Commercial Real Estate

Buying, selling, financing, ownership structure, and managing

For more than thirty years I have been representing commercial real estate investors in the purchase, sale, financing, ownership, and management of their commercial and investment properties including apartment buildings, plazas, medical buildings, vacant land, and commercial development and redevelopment projects.

Terms of engagement

My commercial real estate services typically include assisting my clients and their transaction team and professionals with all the following:

• Purchase

  Assessment of the target opportunity, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, appraisal, investigation due diligence, etc.), negotiating and settling the definite agreement and schedules, completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, tenants, financing), assessing deal status and whether to waive conditions or not, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.

• Sale

  Assessment of the sale opportunity, selecting and retaining any broker or intermediary, confidentiality agreements and preliminary disclosure packages, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, etc.), negotiating and settling the definite agreement and schedules, responding to due diligence requests and completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, tenants, financing, union), assessing deal status and any pre-waiver buyer requests or demands, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.

• Financing

  I work on borrower side representation only, including assisting the client team with selecting a mortgage broker to work with, assessing and selecting the best lender for the project, assessing the risks and benefits of portfolio versus standalone financing, assessing and commenting on terms sheets and offer letters, negotiating and settling the definite loan agreement or commitment letter, responding to lender due diligence requests and completion of due diligence, arranging third party approvals, postponements or notifications as required (e.g., franchise, tenants, other lenders, municipal authorities), arranging third-party payouts as needed, settling the terms of all definitive and closing documents, assisting with the closing process and flow of funds, and post-closing reporting, follow-ups and undertakings.

• Ownership Structure

  I work with client team including accounting and tax advisors to select the appropriate ownership structure for an investment including corporate, joint venture, co-tenancy, or limited partnership, advise on core partnership issues including operational control, bare trusts, management responsibility and fees, decision-making, funding, default provisions, and exit strategies, draft the definitive partnership agreement and work with the clients to ensure they understand it, work with third parties as necessary regarding approvals and implementation (e.g., lender, franchise), draft all implementation document including setting up any trust requirements, complete necessary registrations and filings, and report on same.

Working with your other advisors

I handle most client closings myself, but often work in collaboration with lawyers across Ontario with whom I have existing relationships or work with my client's existing lawyers and other professional advisors to ensure that all transactions are fully documented and successfully completed.

I do not provide tax, accounting, mortgage brokerage, or valuation services. Nor do I provide complex development, planning, or municipal law related legal services. Our communities have many excellent professionals licensed to provide those services, and I expect my clients to have those advisors in place or I will help them find the advisors they need.

M&A

Buying or selling a business

I have acted on the purchase and sale of hundreds of owner-managed and family-owned businesses over more than four decades in practise, including asset purchases and share purchases.

My preference is to be engaged at the outset, as the purchase or sale plans are being thought through or the business deal is being put together and relationships are being formed, with the broad business context top of mind. I want to be part of the client team engaging and managing the transaction team from the start of the process through to closing.

Business brokers and intermediaries

I regular advise on the terms of engagement of business brokers or other intermediaries, and assist on ensuring that appropriate contract terms are put in place that meet the goals and needs of the selling owner.

• Purchases

  On purchases, my typical engagement includes assessment of the target opportunity, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, appraisal, investigation due diligence, etc.), negotiating and settling the definite agreement and schedules, completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, landlord, tenants, finance, union, employees, key suppliers, key customers), assessing deal status and whether to waive conditions or not, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.

• Sales

  On sales, my typical engagement includes assessment of the sale opportunity, selecting and retaining any broker or intermediary, confidentiality agreements and preliminary disclosure packages, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, etc.), negotiating and settling the definite agreement and schedules, responding to due diligence requests and completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, landlord, tenants, finance, union, employees, key suppliers, key customers), assessing deal status and any pre-waiver buyer requests or demands, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.

Working with your other advisors

I handle most client closings myself, but often work in collaboration with law firms across Canada with whom I have existing relationships or work with my client's existing lawyers and other professional advisors to ensure that all transactions are fully documented and successfully completed.

I do not provide tax, accounting, or valuation services. Our communities have many excellent professionals licensed to provide those services, and I expect my clients to have those advisors in place or I will help them find the advisors they need.