Real Estate

Frost Brown Todd’s Real Estate Group represents developers, owners, equity investors, home builders, lenders, governments and other real estate professionals in all aspects of real estate ownership, finance, development, management and disposition. 

Our clients range from individual owners and investors to publicly traded companies to real estate investment trusts (REITs). We provide general outside counsel to a number of privately held development companies in our region. We also represent privately held and publicly traded corporations in the purchase, development, management, leasing and disposition of their extensive real estate holdings working in tandem with in-house counsel and client real estate teams. Our lawyers represent numerous national banks, regional banks and life insurance companies in closing construction, permanent and mezzanine loans.

We help our clients negotiate and close the full range of real estate transactions, including the following:

  • Re-zoning, variances, development approvals and other entitlements
  • Purchases and sales of single properties and multiple property portfolios
  • Development agreements, TIFs and incentives
  • Site development agreements and REAs
  • Condominiums and Planned Unit Developments (PUDs)
  • Leases
  • Equity investments and joint ventures
  • Sale/leaseback transactions
  • Construction, mezzanine and permanent financing, for single property or multiple-site transactions
  • Tax-exempt bond financing for medical and educational facilities
  • Loan modifications, ownership restructures and workouts
  • Real estate tax appeals and tax exemptions

Our work spans all property types, from raw land to complex mixed-use developments, and has involved projects throughout the United States and in numerous foreign countries.

Most important, we have a deep understanding of the real estate business and strive to provide our clients with sound legal counsel and practical solutions. Our clients look to us to “get the deal done,” and we work proactively to resolve issues and close transactions quickly.

Several of our real estate lawyers are recognized by the Best Lawyers in America© as well as Chambers USA® Client's Guide. Our attorneys are active members of the leading national real estate industry groups, including Counselors of Real Estate; ABA Real Property, Probate and Trust Division; American College of Real Estate Lawyers; BOMA; International Council of Shopping Centers; NAIOP; Urban Land Institute as well as numerous state and local organizations in our region.

Real Connections

Our team of approximately 70 real estate lawyers collaborates with skilled, knowledgeable lawyers in other practice groups to provide counsel on related issues, including the following:

  • Entity formation, partnership/operating agreement structuring and tax planning
  • Construction contracting, mechanic’s lien filings, lien enforcement and construction disputes
  • Environmental due diligence, Brownfield re-development, voluntary action programs, environmental permitting and cleanup/disposition of contaminated sites
  • Forbearance agreements, foreclosures, receiverships and liquidation/restructuring

Real Experience

The following are highlights of recent transactions closed by our lawyers:

  • Foreclosed mortgage and took possession of sixth largest office tower in Indiana with 30% vacancy rate and assisted client with expedited re-leasing effort.
  • Assisted client in unwinding 15 real estate partnerships and forming replacement multi-tiered ownership structure to accept new capital for large commercial development. 
  • Negotiated assignment and assumption of existing debt, including negotiations with the FDIC as successor to one of the original lenders. New ownership structure tailored to accommodate investors of retirement funds. 
  • Obtained unanimous approval for rezoning of 189.6 acres from R-4 Residential to OR-3 Office Residential for development of new office and research park located at the intersection of Hurstbourne Lane and Shelbyville Road in Louisville, Kentucky.
  • Represented lender in $15 million loan for construction of an 855-space parking garage at prominent downtown location secured by leasehold and fee mortgages. 
  • Represented CMBS special servicer in taking a deed in lieu of foreclosure on full service hotel property in Louisville, Kentucky.  Negotiated new franchise agreement with replacement hotel operator. 
  • Represented hospital chain on real estate and financing aspects of acquiring major suburban hospital in Cincinnati, an asset purchase involving substantial real estate.
  • Represented major hospital chain in closing 45-parcel assemblage for new hospital facility in Greater Cincinnati, including completion of due diligence, review of title and survey and assistance on development issues.
  • Represented three trade contractors, holding over $10 million in mechanics’ liens on a failed office/retail development in suburban Cincinnati, in the foreclosure of the developer’s mortgage, including briefing and arguing mechanics’ lien issues of first impression in Ohio.
  • Represented developer in the sale of downtown Columbus, Ohio development site to casino operator. This site was the original casino gambling site for Columbus approved by Ohio voters in 2009.
  • Represented national department store chain in negotiating construction, operation and reciprocal easement agreement and acquiring department store site at new mixed-use development project in Texas. Ongoing assistance to client relating to store construction, granting of operating covenants and associated development issues.
  • Represented developer of new downtown Class A office building in negotiating lease of 500,000+ square feet with building’s anchor tenant.
  • Represented publicly-traded REIT in acquisition and financing of a full-service hotel in Houston, Texas.

Multi-State Title Agency, LLC

Multi-State is a full-service title agency with closing personnel, paralegals and title examiners who are supervised by and work in conjunction with designated commercial real estate lawyers of Frost Brown Todd. It handles a full spectrum of transactions from small commercial real estate loans to multi-state, multi-site real estate transactions. Since the agency is affiliated with multiple underwriters, Multi-State can competitively bid title services and premiums from national title underwriters to maximize cost efficiencies, service and quality of title insurance coverage for its clients.

An ancillary real estate business, wholly owned and operated by Frost Brown Todd, Multi-State is authorized to issue title insurance directly in Ohio, Indiana, Kentucky, Pennsylvania, Tennessee and West Virginia. They are a local and regional agent for:

  • Chicago Title Insurance Company
  • Commonwealth Land Title Insurance Company
  • Fidelity National Title Insurance Company
  • First American Title Insurance Company
  • Old Republic National Title Insurance Company
  • Stewart Title Guaranty Company

Through its relationships with its underwriters, Multi-State is able to provide title insurance policies and services throughout the United States. For more information, please visit www.mstagency.com.

In the News

Press Releases

Practice Highlights

  • Assisted home builder in acquiring 12 residential subdivisions (over 900 lots) from nine sellers with a combined purchase price of $13.5 million. Completed note purchases and foreclosure proceedings to obtain clean title to 38 lots and 64 acres of raw land.
  • Represented publicly-traded REIT in refinancing $370 million line of credit with 9-lender bank group. Negotiated the Amended and Restated Credit Agreement and the other loan documents, provided general enforceability opinions as well as local counsel opinions in Ohio, Tennessee and West Virginia.
  • Represented regional medical center in development and construction of $200 million full-service hospital campus in northern Cincinnati suburbs, including negotiation of construction contracts and leases, and assisting client in zoning and plan approval, subdivision, platting, development and sale of out lots, project financing and incentives and provision of title insurance. Assisted same client in demolition and clean-up of legacy hospital site. This was a “brownfield” redevelopment involving Ohio environmental clean-up PORT Authority bond funds and an Ohio EPA loan.
  • Obtained approvals from Louisville and Jefferson County Downtown Development Review Overlay and Metro Louisville Planning Commission for development of a new 18 story office tower and retail facility to be located in the Central Business District. The proposed project will contain approximately 700,000 gross square feet of office space and an adjacent parking garage with over 1,100 parking spaces. Total project cost is estimated to be $125 million. 
  • Represented developer in acquiring 20+ medium-sized shopping centers and strip malls nationwide (including Ohio and Kentucky sites), for an aggregate purchase price of over $100 million, in multiple portfolio sales by real estate investment trusts. FBT handled the real estate acquisition, due diligence, title insurance and survey review, some zoning and permitting and environmental work. Multi-State Title Insurance, Ltd., our title company affiliate, arranged for the issuance of title insurance on the acquired sites. 
  • Represented publicly-traded REIT in refinancing mortgage loans on regional malls in Ohio and West Virginia in the aggregate amount of $90 million. For each of these separate loan transactions with different lenders, we negotiated the loan documents and provided the enforceability/authorization and nonconsolidation opinions. 
  • Representation of shopping center developer in: (a) sale of pad site at regional open-air shopping center to major anchor, (b) negotiation of site development agreement between client and major anchor and issuance of letter of credit to secure developer’s obligations, (c) re-platting part of the project and amending project REA and (d) simultaneous amendment/extension of $60 million+ first mortgage financing for the project.
  • Assisted publicly-traded company in completing $65 million synthetic lease financing transaction involving 33 properties in 25 states, including three properties in Ohio. FBT coordinated the closing and provided $65 million in title insurance coverage for the transaction through Multi-State Title Insurance, Ltd.
  • Represented regional developer in multi-parcel assemblage and construction financing for 129 unit student housing project ($20 million) in Cincinnati, including acquisition of city right-of-way through an infrequently-used street sale process and coordination of complicated lot consolidation and cut-up process to create buildable lots.
  • Represented developer in negotiating loan forbearance and settlement agreement relating to $15 million land acquisition and development loan that was in default; significantly reduced exposure of developer and its principal.
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