Real Estate Transactions

Financing and Tax Incentives

• Ohio, 1980
• Tennessee, 1987

• University of Tennessee College of Law, J.D., 1979
• University of Kentucky, B.A., 1974

Frederick is a member of Frost Brown Todd LLC and is part of the commercial/real estate department.  He maintains a national and regional practice focusing principally on a variety of real estate related transactions, including real estate development, loan transactions and tax incentives.  His experience includes representation of the Resolution Trust Corporation and agents during the 1990's in loan workouts and restructurings, and loan enforcement activities affecting real estate collateral of failed financial institutions.

He was formerly a member of the ASTM Sub-Committee For Phase I Commercial Transactions which adopted standardized protocols for conducting Phase I assessments in the early 1990's.  He is a member of several local and national associations.

Experience

Representation of companies in procurement of local, state and federal economic and tax incentives and inducements for various types of new projects and job retention arrangements.

Representation of retailers, financial institutions, developers, tenants and owners on commercial real estate developments.

Representation of national association banks in loan workouts and restructurings, deed in-lieu transactions, foreclosure and other enforcement activities, and acquiring, packaging and disposing of recovered real estate collateral, including environmentally impacted properties, in several states.

Representation of national association banks in commercial real estate loan transactions. 

• Representation of a national retailer in the procurement of local and state tax and economic incentives for the development of a $200,000,000+ distribution facility in a New England state.  This transaction involved the negotiation and documentation of a complicated tax abatement agreement significantly reducing ad valorem real estate and personal property taxes; and extensive due diligence and special documentation for the acquisition of construction and equipment assets in order to procure the exemption from sales taxes, which exceeded $3,000,000, by the transfer of ownership on a temporary basis to a public agency to comply with state law. 
• The representation of a national food products company in documenting an exemption from property taxes for a $250,000,000+ expansion of its West Coast manufacturing facility in California.  This transaction involved, by illustration, extensive negotiation and documentation of the development agency’s program agreement; due diligence to confirm the proper allocation of pilot payments to various tax districts; and evaluation of the program agreement in light of legislative changes proposed by Governor Brown to terminate the state program authorizing the tax abatement incentive utilized.
• The representation of a national redistribution company in securing local and state real estate and other tax incentives for the development and operation of a major distribution facility in Idaho serving its northwest customer base.  The state incentives were documented utilizing innovative provisions in Idaho, which included a memorandum of understanding from the Department of Revenue as to the allocation of state incentives accorded to Dot Foods, Inc.  
• The representation of a publicly traded restaurant chain in the enforcement of a purchase option under sale and leaseback agreements covering various restaurant units in the Midwest, as a result of the lessor’s repudiation of the option.  In the litigation ensuing as a result of the breach, a settlement agreement was documented on terms very favorable to the client.
• The representation of a high tech company in the acquisition of certain phases of a project to develop and operate facilities and a call center in Florida.  This transaction involved review and renegotiation of easements and operating agreements affecting a multi-use business park in Florida.  The client financed the development of this project through off-balance sheet financing, which required the negotiation of a credit facility and the lease financing and collateral documentation to ensure compliance with state law and to meet FASB requirements. 
• The representation of a major national association bank in the acquisition and financing a $200,000,000+ building as part of a relocation of its headquarters to another state in the Midwest.  This transaction involved review and addressing several air rights, subterranean and other easements supporting the office and infrastructure facilities and to redocument certain easements to address deficiencies.
• The representation of a major national association bank in financings and refinancings of off-balance sheet credit facilities for its general office, operation facilities and retail branches affecting 50+ properties in approximately 15 states exceeding $600,000,000.  These transactions involved extensive due diligence and negotiation and documentation of credit facilities and individual real estate lease financing and collateral documentation for each location to meet the client’s transactional goals and to ensure favorable accounting treatment. 
• The representation of a Fortune 50 technology company in securing tax abatement for a web hosting facility in a central state as part of a bond issue and leaseback of assets involving an approximately $75,000,000 expansion to secure property tax and sales tax exemptions. 
• The representation of an international food product company in auditing and redocumentation of local and state incentives affecting in excess of 20 facilities in approximately eight states in order to permit the retention of, and compliance with, local and state incentive program agreements as part of a major corporate restructuring. 
• The representation of a major national association bank in the acquisition of approximately fifty leased branches from federally chartered and state chartered financial institutions in the states of Nevada and Utah.  This transaction included redocumentation of the underlying leases.  The transaction also involved the review of, and compliance with, state and federal banking regulations, including public filings. 
• The representation of a major national association bank in the acquisition of approximately 90+ in-store branches on the West Coast as part of an acquisition from the FDIC of a distressed financial institution.  The transaction involved, among other things, the review of 90+ occupancy agreements; the verification of occupancy terms; the negotiation with retail operators to approve the acquisition; the rectification of defaults under the occupancy agreements; and the redocumentation of many of the occupancy agreements. 

• AV® Rated, Martindale-Hubbell®