Sasan K. Behnood

Sasan Behnood concentrates his practice in sophisticated real estate transactions, including the acquisition, development, leasing, and financing of real estate throughout the United States. Sasan’s current and previous clients include some of the largest developers, tenants, real estate holders, and financial institutions in the country.

Drawing on almost two decades of experience, Sasan strategically counsels clients in the purchase, sale, development, leasing, management and financing of virtually every type of real estate asset class – from offices and shopping centers, to hotels, hospitals, PUDs, industrial complexes, assisted living facilities, raw land and beyond – and does so across the spectrum of sophisticated transaction structures from joint ventures and public private partnerships, to bankruptcy remote entities, 1031 exchanges and Qualified Opportunity Zone transactions – all while navigating through complex title, regulatory, and environmental issues along the way.

As a former General Counsel and Executive Vice President of a national real estate lender, Sasan also brings extensive experience in the structuring and negotiations of complex real estate financial transactions including acquisition financing, construction financing, ground lease financing, mezzanine financing, loan workouts, warehouse lines, recourse carveout guarantees, note sale agreements and more. This unique intersection of skillsets enables him to strategically and advantageously structure transactions on behalf of his clients.

Sasan’s practice emphasizes practical deal terms and avoiding the pitfalls of over-lawyering to help deliver well-crafted deals that make sense for his clients.

• Divisive Reorganization of $1 Billion Dollar Real Estate Holding Company. Represent client in a sophisticated IRS “divisive reorganization” (for IRS tax exemption) involving the wind down and distribution of 100% of the assets of its parent: one of the largest real estate portfolio holders on the West Coast, and owner of nearly $1 billion dollars in real estate assets, including shopping centers, office, industrial, and multi-family properties. The various real assets and other holdings of the parent (which was wound down) were divided among five different “splitcos” (including our client), triggering numerous corporate, tax, real estate and contract issues. Sophisticated issues pervaded the matter – including real estate conveyances, due diligence, counterparty consents, and Proposition 13 tax consequences.
• $8 Billion Dollar Hotel REIT Formation and Due Diligence. Represent multi-billion dollar company connection with the formation of multi-billion dollar REIT involving portfolio of high-end hotel properties. Sophisticated corporate structuring matters, legal review, and due diligence of key property level agreements for each hotel including loan and financing agreements, guarantees, ground leases; subleases, hotel franchise agreements, property management agreements; Indian tribal matters; REIT formation and other complex corporate matters.
• Qualified Opportunity Zone – 174 Unit Apartment Complex Development. Represent client in sophisticated Qualified Opportunity Zone Deal for the future development of a 174-unit mixed use apartment complex, involving sophisticated real estate and other tax issues. Acted as lead counsel on the complex real estate and finance components of the deal which involved the preparation of a Master Ground Lease, Access Agreements, Development Agreements, Multiple Notes and Real Property Security Instruments, as well as appropriate Subordination Agreement, and Memorandum of Lease.
• Acquisition and Development of Planned Unit Communities (Build to Rent Homes). Lead counsel on nationally sized client's acquisition of 5 different build-to-rent planned unit communities across multiple jurisdictions, each between 80 – 200 units (including sophisticated due diligence matters, and in-depth negotiations of purchase agreement and ancillary agreements). Each acquisition was from a different Seller, with different unique issues and complications and spanned between 8 and 20 months.
• Reciprocal Solar Lease and Power Purchase Agreements. Represent prominent provider of solar energy in the negotiation, drafting, and structuring of over 9 distinct solar energy projects – each involving the detailed negotiations and structuring of reciprocal Site Leases and Power Purchase Agreements (each on a different commercial property owned by different owners). In these transactions, the client leases high square footage swaths of strategic rooftop and park top space for installation of massive solar panels (under a lease arrangement) and then sells the cultivated power back to the property owner or to the utility companies (under a separate power purchase agreement). Representation involved key understanding of project finance matters; real property and solar lease matters; energy and power production logistics; energy sector needs, energy credit regulation and nuanced understanding of real property vs. personal property security.
• $46MM Assisted Living Facility Construction Loan. Represented lender in negotiation and structuring of revolving $46MM credit facility made to a developer of an Assisted Loan Facility, involving both real estate and mezzanine collateral, as well as equity acquisition of borrower entity. Transaction included preparation of Loan Agreement, Deed of Trust, Note, Security Agreement, membership pledge agreement, assignment of rents, assignment of construction, architectural and property management agreements.
• $28MM Assisted Living Facility Acquisition Loan. Represented lender (unrelated to lender in the previous bullet point) in negotiation and structuring of $28MM credit facility made to a purchaser and operator of an Assisted Loan Facility, involving both real estate and mezzanine collateral, and personal guaranties. Transaction included preparation of Loan Agreement, Deed of Trust, Note, Security Agreement, membership pledge agreement, and personal guaranties.
• Alternative Fuel Station Ground Leases. Represent major competitor to Tesla in the alternative fuel vehicle space in the negotiation of 7 different ground leases for development of cutting-edge servicing stations for alternative fuel and hydrogen fuel vehicles. Negotiated and structured sophisticated ground lease deals; conducted key real estate due diligence and advised client on complex real estate considerations.
• Acquisition of Cattle Feed Lots and Food Manufacturing Facilities. Represent prominent Canada-based food business conglomerate owning a multitude of various food manufacturing and distribution facilities in the acquisition of several new businesses including the underlying real estate portfolios of those businesses – including the acquisition of a confectionary factory and a cattle feedlot, each involving distinct but complex real estate issues and other contractual and regulatory matters.
• Sale of $600MM Portfolio of Wingstop Restaurants. Represented holder of a portfolio of nearly 200 Wingstop franchise locations in the roughly $600MM dollar sale of its portfolio. Acted as lead counsel on the complex real estate components of this sale including sale of real assets, transfer and assignments of leases, due diligence, obtaining counterparty consents, and due diligence on existing lease terms.
• Sale of Charter Bus Transportation Business. Represented client (the seller of a multi-million dollar high-end charter transportation business) in a complex asset and equity sale of its business, including numerous owned, and lease properties. Detailed coordination with our corporate team.
• Acquisition of $80MM Portfolio of Gas Stations. Represented joint venture in the negotiation, structuring, and drafting of an $80MM acquisition of a portfolio of gas stations throughout Nevada including sophisticated issues relating to the transfer of intellectual property rights, as well as alcohol and gambling licenses.
• Public Private Partnership Real Estate Development and Financing. Represented prominent real estate developer in acquisition of 99-year ground lease interest from a public entity in exchange for the developer’s development of office and industrial buildings for a separate public entity-owned parcel. Represented developer in the negotiation and structuring of the development agreement, joint occupancy agreement, and financing of development facilitated through ground lease financing exceeding $45MM.
• $35MM Borrower Side Memorial Park Financing. Represented joint venture in acquisition, development, and finance of $35MM memorial park, including associated corporate guarantees and collateral assignment of development agreements; with the $31MM acquisition and development finance facility involving sophisticated issues of grave site easements encumbering lender’s real property collateral.
• $40MM Equipment Finance Takeout Loan. Represented industrial services company/borrower in workout of distressed $35MM equipment finance facility; negotiated and structured separate $40MM takeout equipment financing of foregoing distressed debt with separate lender on more favorable terms, including fixed CapEx facility, and revolving CapEx line, collateralized by equipment borrowing base, and corporate membership interests.
• $200MM Warehouse Lending Facility. Represented national lender in negotiation and structuring of $200MM revolving warehouse borrowing-base financial facility, with an accordion feature, collateralized by residential business purpose mortgage pool.
• $250MM “Repo” Lending Facility. Represented fund in the negotiation and structuring of $250MM revolving borrowing base “repo” facility, collateralized by residential mortgage pool.
• Represented national lender in negotiation and structuring of multiple independent master pooling and services agreement, supervising master and special servicers in the servicing of separate mortgage pools each acting as collateral for separate repo and warehouse facilities, including: (a) $55MM pool of residential and multi-family mortgages, (b) $43MM pool or short-term business purpose loans, and (c) $73MM pool of residential mortgages.
• $32MM Sale of Bundled Notes. Represented national lender in whole-note sales of $32MM of secured debt instruments, servicing rights retained, to insurance company.
• $38MM Refinance of Multijurisdictional Portfolio of Apartment Properties. Represented real estate investment group/joint venture in $38MM asset-based refinance of cross-jurisdictional portfolio of multi-family properties.
• $70MM Office Acquisition Loan. Represented prominent corporate real estate investor in $70MM acquisition of office building property, and acquisition financing of same.
• Acquisition of $35MM Planned Unit Development. Represented prominent residential developer in development of $35MM planned unit development, and acquisition of underlying raw land, including pervasive site and title due diligence; further represent developer in the negotiation, structuring, and subsequent restructuring of Development Agreement for tax increment proceeds as well as Phased Construction Agreement with local governmental entities.
• $35MM Loan Facility for Shopping Center Development. Represent developer in acquisition of raw land, development of same as mixed use office/retail shopping center, including $35MM development financing of collateralized by real and personal property security, and membership interests.
• Borrower Side $47MM Multi-Jurisdictional Real Estate Secured Loan. Represent lender in negotiation and structuring of $47MM secured loan to real estate investor, secured by portfolio of residential multi-unit rental properties across multiple US jurisdictions, and further secured by membership interests in borrower LLC entity, together with carve-out and non-carveout guaranties from borrower principals.
• $20MM Workout of Ground Lease Secured Financing. Represented distressed commercial office space developer/landlord in restructuring and forbearance of $20MM defaulted ground lease deed of trust held by lender; simultaneously negotiated and structured outside bridge financing allowing developer sufficient capital to exercise contractual option to convert leasehold into fee simple interest thereby increasing property valuation to allow more favorable traditional first position lien financing – and as a result extricating developer from pending bankruptcy proceedings.

Practice Areas