of expertise at Kingsley Law. Whether you’re considering buying a company, selling yours, or merging with another, we have the in-depth experience and expertise needed to help you complete your deal not just successfully, but wisely. From drafting and negotiating your letter of intent to a meticulous due diligence investigation to final closing of the transaction, we will provide you guidance while making sure your interests are protected. Some of the typical agreements we prepare and negotiate in this area include:
-
-
- Letters of Intent
-
-
-
- Asset Purchase Agreements
-
-
-
- Stock Purchase Agreements
-
-
-
- Merger Agreements
-
-
-
- Escrow Agreements
-
-
-
- Stock Transfer Agreements
-
-
-
- Company Consents and Resolutions
-
-
-
- Assignment and Assumption Agreements
-
-
-
- Other Ancillary Agreements
-
A Few Representative Transactions
While we represent some clients in only one discrete practice area, more often Kingsley Law helps our clients with legal advice for a wide variety of their business needs. Below are transactions (4 examples each) of ways we have helped recent clients, some of which fit one practice area, while others cross disciplines as needed to get the job done for our clients.
Represented Buyers in:
-
- $25 million purchase of apartment complex, including formation and structuring of equity investment vehicle with institutional co-investor and securing Freddie Mac debt financing.
-
- $12 million purchase of flagged hotel property, including negotiation of debt financing, hotel management agreement, franchise agreement and property improvement plan.
-
- $15 million purchase of office building, including structuring and formation of investment companies and securing equity and debt financing from institutional partners.
-
- Raising an aggregate of over $500 million in equity capital through private placement offerings.
Represented Developers in:
-
- Securing joint venture agreement with landowner for development, construction and sale of 80 acre truck stop, motel, residential condominium and recreational vehicle park.
-
- Negotiation of $15 million joint venture for investment in raw land for development of single-story rental home development.
-
- All aspects of development of 100 acre commercial and residential development in Northern Arizona, including development agreements, CC&Rs, construction contracts, land leases, easements and other related documentation.
-
- Purchasing and rehabilitating multiple apartment complexes and hotels.
Represented Sellers in:
-
- $18 million sale of Class A multifamily apartment complex.
-
- $12 million sale of airpark office building to institutional buyer.
-
- $4 million sale of commercial printing business.
-
- $9 million sale of locally-owned truck stop business to national chain owner/operator.
Represented Companies More Broadly with:
-
- Raising $3 million in private equity financing through a private placement to fund start-up of manufacturing company.
-
- Negotiating and documenting a joint venture for a major website software and development company.
-
- Negotiating numerous commercial leases for landlords and tenants.
-
- Serving as day to day outside general counsel for financing, structuring, employment agreements, non-competition agreements, license agreements, and other day-to-day legal needs for a technology firm.