John H. Kuhl

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.

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 in performing an independent audit, with 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. 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 multifamily 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 Midwest 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.  

Recent Publications  

Let's Be Clear, The Letter - Americas, 10/16/2013  

Carried Interest, The Institutional Real Estate Letter – North America, 3/13/2013  

Crafting Carried Interest Provisions: Legal Issues Related To Current Market Trends In Compensation, PEI, 12/14/2012  

Do You Care? An Examination Of Standards Of Care, The Institutional Real Estate Letter – North America, 9/1/2011  

What's Your Intent? Thoughts On Joint Venture Letters Of Intent, The Institutional Real Estate Letter – North America, 5/1/2011  

Money Talks Investors Regain The Upper Hand In Negotiations, The Institutional Real Estate Letter – North America, 12/1/2010  

Buddy, Can You Spare A Dime?, The Institutional Real Estate Letter – North America, 10/1/2010  

The Big Payoff - The Challenges And Rewards Of Making Discounted Payoffs On Performing Loans, The Institutional Real Estate Letter – North America, 6/1/2010  

Bankruptcy Basics - What To Expect When A Partner Goes Bust, The Institutional Real Estate Letter – North America, 3/1/2010  

A Buyer’s Guide To Secondary Sales, The Institutional Real Estate Letter – North America, 10/1/2009  

They Asked You To Do What?, The Institutional Real Estate Letter - North America, 7/8/2009  

Making The Best Of A Bad Situation, The Institutional Real Estate Letter – North America, 5/1/2009  

Unraveling A Joint Venture, The Institutional Real Estate Letter – North America, 3/1/2009  

Buyers Beware: A "Free Look" Could Cost You, The Institutional Real Estate Letter – North America, 12/2/2008  

The Structure Of Infrastructure, The Institutional Real Estate Letter – North America, 9/1/2008  

Too Good To Be True, The Institutional Real Estate Letter – North America, 6/1/2008  

Prescriptions For Subscriptions, The Institutional Real Estate Letter - North America, 3/1/2008  

Honors & Recognitions

Best Lawyers, Real Estate Law, 2003-2025

Southern California Super Lawyers, 2004-2022

Professional Affiliations

Pension Real Estate Association

National Association of Public Pension Attorneys