July 2023 - Volume 11, Issue 45
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I am Drew Demers and I joined Foster Graham Milstein & Calisher, LLP in January 2023 as a partner in the Land Use and Real Estate practice group. I come to FGMC with over 20 years of practice experience, and focus on representing clients in real estate financing, development, purchase and sale transactions, leasing, and related real property disputes. Thank you for this opportunity to share some thoughts about the current state of the commercial real estate market. I can be reached at 303-333-9810 or ddemers@fostergraham.com.
The press has given much attention to Fed’s ongoing rate hikes in 2023 and the chilling market for commercial property. The general sentiment among economists, industry professionals and pundits alike is that the office market is troubled, perhaps deeply so, as it continues to reel from the effects of the pandemic. The recent FDIC takeovers of First Republic Bank, Signature Bank and Silicon Valley Bank have added fuel to the fire of economic concern. This article starts with a data driven approach to the current state of commercial real estate and addresses some factors real estate professionals may want to consider during these interesting times.
First, the numbers:
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According to Morgan Stanley Wealth Management’s CIO, "more than 50% of the $2.9 trillion in commercial mortgages will need to be renegotiated in the next 24 months when new lending rates are likely to be up by 350 to 450 basis points."
- Nationally, Cushman and Wakefield reports that office leasing activity declined by 23% in Q1 2023, citing to challenging factors like “inflationary pressures, increased interest rates, tight labor markets, economic uncertainty [and bank failures]”.
- Locally, Avison Young reports the greater Denver market had a 17.9% office vacancy rate and a 23% year-over-year decline in pricing per square foot for sale of office property in Q1 2023, with “move-outs vastly outpacing move-ins and hybrid working arrangements reigning supreme.”
- Avison Young also reports meaningful variances within our Denver market, from a healthy Cherry Creek sub-market (6.9% vacancy) to Denver’s struggling core business district (26.2% vacancy).
- Forbes reports that, by 2026, worldwide e-commerce sales are expected to grow over $8,000,000,000,000 (eight trillion dollars) annually, with nearly one in four retail purchases being online, and purchases by mobile phone doubling from their 2021 levels.
- Morgan Stanley analysts have likewise forecasted “a peak-to-trough CRE price decline of as much as 40%, worse than in the Great Financial Crisis”.
- In the 1980s, the U.S. had around 2,500 shopping malls. One expert predicts that number will dwindle by 95%, to 150 malls, by 2032.
These figures and forecasts clearly reflect big changes and tough times ahead for office and retail properties. Perhaps it’s somewhat reassuring that the numbers we’re seeing in Denver are consistent with reporting in other core business districts around the country. Many areas, like San Francisco and Manhattan, appear to be faring far worse, while Avison Young reports that certain other markets, like Miami, are showing “resilience”. But as a general matter, the sentiment nationwide is quite negative. Barbara Corcoran recently equated the commercial office market to an impending “bloodbath”, and she may very well be right as far as core urban markets are concerned.
The tough questions are 1) is this downward trend in CRE a cycle, or rather, a sea change, and 2) what are the broader economic implications for office and retail CRE, core downtowns, and the banks that finance these properties? While tech companies and Wall Street continue implementing return-to-office mandates, employees discovered newfound flexibility in the pandemic and continue to resist. Only time will tell whether this ideological struggle will produce a clear winner, or perhaps more realistically, whether a hybrid work model will become the new norm. The path forward isn’t clear on this issue, but it’s apparent that commercial office owners in core downtowns, like their retail shopping center counterparts, need to get ahead of the issues.
Despite the downtown exodus, there are some bright spots. Cherry Creek’s numbers appear to track other amenity-rich office submarkets like Chicago’s Fulton Street and Midtown Atlanta. These sub-markets attract the live-work-play crowd and are reaping the benefits of a systemic corporate exodus from their proximate downtown cores.
The failure of a small group of banks earlier this year has added another layer to the story. Truth be told, bank failures are not that uncommon, though the three banking failures to date in 2023 have received a healthy amount of coverage in the media. Historically, the federal government’s agency for regulating banks – the Federal Deposit Insurance Corporation (FDIC) - reports somewhere between five and ten bank failures in most years since 2000. In that respect, our 2023 year-to-date numbers are very much consistent with the FDIC’s historical record. In fact, no banks failed in 2005-06, 2018 and 2021-22. But if history teaches us anything, it’s that waves should be periodically expected and tsunamis will come every so often. During the Great Financial Crisis (2008-2014), a total of 507 banks failed. With office and retail at an inflection point, the question is whether a new wave is on the horizon.
Our economy today is undoubtedly different in terms of high inflation, higher interest rates, a surge in remote and hybrid work arrangements, and surging online retail, which factors were not necessarily on the radar in 2008. The explosion in e-commerce (and an even sharper uptick in “mobile commerce”) is a behavioral trend driven by convenience and efficiency that is taking over. And so may be the case for work from home or flex/hybrid work programs. These trends appear to have the same potential for major economic upheaval and financial strain as we saw in 2008. Other macro issues, like the short supply of affordable housing in reasonable proximity to core business districts, should also be top of mind for owners, developers and investors in the coming years.
Commercial loans and leases are generally 5-15 years in duration, and there’s undoubtedly a wave coming due. In Colorado, these challenges also converge with the State’s energy efficiency initiatives for commercial buildings over 50,000 SF and a rather aggressive 2030 energy reduction target which will require billions of dollars in future investment and upgrades. Given all of these factors, there is little doubt that existing office properties, retail brick-and-mortar operations, and lenders heavily weighted in these sectors will face some tough years ahead. It’s more likely to get worse for commercial office properties and downtown core business districts before it gets better. Some of these factors are fleeting and will turn around, but there’s no doubt that owners and developers need to think creatively and strategically with projects both existing and new. Opportunities can be plentiful in a downward cycle, and in the words of Albert Einstein, “We cannot solve our problems with the same thinking we used to when we created them.”
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Chambers USA has released its 2023 law firm and attorney rankings list in the United States. This year, two attorneys from FGMC – Gary Lozow and John Chanin – were again ranked on this exclusive and prestigious list for their practice in White-Collar Crime & Government Investigations-related litigation. The firm was also honored with a ranking, reflecting its deep experience and resources in this practice area. Chambers USA is the leading legal ranking agency. Chambers ranks America’s leading attorneys who have been identified as the best in their field by their peers and clients based on interviews with attorneys and clients.
Chambers wrote: “Foster Graham Milstein & Calisher is a compact and robust group notable for its strength across a range of criminal defense work, with particular experience in securities fraud, false claims, tax evasion, and regulatory enforcement. The team services an impressive array of corporate clients, including leading players in the financial services industry.”
FGMC’s White Collar and Government Investigations practice has decades of experience representing businesses and individuals in civil, regulatory, and criminal investigations and proceedings. Our attorneys have represented clients on matters ranging from securities, health care, consumer, and financial fraud to Grand Jury subpoenas and the most complex federal criminal actions.
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FGMC QUARTERLY SUCCESS STORIES
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FGMC recently persuaded the Colorado Court of Appeals to reverse the trial court’s summary judgment order in an employment contract dispute. The trial court ruled a hospital correctly terminated a physician for violating its policy prohibiting the physician from providing services under Colorado’s aid-in-dying statute. However, the Court of Appeals agreed with FGMC that summary judgment was inappropriate because a jury must decide whether the physician actually violated the hospital’s policy and whether the termination was pretextual. The Court of Appeals further agreed with FGMC that religious freedom under the First Amendment to the U.S. Constitution has no bearing on the parties’ contract dispute. The case is Morris v. Centura Health Corp., 21CA1855 ( available here). FGMC partners Chip G. Schoneberger (appellate counsel) and Steve J. Wienczkowski (trial counsel) handled the case.
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Contract, Land Use, Property
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The Colorado Court of Appeals recently agreed with FGMC and affirmed the trial court’s dismissal of a contract dispute brought in the context of a subdivision development. The trial court dismissed as “unripe” the plaintiff’s suit against a metropolitan district, its developer, and its board members, seeking reimbursement for public improvements made within the district. Adopting FGMC’s arguments, the appellate court rejected the plaintiff’s attempt to establish ripeness through numerous procedural and evidentiary challenges to the trial court’s ruling. The case is Babcock Land Corp. v. Carriage Hills Dev. et al., 21CA2029 ( available here). FGMC partners Chip G. Schoneberger (appellate counsel) and Steve J. Wienczkowski (trial counsel) handled the case.
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In another case, FGMC successfully defended a judgment on appeal involving interpretation of the protective covenants governing a residential community. Following FGMC’s arguments, the appellate court ruled the community’s governing board need not determine a resident’s application to approve proposed construction on their property until all requested information is provided or the application contains all information necessary for the board to exercise its decision-making authority. The case is Deerfield Homeowners and Prop. Owners, Inc. v. Patterson, 21CA1595 ( available here). FGMC partner Melanie MacWilliams-Brooks handled the case at both the trial and appellate level.
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FGMC counseled owners Shawn Knight and Jeremy Durgan in the sale of their Florida lawn care business to American Landscaping Partners, a private equity backed company. GreenEarth focused on serving the Florida panhandle near Panama City Beach. Knight and Durgan continue to operate GreenEarth Midwest based out of Longmont while enjoying the fruits of a successful sale of the Florida location. Evan Husney and Bryson Sebold assisted on the transaction.
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FGMC counseled repeat clients Shawn Knight and Jeremy Durgan in the purchase of Pyramid Landscape in Fort Collins, CO. GreenEarth Midwest is based out of Longmont and has been aggressively adding territory to its landscape client portfolio. FGMC helped Knight and Durgan sell their Florida-based branch of GreenEarth earlier this year. Evan Husney and Bryson Sebold assisted on the transaction.
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FGMC counseled buyers Jason Sakry and Dagan Thomas in their acquisition of Kona Contractors from Ryan and Beth Treadwell. Kona specializes in outdoor construction and design including decks, pergolas and roof covers, patios, grill islands, fire pits, and other custom outdoor living spaces. Evan Husney and Bryson Sebold assisted on the transaction.
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A Few Of Our Favorite Organizations
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In March of this year, FGMC had the opportunity to participate as a Green Circle Sponsor of a fantastic ski and snowboarding fundraising event for Invest in Kids. The event is called the Jane-a-Thon, and it has been running for the past 24 years at Mary Jane Mountain to raise money for early childhood education in Colorado. Beyond just sponsoring the event, several FGMC attorneys also participated in the event, which includes a raffle and ski competitions for every level, including the Jane-A-Thon’s most classic competition: a race to ski all of Mary Jane’s original 16 black mogul runs in the shortest amount of time. We anticipate this year will be the first of many that FGMC will participate as a sponsor, and we hope to make an even larger contribution next year by growing FGMC’s ski and snowboarding team through increased participation of attorneys, staff and clients.
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Kristin Sullivan, FGMC was recently appointed to the board of Warren Village, which is a non-profit that provides affordable housing and supportive services to single-parent families. Warren Village focuses on a two-generation model that improves outcomes for both adults and children. Warren Village’s flagship property is located at 1323 Gilpin in Denver, providing housing for single-parent families and an early learning center for kids ages six weeks to 10 years. Building off its successful history, Warren Village received a $26 million tax credit award from Colorado Housing and Finance Authority in late 2022 to construct a new 89-unit campus at 1394 W. Alameda Ave. This new campus is the result of many partnerships, including the Denver Housing Authority and the City and County of Denver. The project will break ground in the summer of 2023. Please reach out to Kristin if you have an interest in learning more about this great organization.
To learn more about Warren Village, follow the link.
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FGMC was a sponsor for Touching Hearts at Home's charity golf event that took place on June 15th. This tournament was organized to raise money for The Grace Hannah Family Foundation. Contributions received at the event will help to create the next generation of healthcare heroes through nursing and nursing assistant scholarships.
To learn more about The Grace Hannah Family Foundation, follow the link.
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Contact Us
360 S Garfield St Suite, Suite 600
Denver, CO 80209
Phone: (303) 333-9810 Fax: (303) 333-9786
FGMC are Colorado Lawyers serving most personal and business legal needs.
We offer clients the power of a large law firm with the personal service of a boutique law firm.
Practice areas include:
Auto Accident / Personal Injury Law, Appellate Practice, Business / Corporate / Finance / Mergers & Acquisitions,
Criminal Defense, Employment Law, Estate Planning / Tax Planning, Government Investigations & White-Collar Defense, Land Use And Real Estate, Law Enforcement Representation, Litigation
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