Irell & Manella LLP is uniquely positioned to assist our clients in connection with the sourcing, diligence, acquisition and financing of distressed assets, including those related to commercial real estate.  The firm's real estate, mergers and acquisitions and bankruptcy practices are each nationally renowned in their own right, and work together seamlessly to provide our clients with all of the expertise necessary to successfully implement its investment strategies.  Set forth below is a short summary of the firm's real estate, mergers and acquisitions and bankruptcy practice groups and a sample of some of the publicly disclosed transactions in which Irell & Manella LLP has recently been involved.

 

Real Estate

Irell & Manella LLP's real estate practice group reflects the firm’s tradition of attracting entrepreneurial clients.  We represent a wide range of real estate developers, investors, owners, and operators, including many of California’s largest residential developers and some of the fastest growing retailers in the country.  Our attorneys have also been involved in many high-profile acquisitions, financings and dispositions of commercial real estate projects, including large office buildings and residential complexes, premier golf courses and world-class hotels and resorts.

The real estate practice group’s broad expertise includes acquisitions, dispositions, and development of residential, commercial, industrial, office, shopping center, gaming, mixed-use and resort projects; commercial leasing, including retail, office, and industrial, on behalf of landlords and tenants; and representation of both financial institutions (equity and debt) and borrowers in all types of secured and unsecured transactions, entity formation, tax planning, strategic alliances and joint ventures, environmental assessment, construction and land use entitlement and regulation.  Master planned communities and mixed use developments are a significant aspect of our real estate practice.

The firm’s real estate practice is a national practice that includes projects throughout the country, with the assistance of local counsel where appropriate.  Our real estate practitioners are not only expert in all aspects of real estate law but are pragmatic problem solvers, offering creative alternatives for each client’s goals.

 

Mergers & Acquisitions

Irell & Manella LLP is  recognized by Chambers & Partners as a leader in mergers & acquisitions and corporate transactions.  Our mergers and acquisitions attorneys represent acquirers, sellers, targets, funds and financial institutions in a variety of transactions in the United States and abroad.

Irell & Manella represents publicly and privately held companies in negotiated acquisitions, private-equity sponsored mergers and acquisitions, tender and exchange offers, public and private mergers, special committee transactions, proxy contests and dispositions and spin-offs. We have experience representing companies in technology, computer hardware and software, communications, cable, entertainment, healthcare, biosciences, retail, manufacturing, energy, gaming, real estate development and finance.

Where debt financing is involved, our mergers and acquisitions attorneys work with specialists from the debt finance group.  Our attorneys have advised acquirers and lenders (including senior, mezzanine and subordinated) on billions of dollars of secured and unsecured debt finance transactions, public and private, including syndicated credit facilities, high-yield, second-lien and other debt securities issuances, LBOs, tender and exchange offers, and structured finance, asset-based lending, leasing, recapitalization, reorganization and restructuring transactions.  We bring extensive deal experience, knowledge of commercial law and practical know-how to every transaction.

 

Bankruptcy

Irell & Manella LLP’s practice encompasses major corporate reorganizations and creditors’ rights matters in numerous industries, and is one of the largest in the state of California.

The firm has substantial experience in representing entities who have acquired businesses and assets of financially distressed companies, as well as claims held by creditors of such entities.  The firm has also been involved in proceedings arising out of the seizures of large troubled insurance companies by the California Commissioner of Insurance.  In one matter, we represented Altus Finance, a French company, before a court-ordered conservator in the company’s successful $3.55 billion bid to acquire the securities portfolio and insurance operations of Executive Life Insurance Co., one of the largest U.S. insurers ever to fail.  In another matter, we represented the court-appointed examiner in the Chapter 11 proceedings of the parent of First Capital Life Insurance Co. and assisted in the investigation and preparation of a 300-page report exploring various claims against the parties involved.

The hallmark of any firm is its attorneys, and the attorneys in this group are nationally known for their lawyering and intellectual abilities.  The group’s attorneys have been recognized by Chambers International, Who's Who in American Law, the American College of Bankruptcy Lawyers and California Super Lawyers, and received many other peer-based awards and professional acknowledgments. In addition, our group's attorneys have authored leading bankruptcy treatises, such as Colliers on Bankruptcy, Norton Bankruptcy Law and Practice, and Bankruptcy Litigation; have written dozens of articles in the field; and actively lecture at conferences, both nationally and internationally.

 

Sample Transactions

Set forth below is a small sample of the many corporate transactions in which Irell & Manella has been involved:

• Irell served as counsel to Pacific Life Insurance Company on various construction and term loans on real estate acquisitions and development projects, including large office buildings and residential complexes, premier golf courses and world-class hotels and resorts.

• Representation of retail company Williams-Sonoma, Inc., and its affiliates in connection with the acquisition, leasing and development of its major commercial and retail facilities in California, Nevada, Tennessee, New Jersey, Oklahoma, and Pennsylvania.

• Irell has represented numerous clients in complex commercial real estate financings and acquisitions, including $2.4 billion total capital ($1.55 billion debt capital) combined offering for a construction project finance transaction and $500 million in a development project finance restructuring.

• Irell represented Lake at Las Vegas Joint Venture, the developer of the 3,600-acre mixed-use commercial, residential and resort development branded as "Lake Las Vegas Resort," in its $540 million refinancing of senior secured credit facilities and related matters.

• Representation of various partnerships managed by Mountain View Capital in connection with the acquisition, financing, development and leasing of shopping center and office properties in California and Nevada.

• Representation of a major homebuilding company in connection with the acquisition, financing and development of over $200 million in real estate assets located throughout California.

• Irell advised fund affiliates of three institutional investment fund managers, including funds managed by Levine Leichtman Capital Partners, in a complex restructuring of debt financing and equity ownership arrangements with respect to a portfolio company that developed and owned commercial real estate in Mississippi.

• Irell has represented several energy companies in connection with project financing and development loans, including a $243 million senior secured loans to a petroleum refining company, the restructuring of $55 million of senior secured debt of a cogeneration facility and a $50 million project finance transaction for a gas company.

• Representation of a project developer in connection with the development and financing of a large multi-family project located in Southern California, including the negotiation of both equity and construction financing.

• Representation of Mirage Resorts, Inc. in connection with its spin-off of its Golden Nugget downtown Las Vegas and Laughlin casinos, and in its acquisition of Boardwalk Casino, a publicly traded Las Vegas casino.
• Representation of Centinela Freeman Holdings, Inc. in connection with its sale of Centinela Hospital Medical Center, a 369-bed general acute care hospital in Inglewood, California, to Prime Healthcare Services.
• Irell represents a French based multi-national real estate development company in connection with the sale of all of its United States real estate developments.

• Representation of various private equity firms in connection with the acquisition and financing of entertainment venues in several states.

• Representation of a major international media company in connection with the sale of a 300-store, character-based specialty retail chain in North America to The Children’s Place Retail Stores, Inc., together with a long-term license to continue to use the seller’s library of animated characters in connection with consumer products and the operation of the stores.
• Representation of Pinnacle Entertainment, Inc. in connection with the acquisition of the Sands Hotel and Casino in Atlantic City  and in connection with the acquisition of various Louisiana real estate assets from Harrah’s Entertainment and concurrent sale of a casino site in Mississippi to Harrah’s.

• Irell continued its representation of Pinnacle Entertainment in crafting construction agreements with McCarthy Building Companies, Inc. for a luxury multi-use development in St. Louis. The firm also represented Pinnacle in negotiation of license and management agreements with the Four Seasons Hotels Limited for a hotel attached to its new facility in St. Louis.