Overview

Elizabeth Willes is a transactional attorney who focuses on real estate investment, finance and development.  

Elizabeth represents institutional investors, including public pension funds, in all areas of real estate investment, including through joint ventures with national and local developers and domestic and international commingled funds. She also represents real estate owners and developers in connection with all phases of the acquisition, management, development, leasing, financing, and disposition of retail, residential – including multi-family and student housing assets – as well as office and industrial properties.   

Joint Venture Transactions  

Elizabeth’s practice has a particular focus on the analysis, structuring, drafting and negotiation of a wide range of domestic and international joint venture transactions and relationships, including separate accounts, platform joint ventures, single asset ventures and development projects. In connection with such joint ventures, she also handles the drafting and negotiation of guaranties, development management agreements and asset management agreements. Elizabeth’s joint venture practice includes representation of both the operator/developer side, and the investor side. Working for both types of clients provides Elizabeth with a balanced perspective that helps achieve successful venture formation in an efficient manner.  

Real Estate Acquisitions, Dispositions, Development, Management and Leasing 

Elizabeth has structured, negotiated, and documented all types of real estate acquisitions and dispositions, including large portfolios across multiple states. In addition, she handles all other aspects of real estate transactions, development, management, and leasing, including in-depth title and survey and other due diligence review and analysis, borrower-side financing, and transaction structuring. Elizabeth also has experience in the purchase and sale of ground leased properties and of membership and partnership interests, as well as experience in landlord and tenant side leasing of office, industrial and life science properties, development agreements between property owners, and property management and other service agreements.  

Commingled Funds 

Elizabeth frequently represents institutional investors in domestic and international commingled funds, funds-of-one, and other hybrid structures involving other institutional investors, including foreign funds formed to invest in all types of real estate assets, private equity and debt, both at the time of subscription and during the term of the fund. 

Business Minded Approach  

Clients appreciate Elizabeth’s ability to be a practical lawyer who considers the business aspects of a transaction as well as the legal intricacies. In the course of her career, she has represented all types of investors and developers, from individuals to publicly-traded REITS, to institutional investors, and is sensitive to the timing and responsiveness required in today’s marketplace. Elizabeth’s expertise and depth of experience representing all sides of transactions (both tenants and landlords, lenders and borrowers, buyers and sellers, developers/sponsors and investors) give her a unique and well-rounded perspective of any transaction.  

 

 

Experience

Represented a California pension fund in in a two-investor fund with commitments of $200 million each, formed for investment in build-to-rent residential properties. The fund was structured as a REIT to accommodate the other investor’s status as a sovereign wealth fund. 

Represented an Arizona pension fund as a founding partner in three different commingled fund investments of $50 million each made in 2020 and 2021 focused on acquisition and development of apartment communities throughout the United States. 

Represented a multi-family housing developer in the negotiation and formation of a joint venture with a local real estate investor and the negotiation of a preferred equity investment by a publicly traded REIT for development of $123 million multi-family housing project in Woodland Hills, California. The representation also included handling the construction financing from JP Morgan Chase. 

Represented a student housing developer in the initial acquisition and joint venture with a local developer of land for redevelopment, and a subsequent joint venture with a New York based hedge fund for development of a 1,039 bed, $193 million high-rise student housing project in San Jose, California. 

Represented a California pension fund in as a limited partner for a £75 million commitment to a closed-end fund formed in Guernsey, and in the associated side car investment for non-core real estate investments in the United Kingdom. 

Represented a California pension fund in the negotiation of the documentation of a 3-investor joint venture for the acquisition and development of multi-phase life science project in the San Francisco Bay Area with an expected development budget of over $1 Billion. The venture was structured as a REIT to accommodate the other investor’s status as a sovereign wealth fund. 

Represented a California pension fund in the negotiation of a joint venture with a division of the Korean government to invest $300 million in equity and obtain a loan of $310 million to acquire a one million square foot, 12 building corporate campus in Santa Clara, California. 

Represented Brixton Capital in the due diligence and acquisition of the Everett Mall in Everett, Washington. The representation includes ongoing asset management, leasing and operational matters related to the repositioning of the property. 

Represented a student housing developer in the formation and negotiation of a joint venture with a private Chinese backed investor for the development of a 750 bed, $89 million student housing complex in Sacramento, California. 

Represented Brixton Capital in the due diligence, acquisition, financing, refinancing and redevelopment of the Sherwood Mall in Stockton, California. 

Represented a large California pension fund in the disposition of a portfolio of 14 student housing properties in 7 different locations in the Eastern United States for a combined sale price of $339 million. 

  • Represented a lender to an owner of a boutique hotel in New York City in connection with a $65 million loan facility, which was structured as a senior loan of $40 million that was transferred to another lender and the client retaining a junior loan in the amount of $19 million. Negotiated all loan documents, syndication agreement and inter-creditor agreement with a mezzanine lender to borrower.  

    Represented an insurance company in $100 million loan to a publicly traded REIT. The loan was secured by office properties located in Los Angeles and Orange County.   

    Represented a hedge fund on various loan works outs associated with assets acquired in bankruptcy. Loans worked out included cross collateralized loans, to regional and national lenders, with loan sizes ranging below $5 million to in excess of $20 million.   

    Primary counsel for mezzanine lender in connection with mezzanine loans throughout the United States. Loans included capital for distressed loan acquisition, converting into both senior and mezzanine loans upon sponsor's acquisition of underlying real estate.  

    Represented a large national bank in connection with the restructure of a $100 million A/B loan to multiple borrowers and secured by both multiple office buildings along with membership interests in affiliated entities. In addition to the multiple collateral issues, representation included negotiation of the syndication of the loan with various lenders.  

    Represented one of the largest U.S. national banks in connection with an approximately $53 million mortgage loan to a large retail shopping center. The collateral was tenanted with small and multiple large, national tenants and subject to a ground lease with the municipality.  

    Represented an agency office of a foreign lender in connection with an approximately $500 million facility secured by multifamily properties in four states in the Western United States.  

    Represented a syndicate of lenders in connection with a loan in the approximate amount of $500 million secured by a regional shopping center.  

    Represented borrower in $240 million financing of trophy hotel in Southern California.  

  • Represented a multi-family housing developer in the negotiation and formation of a joint venture with a local real estate investor and the negotiation of a preferred equity investment by a publicly traded REIT for development of $123 million multi-family housing project in Woodland Hills, California. The representation also included handling the construction financing from JP Morgan Chase.

  • Represented a student housing developer in the initial acquisition and joint venture with a local developer of land for redevelopment, and a subsequent joint venture with a New York based hedge fund for development of a 1,039 bed, $193 million high-rise student housing project in San Jose, California.

  • Represented an institutional pension fund investor in the formation and maintenance of 2 separate account vehicles with developers and operators of industrial properties for a commitment by the investor of $200 million for each vehicle.

  • Represented Brixton Capital in the due diligence and acquisition of the Everett Mall in Everett, Washington. The representation includes ongoing asset management, leasing and operational matters related to the repositioning of the property.

  • Represented a student housing developer in the formation and negotiation of a joint venture with a private Chinese backed investor for the development of a 750 bed, $89 million student housing complex in Sacramento, California.

  • Represented Brixton Capital in the due diligence and acquisition of the Sherwood Mall in Stockton, California. The representation also included the negotiation of financing from Umpqua Bank.

  • Represented a California pension fund in the negotiation of a joint venture with a Texas-based international development company for the acquisition and development of two parcels within Atlantic Station, in Atlanta, Georgia, including various parking arrangements, development agreements and property management aspects. The parcels are to be developed with creative office space over ground floor retail.

  • Represented a large California pension fund in the disposition of a portfolio of 14 student housing properties in 7 different locations in the Eastern United States for a combined sale price of $339 million.

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Publications

Awards & Affiliations

Professional Affiliations

California Bar Association and Real Property Section, Member

NAIOP San Diego Chapter Member

Surfrider Foundation - San Diego Chapter, Advisory Board Member

Myanmar-Burma Children's Hope Fund, President

Bar & Court Admissions

  • State Bar of California

Education

J.D., University of California, Berkeley School of Law, 1993

B.S., University of Southern California, 1990

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