Buchalter’s Real Estate Funds practice advises sponsors, operators and investors on raising and deploying capital for real estate. We form closed-end and open-end funds, debt funds, joint ventures, separate accounts and private REIT structures across office, industrial, multifamily, retail, hospitality and specialty asset classes, from a sponsor’s first fund through its institutional platform.
The practice sits within our Private Funds group and works hand in hand with Buchalter’s Real Estate, Real Estate Finance, Fund Finance and Tax attorneys, so the terms we negotiate with investors hold up at the property level: in acquisitions, financings, leasing, development and exits.
What We Do
Fund Formation and Fundraising
We structure and document commingled real estate funds, including closed-end value-add and opportunistic funds, open-end and core-plus vehicles, and real estate debt funds. We prepare offering memoranda, limited partnership agreements and subscription documents, and negotiate with anchor and institutional investors on economics, governance, key person provisions, investment limits and side letters.
Separate Accounts, Club Deals and Co-Investments
We design separately managed accounts, funds of one, club deals and co-investment vehicles that sit alongside a flagship fund. Each is tailored to the investor’s mandate, the sponsor’s allocation policy, and the tax and regulatory profile of the participants.
Sponsor and Management Company Arrangements
We organize general partner and management entities and address ownership, decision-making, promote and carried interest allocation, vesting, sponsor commitments and employee participation. As a platform grows, we advise on spinouts, seed and anchor capital, GP stake transactions and succession.
Joint Ventures and Programmatic Partnerships
We represent sponsors, operating partners and capital partners in single-asset and programmatic joint ventures. We negotiate waterfalls and promotes, major decisions, capital calls and default remedies, buy-sell and forced-sale rights, and removal provisions, and we align each venture agreement with the fund documents and lender requirements.
REIT and Tax-Efficient Structuring
Working with our tax colleagues, we structure private REITs, UPREIT and DownREIT transactions, and blocker vehicles that address UBTI for tax-exempt investors and ECI and FIRPTA exposure for non-U.S. investors. We also advise on REIT qualification, like-kind exchanges and Qualified Opportunity Fund considerations.
Ongoing Fund Operations and Liquidity
We handle capital calls and distributions, investor transfers, advisory committee matters, conflicts and affiliate transactions. As funds mature, we advise on extensions, recapitalizations, continuation vehicles, portfolio sales and wind-downs.
Investor Representation
We represent family offices, institutional investors and high-net-worth investors in commitments to real estate funds, joint ventures and co-investments. We review structures and terms, negotiate side letters, and assess fee, governance and liquidity provisions against each investor’s objectives.
Working Across Buchalter
In real estate, the fund documents are only the beginning. Our fund lawyers work with Buchalter’s property, finance and tax teams so that promote structures, investment limits and investor commitments are reflected in every acquisition, loan and lease.
Real Estate
Buchalter’s Real Estate attorneys handle acquisitions and dispositions, development and construction, leasing, land use and entitlements, hospitality and workouts across office, industrial, multifamily, retail and mixed-use assets. Our REIT Transactions and Compliance team has handled more than 1,250 acquisitions and dispositions for REITs and other institutional investors.
Real Estate Finance and Fund Finance
We coordinate property-level acquisition, bridge, construction and mezzanine financing with fund-level subscription lines, NAV loans and hybrid facilities. Our Fund Finance Group has represented real estate funds and sponsors in syndicated subscription facilities, including for opportunity zone investment programs.
Investment Management and Tax
Our Investment Management attorneys advise on adviser registration and exemptions, Investment Company Act exemptions, marketing and compliance, while our tax and ERISA colleagues address REIT qualification, blocker structuring, plan asset considerations and partnership tax allocations.
Whether you are raising a first fund, adding a debt strategy or building a programmatic venture with an institutional partner, you will work directly with experienced partners who understand both the fund terms and the real estate. Our goal is to be the counsel you call for this raise, the next one and every deal in between.