DC, Maryland and Virginia Based Law Firm Handling Commercial Real Estate and Technology Transactions, Bankruptcies, and Related Litigation

Specific examples of major transactions and litigation Ken Samuelson has successfully handled, as the lead counsel (or, in a few instances, as the lead outside counsel), including as a partner at larger law firms, include:

Distressed or troubled commercial real estate:

• Ken took over a case, from other counsel, in which the client/debtor’s voluntary bankruptcy petition had been dismissed; and the lender had obtained a civil judgment, against the client/member as the guarantor, on the liability issues. Ken was able to get the bankruptcy re-instated and a favorable settlement of that civil suit.
• Sale of a hotel, for $17,100,000, on the eve of bankruptcy, including fighting-off mechanics liens.
• Local counsel handling a foreclosure, for a major bank, of a condominium complex securing a $100,000,000+ loan. Resulted in a refinancing, by another lender, before the foreclosure was completed.
• A foreclosure, for another major bank, of a large parcel of land. Resulted in that bank’s taking-back the real estate for $10,700,000.
• Represented a major bank in the attempted eviction, by the U.S. Government, of a developer, from the lease of the retail floors and annex of an historic building in Washington, D.C. Resulted in a restructuring of that lease and a take-over thereof by Ken’s client.
• A successful purchase, in a contested bankruptcy proceeding, of an internet service provider’s system and contracts, including 20 stations across the country.
• Portfolio sales, of over 163 foreclosed properties, many with numerous environmental and other problems, for a total of over $360,000,000, for an agency of the U.S. Government; and take-back institutional financing for approximately 80 of those properties. Those transactions included helping that agency find ways of resolving numerous inter-departmental conflicts, and to comply with various complex, and often contradictory, regulations.
• A workout agreement getting a publicly held company out of a partnership for the development of its headquarters site and surrounding golf course.
• A termination of leases, totaling 443,214 square feet, against the U.S. General Services Administration, with a possible re-leasing after the contemplated re-reconstruction of the buildings was completed.
• Lease terminations, with numerous types of tenants, to vacate a major office building for redevelopment.
• Workouts of various commercial loans, including one regarding a major residential subdivision in a mixed-use complex.
• Various other limited liability company and partnership break-ups, landlord/tenant actions, bankruptcies, and construction disputes.

Straight commercial real estate transactions and financings:

• 2 complex LLC operating agreements, for a local entrepreneur, with a large financial partner, for the acquisition and development of numerous restaurants and restaurant sites in various parts of the U.S.
• Various commercial refinancings, including one in which, by restructuring the proposed loan, Ken saved the borrower almost $600,000 in State and local transfer and recordation taxes.
• A contract for the development of a resort hotel, signature golf course, marina and residential complex; and letters of intent for the development of other such projects.
• Contracts of sale and development agreements, with the Washington Metropolitan Area Transit Authority, for the development of a regional mall, hotels and/or apartment complexes at 2 of its metro-rail stations.
• Purchases and like-kind exchanges, for a Fortune 500 company, of over 40 buildings.
• Over 50 acquisitions, ground leases, space leases, construction contracts and development agreements, for a publicly-held company, for its 80,000 square foot retail stores and accompanying shopping centers.
• Sales, including to public companies, of a total of 125 cellular tower sites, for a Fortune 500 company, including handling various land use issues associated therewith.
• 10 sales, leases, easements and other agreements, for a Fortune 500 company, for the development of an office park.
• Acquisition of 8 fast food restaurant sites, including participating in the acquisition of 14 on-going restaurant operations in connection therewith.
• Purchases, ground leases and space leases, of 25+ additional sites, for a fast food franchisee.
• A contract, for a Fortune 500 company, for its acquisition of 2 golf courses for residential, retail, and office development.
• 2 acquisitions of land, for a national developer, for development as apartment complexes, including negotiating utility-sharing agreements and the financings therefor.
• An Up-REIT of 6 apartment projects.
• Sale of a package of 7 retail outlets.
• A sale and a purchase of 2 hotels, including handling liquor license and sales tax issues associated therewith.
• A sale of 2 apartment complexes for a national developer.
• Amendment to contract, for a foreign government, for the acquisition of the property upon which it developed a consulate building.
• An agreement, with a national golf course designer and a developer, for the development of a signature golf course in the middle of the client’s residential subdivision.
• Construction contract for the development of an $880,000,000 inner-city rail line with office buildings, hotels and other real estate projects at each station.
• Construction contract, for the development of a series of mini-hospitals, totaling more than $49,000,000.
• Construction contracts, for the development resort communities, totaling more than $1,700,000,000.
• Various refinancings, of U.S. properties, for banks lending to foreign governments for embassies.
• Representing the borrowers in the issuance of municipal bonds, in the District of Columbia and in Maryland, for (a) the development of a warehouse/distribution center, (b) the acquisition of computer equipment for a college, and (c) the refinancing of a large office building.
• Reviewed the loan documents and issued local counsel legal opinions for numerous large acquisition and construction financings (a) many of which included addressing land use approvals and environmental complications; and (b) one of which was for a loan, of $213,000,000, 10 apartment complexes in 5 states.
• A participating ground lease, for a Fortune 500 company, for a 300,000+ square foot office building.
• One of the first synthetic leases. The client was a Fortune 500 company.
• Leases, for a national developer, with agencies of the U.S. Government, agencies of the State of Maryland, and others.
• Leases for various tenants, including one of my then law firms, an international land development association, and a large accounting firm.
• Successfully lobbying, for a local developer, to change the local transfer tax laws, to exempt the transfer, of large acreage, to a planned unit development, thereby making the project feasible.
• Various other commercial contracts of sale and leases, including, in addition to those more specifically described herein (a) one in which I revitalized negotiations, which had broken off under prior counsel and according to opposing counsel were “on life support”, to acquire a manufacturing building; (b) lease-outs of shopping centers for developers, including leases to national tenants; and (c) warehouse, office and retail space leases for a large non-profit.

Caution: Successful outcomes in the above are no indication of what the results may be in other transactions and cases. Each transaction and case is unique, and the circumstances and people involved vary.

Finally, a word about our fees: Budgets, and fears of signing-on to become liable for unknowable amounts of attorneys’ fees, have caused many clients to want fixed or partially contingent fee structures. Samuelson Law has had enough experience handling transactions and cases to enable it to predict the likely amounts of fees in various instances and for it to share in the risks involved. Therefore, Samuelson Law is able to enter into such fee structures in various transactions and cases.