Real Estate Finance + Restructurings

Whether the strategy is to cut losses and move on, work through, step back or place bets on the future, Goodwin's real estate finance lawyers are active market participants, creatively guiding clients through the challenges of the various credit markets. We understand the complexities involved in both existing and proposed capital structures and the varying motivations of stakeholders. Our broad and deep experience allows us to counsel clients effectively as they address a variety of financing needs and opportunities in an ever-evolving, and sometimes volatile, market.

We represent banks, insurers and other lenders, as well as sponsors, institutional investors, and other borrowers in a wide range of debt and debt-related matters, including mortgage and mezzanine financings and refinancings, construction loans, CMBS loans, loan assumptions, agency debt transactions, loan extensions and restructurings, negotiated workouts, foreclosure and deed in-lieu transactions, bankruptcy proceedings, and litigation. We also represent clients making investments in distressed debt. As clients work to de-leverage their holdings, we also assist in evaluations of portfolios and with sales and other capital-raising transactions.

Our global real estate finance team has extensive experience in both up and down cycles, including with:

  • Acquisition, construction and permanent mortgage financing for all property types
  • Mezzanine and other subordinated debt financing
  • Credit facilities for REITs and other operating companies
  • Subscription secured credit facilities for funds
  • Participated, syndicated and securitized debt
  • Multi-layered capital structures and complex intercreditor arrangements
  • Lender and borrower transactions
  • Loan portfolio transactions
  • Sales and acquisitions of performing and non-performing loans
  • Workouts, recapitalizations and enforcement actions
Related Practices

Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Read More

Acquisitions + Dispositions

Many of the world’s leading investors turn to Goodwin’s global team of lawyers to serve as transactional counsel on all aspects of U.S. and European commercial real estate investment. Our real estate lawyers structure complex direct and indirect purchases and sales of interests in real estate. On these transactions, Goodwin’s team works alongside investment managers and advisors, fund sponsors and real estate operating companies, as well as a wide range of cross-border investors, including open-ended funds, sovereign wealth funds, national pension funds, banks and ultra-high net worth managers on investment and development opportunities around the world, who are looking to acquire or sell assets or interests in real estate. Our experience encompasses transactions involving a diverse range of property types, including retail properties, offices, medical office and hospital facilities, hotel and leisure properties, industrial properties, and mixed-use assets. 
Read More

Capital Markets

Companies seeking to grow, increase liquidity for their investors or reduce their cost of capital regularly turn to Goodwin. We have one of the most active capital markets and public company practices in the United States, serving as outside counsel to public companies in a range of industries and who are listed on both U.S. and non-U.S. exchanges. We combine deep industry knowledge with broad technical expertise across all equity and debt securities and alternative investment structures. Over the past five years, we have advised clients in nearly 300 public offerings with an aggregate value approaching $30 billion. Our practice and lawyers are consistently recognized by industry publications as one of the most active and innovative advisers for capital markets transactions and public companies.
Read More

Debt Finance

Goodwin’s Debt Finance practice represents borrowers, private equity sponsors and lenders in a broad range of financing transactions. Our Debt Finance lawyers work closely with the firm's Private Equity, Technology Companies, Capital Markets, and Financial Restructuring groups structuring, negotiating and documenting domestic and cross-border debt financing arrangements, including secured and unsecured senior, mezzanine and subordinated debt facilities, acquisition-financing transactions, working capital facilities, as well as loan workouts and restructurings.

On the borrower side, Goodwin represents private equity firms and their portfolio companies, leading public and private companies and start-ups in a wide variety of business industries. On the lender side, Goodwin’s clients include domestic and international banks, insurance and finance companies, mezzanine lenders, business development companies and other institutional investors.

 
Read More

Development + Permitting

Real estate development requires technical expertise and dedication. Building a successful project starts with good working partnerships and Goodwin is committed to guiding our clients from concept to completion of every project. We counsel developers, investors, corporate owners and managers, nonprofit institutions and investors in large-scale projects of all kinds.

Read More

Joint Ventures

Institutional investors, owners and developers in joint venture transactions face a raft of complex issues and market challenges as they invest in real estate across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the life cycle of joint ventures, from formation concerns to exit rights. From single-asset developments to stabilized portfolios, clients leverage our multidisciplinary approach to joint venture transactions, integrating expertise from our tax, ERISA, corporate, securities, regulatory, construction and litigation teams. We regularly advise clients on joint ventures that are REIT compliant and/or UBTI sensitive (including “fractions rule”) compliance, as well as a variety of governance and economic structures, including complex promote waterfalls, clawbacks and multi-tiered transactions. Additionally, our European team is experienced in navigating the AIFMD and merger control considerations that can impact EU joint ventures.
Read More

Real Estate Tax

Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.
Read More

REITs and Real Estate M+A

When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More
Related Practices
Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Read More
Acquisitions + Dispositions
Many of the world’s leading investors turn to Goodwin’s global team of lawyers to serve as transactional counsel on all aspects of U.S. and European commercial real estate investment. Our real estate lawyers structure complex direct and indirect purchases and sales of interests in real estate. On these transactions, Goodwin’s team works alongside investment managers and advisors, fund sponsors and real estate operating companies, as well as a wide range of cross-border investors, including open-ended funds, sovereign wealth funds, national pension funds, banks and ultra-high net worth managers on investment and development opportunities around the world, who are looking to acquire or sell assets or interests in real estate. Our experience encompasses transactions involving a diverse range of property types, including retail properties, offices, medical office and hospital facilities, hotel and leisure properties, industrial properties, and mixed-use assets. 
Read More
Capital Markets
Companies seeking to grow, increase liquidity for their investors or reduce their cost of capital regularly turn to Goodwin. We have one of the most active capital markets and public company practices in the United States, serving as outside counsel to public companies in a range of industries and who are listed on both U.S. and non-U.S. exchanges. We combine deep industry knowledge with broad technical expertise across all equity and debt securities and alternative investment structures. Over the past five years, we have advised clients in nearly 300 public offerings with an aggregate value approaching $30 billion. Our practice and lawyers are consistently recognized by industry publications as one of the most active and innovative advisers for capital markets transactions and public companies.
Read More
Debt Finance

Goodwin’s Debt Finance practice represents borrowers, private equity sponsors and lenders in a broad range of financing transactions. Our Debt Finance lawyers work closely with the firm's Private Equity, Technology Companies, Capital Markets, and Financial Restructuring groups structuring, negotiating and documenting domestic and cross-border debt financing arrangements, including secured and unsecured senior, mezzanine and subordinated debt facilities, acquisition-financing transactions, working capital facilities, as well as loan workouts and restructurings.

On the borrower side, Goodwin represents private equity firms and their portfolio companies, leading public and private companies and start-ups in a wide variety of business industries. On the lender side, Goodwin’s clients include domestic and international banks, insurance and finance companies, mezzanine lenders, business development companies and other institutional investors.

 
Read More
Development + Permitting

Real estate development requires technical expertise and dedication. Building a successful project starts with good working partnerships and Goodwin is committed to guiding our clients from concept to completion of every project. We counsel developers, investors, corporate owners and managers, nonprofit institutions and investors in large-scale projects of all kinds.

Read More
Joint Ventures
Institutional investors, owners and developers in joint venture transactions face a raft of complex issues and market challenges as they invest in real estate across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the life cycle of joint ventures, from formation concerns to exit rights. From single-asset developments to stabilized portfolios, clients leverage our multidisciplinary approach to joint venture transactions, integrating expertise from our tax, ERISA, corporate, securities, regulatory, construction and litigation teams. We regularly advise clients on joint ventures that are REIT compliant and/or UBTI sensitive (including “fractions rule”) compliance, as well as a variety of governance and economic structures, including complex promote waterfalls, clawbacks and multi-tiered transactions. Additionally, our European team is experienced in navigating the AIFMD and merger control considerations that can impact EU joint ventures.
Read More
Real Estate Tax
Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.
Read More
REITs and Real Estate M+A
When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More

Publications

Contacts

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Stephan Kock

Chair, Frankfurt
Partner
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Paul Lyons

Co-chair, London Office
Partner
View Bio

Christopher B. Price

Partner
Meet the Team

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