Creating a Mixed-Use Retail/Office Joint Venture Project for a Public Pension Plan

We represented a public pension plan in forming a joint venture project as part of its build-to-core strategy to redevelop a historic industrial building in the Pacific Northwest into a mixed-use retail/office project.

We developed the joint venture structure and negotiated the terms of the joint venture agreement. We also negotiated the joint development management agreement setting out the requirements, rights, and expectations of our client with respect to the improvements, and negotiated the syndicated construction financing.

One of the challenges we addressed was the need for the joint venture to start its work before the joint venture partner, who was contributing the existing building, acquired title to the property. This partner still needed to perform some conditions under the purchase contract but was delayed by government permits and inspections. To establish sufficient interest in order to start construction prior to the transfer of title, we structured a sublease agreement with the owner-seller of the building.

Once construction was underway, we oversaw the joint venture partner’s handling of the entitlements and permitting process, which involved a larger historic area. We also prepared and negotiated leases for new tenants to occupy the building after completion of construction.