Real Estate Leases: Structuring ground leases, and food hall and entertainment use leasing

Dena Cohen
Sean Dennison
Pamela L. Westhoff
Dena Cohen | Herrick, Feinstein LLP
Sean Dennison | CenterCal Properties, LLC
Pamela L. Westhoff | Sheppard Mullin
Live Video-Broadcast: November 29, 2022
Real Estate Leases: Structuring ground leases, and food hall and entertainment use leasing

$195.00 2 hour CLE

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Program Summary

Session I - Process of Drafting and Negotiating a Financeable Ground Lease – Dena Cohen

Dena Cohen, Partner at Herrick, Feinstein LLP in New York City, will discuss the process of drafting and negotiating a financeable ground lease and address key provisions that balance the interests of the owner, lessee, and lender. She will also discuss the leasehold mortgage and issues presented by leasehold financing.

Key topics to be discussed:

  • Drafting and negotiating a financeable ground lease
  • Key provisions that balance the interests of the owner, lessee, and lender
  • Leasehold mortgage and issues presented by leasehold financing

Session II - Food Halls and Entertainment Uses in the Modern Shopping Center – Sean Dennison, and Pamela L. Westhoff

One of the ways landlords and developers have adapted to the alleged retail apocalypse is to introduce an entertainment aspect to their shopping centers. Entertainment operators can be an attractive use to many landlords and developers because they offer a unique experience that can drive large amounts of traffic to a shopping center. Sometimes this can be in the form of a single entertainment operator and other times it can be an entire entertainment district. In existing shopping centers, as some large retailers are shuttering locations, entertainment operators have become a desirable tenant to help fill large spaces.

While movie theatres and bowling alleys are still the most common entertainment uses, the entertainment industry has evolved to include everything from golf, virtual reality and laser tag to skydiving, axe throwing, escape rooms and even something called rage rooms where you pay to destroy items. What was once restricted in many REAs and CC&Rs in the past, has now become a wanted and desired commodity. Join Sean Dennison and Pamela Westhoff as they talk about the many unique challenges to these leases for both landlords and tenants that are different from the typical retail lease.

Key topics to be discussed:

  • Recent Updates
  • Food Halls
  • Adapt or be left behind

Date / Time: November 29, 2022

  • 12:00 pm – 2:10 pm Eastern
  • 11:00 am – 1:10 pm Central
  • 10:00 am –12:10 pm Mountain
  • 9:00 am – 11:10 am Pacific

Closed-captioning available

Speakers

Dena Cohen_ Herrick, Feinstein LLP._myLawCLEDena Cohen | Herrick, Feinstein LLP

Dena Cohen focuses her practice on commercial leasing transactions, ground leases, and real estate sales and acquisitions.

Dena has represented a wide range of prominent landlords and tenants in retail and office leases across the U.S. Her tenant clients have included large financial institutions, well-known restaurants, art galleries, international retailers, television networks and fashion brands in prime Manhattan locations. Dena’s diverse experience representing landlords and tenants helps her efficiently negotiate transactions and find creative solutions to thorny issues that can arise during lease negotiations. Dena also represents parties in the acquisition and sale of real estate development rights, as well as outdoor advertising, billboard and signage leasing.

Dena has been recognized numerous times by Thomson Reuters’ Real Estate Super Lawyers, which identifies lawyers who have achieved a high degree of excellence and professional achievement.

Dena has recently represented:

  • A major real estate owner in various retail leases including high-end medical offices and food and beverage establishments
  • A hotel developer in a long-term ground lease in Midtown Manhattan its first New York transaction
  • A real estate investment firm in the net lease of the former H&H Bagels headquarters
  • A national financial institution in the divestment of 500,000 square feet of Class A office space
  • A global financial institution in its $87 million acquisition of a SoHo loft building
  • A real estate fund in its $100 million acquisition of a hotel in Union Square
  • The purchasers of multiple properties in complex 1031-exchange transactions
  • Numerous corporate clients in leasing transactions, including several investment banking firms and public television network WNET in its headquarters lease
  • A prominent developer in a 99-year ground lease of property in Red Hook, Brooklyn
  • The owner of property in lower Manhattan in a development ground lease

 

Sean Dennison_ CenterCal Properties, LLC._myLawCLESean Dennison | CenterCal Properties, LLC

Sean Dennison joined CenterCal Properties, LLC in 2015 as General Counsel. In this role, Mr. Dennison is responsible for oversight over the company’s legal matters, ranging the negotiation and documentation of transactions to dispute resolution. Immediately prior to joining CenterCal Properties, LLC, Mr. Dennison served for over five years as Senior Counsel for the Western Region of Federal Realty Investment Trust. Prior to that, Mr. Dennison held senior roles at Stanbery Development, The Gap, Inc. and The Lerner Corporation. Immediately upon graduation from law school, he was an associate in the real estate group at ShawPittman LLP (now Pillsbury Winthrop ShawPittman).

 

Pamela L. Westhoff_ Sheppard Mullin_myLawCLEPamela L. Westhoff | Sheppard Mullin

Pamela Westhoff is a partner in the Real Estate, Energy, Land Use & Environmental Practice Group in the firm’s Los Angeles office.

Areas of Practice

Pam has a broad-based and versatile transactional real estate practice, with an emphasis in acquisitions, dispositions, commercial leasing, technology and insurance issues affecting real estate. She also has extensive experience in build-to-suit, ground lease and sale-leaseback transactions, including for life science, healthcare and industrial projects. Pam has worked on all types of real estate development and lending transactions, including workouts, restructures and joint ventures.

Pam represents tenants and landlords in substantial commercial lease transactions, including for global corporate headquarters. She also represents developers and equity investors in commercial developments, including hotel, condominium, retail, office, industrial, data center, entertainment venue and television and movie studio projects. She also represents owners and providers in connection with telecommunication issues affecting commercial, residential and retail properties, as well as university campuses. She has extensive experience representing radio and television broadcasters in real estate-related matters, including broadcast and communications tower licensing.

Pamela currently serves on the Board of Governors of the American College of Real Estate Lawyers (ACREL) and is Chair of the ACREL Leasing Committee. She was recently recognized as a North America Global Elite Thought Leader in Commercial Real Estate by Who’s Who Legal and is rated by Chambers USA as a Leading Real Estate Lawyer.

Agenda

Session I – Process of Drafting and Negotiating a Financeable Ground Lease | 12:00pm – 1:00pm

  • Drafting and negotiating a financeable ground lease | 12:00pm – 12:20pm
  • Key provisions that balance the interests of the owner, lessee, and lender | 12:20pm – 12:40pm
  • Leasehold mortgage and issues presented by leasehold financing | 12:40pm – 1:00pm

Break | 1:00pm – 1:10pm

Session II – Food Halls and Entertainment Uses in the Modern Shopping Center | 1:10pm – 2:10pm

  • Recent Updates | 1:10pm – 1:30pm
    • Restriction & Exclusives
      • Existing Tenant Leases
      • REAs / CC&Rs
      • Protecting Entertainment Use
    • Parking
    • Noise
    • Operations
    • Multiple Ownership
  • Food Halls | 1:30pm – 1:50pm
    • Design
    • Sublease vs License
    • Use Clauses
    • Exclusivity Clauses
    • Hours of Operation
    • Noise
    • Alcohol Sales
    • Parking
    • Percentage Rent / Gross Sales
    • Rules and Regulations
  • Adapt or be left behind | 1:50pm – 2:10pm
    • Percentage Rent Deals
    • Renewed Focus on Restaurant and Entertainment Concepts
    • Hybrid Centers