Overview

Andrea Saunders Rifenbark is a transactional attorney who focuses on real estate investment, development, and finance.  

Andrea has spent her entire career representing public pension funds and other institutional investors in all areas of real estate investments, including acquisitions, dispositions, joint ventures, financing, property management, development, and investment advisory agreements.  In her practice, Andrea structures, negotiates, and documents all types of real estate acquisitions and dispositions of all product types, including retail, office, industrial, mixed-use, healthcare, and hospitality, and including multi-state and multi-property transactions.  Andrea also analyzes, structures, negotiates and documents a wide range of joint venture transactions, including separate accounts, platform joint ventures, single asset ventures, and development projects.  She has extensive experience in structuring and implementing joint ventures in domestic as well as international markets.  Andrea’s wide-ranging experience representing institutional investors in numerous aspects of their real estate investments enables her to be sensitive to their unique issues, as she understands their perceptions, anticipates their concerns, and implements their guidelines and policies.  

Domestic and International Joint Ventures  

Andrea’s practice has a specific focus on a wide range of complex joint venture transactions including those relating to the acquisition, ownership, and development of all types of real estate assets such as office buildings, industrial parks, student housing, medical facilities, raw land, retail centers, multifamily, single-family housing, and mixed-use projects. 

Andrea has extensive experience in structuring and implementing joint ventures in domestic as well as international markets such as Brazil, Canada, Japan, Australia, Luxembourg, Germany, and other countries across Europe.  In addition to negotiating and documenting the joint venture agreements, many transactions involve the analysis of the legal and tax implications of potential proposed structures for holding title to real estate in the relevant foreign jurisdiction, as well as the evaluation and negotiation of complex legal and tax opinions pertaining to the international corporate and tax aspects of the transaction.  Through her extensive experience in international investments, Andrea has established relationships with a network of local legal, tax and accounting professional in selected foreign jurisdictions that enable her to advise institutional clients in all aspects of these investments. Andrea also routinely stays involved in the ongoing business and operations of the joint ventures she has helped establish including developing, effecting and documenting joint venture workouts and restructures.  

Acquisitions, Dispositions, Development and Management  

Andrea efficiently structures, negotiates, and documents all types of real estate acquisitions and dispositions including office, industrial, multifamily, retail, mixed-use and residential properties. She handles all aspects of purchase and sale transactions including in-depth title and survey and other due diligence review and analysis, transfer tax planning and loan assumptions.  Andrea frequently oversees the acquisition and disposition of portfolios of assets as well as individual properties and has worked on transactions involving assets in virtually every state. She also has considerable experience in the purchase and sale of membership and partnership interests and ground leased properties as well as in analyzing investments in other co-investment vehicles.  In addition, Andrea drafts and negotiates development management agreements, property management agreements and other service agreements.  

Advising Clients From A To Z  

Andrea's extensive knowledge encompasses a broad range of sophisticated commercial real estate transactions from entity selection and formation and due diligence review to the negotiation and documentation of complex business, economic and legal concepts.  She considers all perspectives of a transaction – the legal, practical and client's unique view – to devise the most effective and efficient strategy to successfully negotiate and complete transactions, and to help her clients meet all real estate needs.   Clients routinely call on Andrea not only to provide sound advice on complex legal matters but to help them formulate and execute strategies to address priorities and goals. 

Experience

Represented a pension fund investor in the negotiation and formation of a joint venture platform in a series of joint ventures structured as Luxembourg limited liability companies, with a European industrial developer company, to acquire, develop, finance, lease, and operate industrial logistic properties in portions of Europe, including Poland, Germany, Czech Republic, Slovakia and the Netherlands.  These transactions required the negotiation and documentation of the joint venture agreements, entity formation and structuring, resolutions and other corporate documents, intra-company loan agreements and related agreements.   

Structured and negotiated the $600 million investment by an institutional investor in a joint venture with a student housing developer to acquire, develop, lease and operate student housing projects in residential areas that serve colleges or universities throughout the United States. This transaction included negotiating contribution agreements and assignment, and assumption of ownership interests relating to the contribution of projects already owned by the developer to the joint venture.  

Represented a California pension fund investor in the formation of two joint ventures with an investment management company, each structured as a Delaware statutory trust, with an aggregate commitment by the investor of $700 million to acquire, renovate, finance, lease and operate office, multifamily, residential, retail and industrial projects in Japan and Australia.  

Represented an institutional investor in a joint venture with a private investment firm to acquire, develop, renovate, refurbish and operate technology-related value-add real estate projects, primarily projects that have been enhanced with core building system upgrades as required for data storage, computer processing and/or network connection in the metro areas of major US cities.  

Represented a pension fund in the acquisition, financing and development of a $610 million office park located in Santa Clara, California which involved the acquisition of membership interests in REIT entities that owned the property, title and survey review, and amendments to existing CC&Rs.  

Represented an institutional investor in the formation and negotiation of a joint venture with a local developer to acquire, redevelop, finance, lease and operate a residential apartment project in Miami, Florida.   

Represented a pension fund in the formation of a strategic venture with a Canadian real estate development company to acquire, develop, construct, manage and operate real estate projects in the Province of Alberta, Canada.  

Represented a pension fund in the sale of a $120 million apartment complex located in Raleigh, North California, which involved the analysis of CC&Rs that impacted the property and other complex title matters. 

Represented an institutional investor in the restructuring of a platform joint venture to divide up the assets of such joint venture among the partners, which included a series of membership and limited partnership assignments, contribution agreements, due diligence and title review coordination, as well as the preparation and negotiation of a master transaction agreement and membership interest purchase agreement. 

 

Insights

News

Publications

Awards & Affiliations

Honors & Recognitions

Southern California Super Lawyers, 2018

Up-and-Coming 50: Women Southern California Rising Stars, 2017-2018

Up-and Coming 100: Southern California Super Lawyers, 2017 

Selected as one of the Daily Journal's "Top 20 Under 40," February 27, 2013

Super Lawyers Top Women Attorneys in Southern California, 2013

Southern California Super Lawyers Rising Stars, 2009-2018

Selected as one of the top "30 under 30" commercial real estate professionals by the Real Estate Southern California Magazine, 2007

Professional Affiliations

National Multifamily Housing Council (NMHC)

NAIOP SoCal Chapter Member

Bar & Court Admissions

  • State Bar of California

Education

J.D., University of California, Berkeley School of Law, 2003

B.S., University of California, Davis, 2000, highest honors

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