John H. Kuhl

Partner

Overview

A nationally recognized real estate lawyer, John represents institutional investors in connection with complex real estate transactions and investments.

Structuring Complex Real Estate Transactions

His experience spans all aspects of real estate acquisition, disposition, finance, development and operation. In addition to direct equity investments, he structures, negotiates and documents joint ventures, partnerships, limited liability companies, commingled funds and other co-investment vehicles involving both domestic multi-state and international portfolio transactions.

Real Estate Investment Restructuring

John develops and implements workout, restructuring and recapitalization programs that address profit sharing, conflict of interest, governance and alignment of interest issues. These arrangements can involve many variables, including preferred equity, priming loans, profit reallocation and additional capital infusions.

Institutional Clientele Representation

As a result of his deep roots in the real estate industry, John has become a valuable resource for his institutional investor clients. Having a great understanding of the relationships between those institutions and their fiduciary advisors, John structures, negotiates, and drafts separate account investment advisory and co-investment arrangements. His pension fund clients include many of the largest state sponsored retirement systems as well as many city and county retirement systems.

Representative
Matters

Represented a large public pension fund on a series of restructurings of its relationships with its primary real estate investment managers to revise and update governance, co-investment and alignment of interest features of the relationships. This included a major restructuring of the incentive compensation provisions of the relationships.

Assisted a major U.S. institutional investor with investments in several countries perform an audit of its own and its investment partners policies and procedures intended to protect against foreign corrupt practices and propose recommendations for improvement.

Represented a major U.S. institutional investor in structuring, negotiating, and documenting a strategic joint venture with a real estate development company for the acquisition and development of properties in Canada. The structuring addressed several unique international tax and Canadian entity structure and governance issues.

Represented a large public pension fund in all aspects of the formation of a joint venture with a real estate operator that targets technologically advanced office properties. Assisted in the design and drafting of incentive compensation provisions intended to align the economic interests of the investor and fund sponsor.

Represented a large public pension fund in the formation of a strategic partnership with a major commercial and investment management firm for the purpose of assembling a large portfolio of class A office properties in primary U.S. markets with a value-add component for renovating and possibly developing office projects as well.

Represented a major U.S. institutional investor in the acquisition and subsequent renovation and ownership of a large freehold office property in London, England. Renovations included refurbishment of internal core and tenant areas as well as external cladding and service installations followed by significant re-tenanting. The project also included extensive coordination with local legal and tax advisors to obtain optimal legal and tax treatment.

Represented a major U.S. institutional investor in all aspects of the formation of a "club" fund that included a second large institutional investor and a real estate developer to acquire, re-entitle and then either sell or redevelop more than a dozen primarily office, medical and multi-family mixed use parcels, including completion of the necessary infrastructure. Provisions included complex governance and management provisions as well as deadlock resolution and exit strategies.

Represented a large public pension fund in all aspects of the structuring, negotiation and documentation of a strategic joint venture with a major real estate services company, and multiple subsequent transactions between that joint venture and major foreign investors investing in the U.S. office market through private REIT structures. Assisted in the design and drafting of provisions to reconcile the differing tax treatment and objectives of the members as well as right of first offer, tag along/drag along and buy/sell provisions.

Represented a major U.S. institutional investor in the acquisition of a number of infill business parks, totaling 24 buildings and 1,184,028 square feet, located in a strategically located mid-west industrial market. Negotiated and drafted all necessary acquisition documentation and conducted extensive due diligence, including environmental, tenant leases, title and survey and service contracts.

Represented a large public pension fund in the establishment of a platform joint venture with an emerging manager to implement investments in urban infill and walkable suburban locations for opportunistic, value-add and core office, residential and mixed-use properties. Strategies included acquisition, development, entitlement and construction prior to conversion, sale, or lease up. Creative financing and capital structures were employed to support the emerging manager.

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Represented a major U.S. institutional investor in the establishment of a strategic alliance with a major European industrial developer for a series of project joint ventures to acquire, develop and sell well located warehouse and distribution facilities in England. The program included provisions for the investor to value and liquidate the developer’s interest in the event the investor wished to hold individual properties long-term.

Represented a large public pension fund in the formation of a strategic joint venture program with an experienced real estate operating company for the purpose of developing, owning and operating medical office and senior housing projects throughout the United States. The joint venture included detailed investment parameters to establish the operating partner’s “discretion in a box” in order to minimize demands on investor’s staff and allow the operator to be nimble.

Publications &
Speaking Engagements

Recent Publications

Awards &
Affiliations

Awards & Recognition

  • Best Lawyers, Real Estate Law, 2003-2021
  • Southern California Super Lawyers, 2004-2020

Professional Affiliations

  • Pension Real Estate Association
  • National Association of Public Pension Attorneys

Bar Admissions

  • State Bar of California

Education

  • J.D., University of California, Davis School of Law, 1974
  • B.S., University of California, Davis, 1971