Robyn Minter Smyers

Practices

• Real Estate
• Corporate Transactions & Securities

Professional Experience

Robyn is a partner in the firm's Real Estate and Corporate Transactions & Securities practice groups and the Chair of the firm's Diversity & Inclusion Initiative. She focuses her practice on commercial real estate acquisitions and sales, development, financing, leasing and corporate transactions. She regularly represents and advises real estate investment trusts (REITs), real estate investment funds, public and private real estate development companies, commercial lenders, retailers and other corporations. The coordination of complex transactions, including ground-up development deals and multi-site, multi-state acquisitions and divestitures, are her forte. Her practice has a particular focus on shopping center deals and urban redevelopment projects. Her practice also focuses on corporate sourcing and procurement transactions.

Prior to joining the firm, Robyn was an attorney in the real estate department of Paul, Weiss, Rifkind, Wharton & Garrison in New York. In 1995, Robyn clerked for Justice Albie Sachs on the Constitutional Court of South Africa. From 1991-1992, she was a Benjamin Trustman Traveling Fellow in South Africa, where she worked for Archbishop Desmond Tutu.

Robyn is admitted to practice in New York and Ohio.

Education

• Yale University, J.D., 1997, Earl Warren/NAACP Legal Defense Fund Scholar; Schell Center for International Human Rights Fellow (1995)
• Harvard University, B.A., 1991, cum laude

• RETAIL/MIXED USE:

• Development.
  Representation of private and publicly-traded real estate companies developing and re-developing shopping center and mixed use properties, including:
• Counsel to NYSE-listed real estate company in the ground-up development of a community shopping center, including negotiating site development agreements with multiple national retailers and drafting development agreements regarding tax increment financing.
• Counsel to a private real estate company in the redevelopment of a shopping center financed with leveraged New Markets Tax Credits.
• Acquisitions.
  Representation of purchasers of retail properties throughout the United States, including:
• Representation of a NYSE-listed REIT in the $350 million acquisition of a portfolio of 36 department stores located in California, Nevada, Arizona and Texas, with lease or sublease back to the department store.
• Representation of a real estate private equity fund in over $350 million of acquisitions.
• Sales.
  Representation of sellers of shopping centers throughout the United States, including:
• Representation of a private developer in a $750 million sale of 9 regional shopping centers.
• Representation of a private developer in the preparation of a portfolio of 21 shopping centers for sale.
• Representation of a NYSE-listed REIT in connection with dispositions of various retail assets, including shopping centers, single-tenant assets and outparcels.
• Representation of a private developer in the preparation of a portfolio of 34 regional shopping centers for sale.
• Representation of a NYSE-listed REIT in connection with the sale of five anchor store sites to a national big box retailer.
• Retail Strategy.
  Counsel to developers in the strategic planning and implementation of retail redevelopment projects, including shopping center expansions and reconfigurations, tenant relocations and implementation of ancillary income development programs.
• Retail Leasing (Landlord).
  Representation of landlords in anchor leases, big box leases and other retail lease transactions, including the development of letter of intent and lease forms.
• Retail Leasing (Tenant).
  Representation of tenants in acquisition, leasing and re-development transactions, including:
• Representation of tenants in the development of letter of intent and lease forms.
• Representation of a national retailer in connection with new leases, lease amendments, lease terminations and lease disputes.
• Retail Pad Sales.
  Representation of developers in the sale of land to big box retailers, including drafting and negotiating OEA's, COREA's, Site Development Agreements and related transaction documents.
• Affordable Housing/Mixed Use.
  Representation of non-profit and private developers of affordable housing and mixed-use and mixed-income projects financed with low income housing tax credits, historic tax credits and HOPE VI funds.
• Distressed Tenant Strategy.
  Counsel to private and publicly-traded companies in connection with leasing matters arising out the bankruptcy of several national retailers, including, Steve & Barry's, Linens-N-Things, Goody's Family Clothing, Mervyn's and Circuit City.
  

• CORPORATE/SOURCING & PROCUREMENT

• Purchase and Sale.
  Representation of companies in plant acquisitions and sales, plant separation agreements and complex easement and operating agreements.
• Leasing.
  Representation of companies in connection with corporate office leasing.
• Real Estate Sourcing.
  Representation of owners in connection with corporate facilities planning and the outsourcing of leasing, property management, construction management and other real estate functions, including:
• Representation of an institutional lender in the outsourcing of real estate functions for 400+ properties.
  
• Sourcing & Procurement.
  Representation of corporations in drafting and negotiation of supply agreements, license agreements and capital equipment procurement agreements.

• OFFICE/HOTEL/INDUSTRIAL:

• Restructuring.
  Representation of a NYSE-listed lodging REIT in the restructuring of its $400 million hotel lease portfolio pursuant to the REIT Modernization Act.
• Development.
  Counsel involved with major office, hotel and industrial park developments, including:
• Representation of developers of medical office building properties.
• Representation of developers of industrial and office parks.
• Acquisitions and Sales.
  Representation of owners and joint ventures in the acquisition, financing and sales of office and industrial properties, including the negotiation of joint venture agreements.
• Leasing.
  Representation of tenants and landlords in the negotiation of leases for industrial and office space, including build-to-suit leases.
• Ground Leases.
  Representation of ground lessors, ground lessees and purchasers of ground lease interests, including REA's and similar easement documentation.
• Easements.
  Counsel involved with drafting and negotiating numerous easement and license mixed use properties, utilities easements, ingress and egress easements, easements for building support, and declarations of easements, restrictions and conditions.
• Property Management.
  Representation of owners and managers in property management agreement transactions for office buildings.
  

• REAL ESTATE BORROWER FINANCING:

• Construction and Permanent Loans.
  Representation of borrowers in numerous conventional and securitized real estate loan transactions involving commercial properties throughout the United States, including:
• Representation of a NYSE-listed REIT in connection with a $350 million mortgage loan secured by six shopping centers located in four states and Puerto Rico, from a national life insurance company.
• Representation of a NYSE-listed REIT in connection with an $85 million mortgage loan, secured by four shopping centers in Puerto Rico, from a national life insurance company.
• Leasehold Mortgages.
  Representation of borrowers in leasehold mortgage financing transactions.
• Opinions.
  Representation of borrowers as special counsel issuing legal opinions in connection with financings.
  
• Workouts.
  Representation of borrowers in workouts.
  

• FINANCIAL INSTITUTION REAL ESTATE:

• Lender Representation.
  Representation of lenders on commercial loans, including whole loans, mezzanine loans and bridge loans.
• Intercreditor Transactions.
  Drafting loan purchase agreements, intercreditor agreements and loan participation agreements.
• Workouts.
  Representation of lenders in workouts.
  

• ENTITY FORMATION AND TAX PLANNING:

• Formation.
  Representation of developers and investors in the formation of limited partnerships and limited liability companies for real estate ventures, and negotiation of limited partnership and LLC operating agreements with third parties.
• Joint Ventures.
  Representation of developers and investors in joint venture real estate development projects, including REIT joint venture partners.
• Exchanges.
  Coordination of 1031 exchanges.
• Planning.
  Coordination of review of tax planning for real estate transactions.

• High Noon in Public Housing: The Showdown Between Due Process Rights and Good Management Practices · The Urban Lawyer, Summer 1998
• Remaking the Past: The Storytelling Tradition in Contemporary Black Art · The International Review of African American Art, Fall 2000
• Gallery Celebrates Anniversary with WPA Show · The International Review of African American Art, 2001
• A Museum Grows in Brooklyn · The International Review of African American Art, 2001

• Real Estate/Legal Topics
• "TechnologyforLawyers.com", ICSC Ohio, Indiana, Kentucky, Michigan and Pennsylvania Retail Development and Law Symposium, Columbus, Ohio, March 2011
• "Outparcels: Basics and Beyond", ICSC U.S. Shopping Center Law Conference, San Diego, California, January 2008
• "The In's and Out's of Outparcels", ICSC U.S. Shopping Center Law Conference, Orlando, Florida, October 2006
• "Minimizing Pain, Maximizing Gain: Selling Shopping Center Outlots and Excess Land", ICSC Ohio, Kentucky, Indiana, Michigan Retail Development and Law Symposium, Columbus, Ohio, April 2005
• "Basic Real Estate Transactions", Professional Education Systems Institute, Cleveland, Ohio, March 2005
• "Real Estate Lending Requirements and Loan Documentation in Ohio", Lorman Education Services, Cleveland, Ohio, September 2004
• "Leasing Basics - Pitfalls in Boilerplate" , ICSC Ohio, Kentucky, Indiana, Michigan Retail Development and Law Symposium, Columbus, Ohio, March 2007
• Diversity/Civic Topics
• "Pipeline to Leadership", 21st Century Leadership Forum, Cleveland, Ohio, June 2010
• "The Next Big Thing, a New Vision for the Region", Thompson Hine's Spotlight on Women, Cleveland, Ohio, May 2010
• "What Partners Can Do to Keep Minorities and Women in Their Law Firms", CSU Third Annual Diversity Management Conference, Cleveland, Ohio, May 2010
• "Embarking on a Diversity/Inclusion Initiative", Invacare Diversity Council, Cleveland, Ohio, April 2010
• "Managing Life, Work and Family ... Dispelling the Myth of the Superwoman", 8th Annual Women of Color Conference, University of Akron, April 2010
• "Work/Life Demands - Striking a Balance", Greater Akron Chamber of Commerce/KNOW Meeting, Akron, Ohio, July 2008

• Listed in The Best Lawyers in America, 2012
• Ohio Super Lawyers Rising Star • Honoree, 2007 and 2009
• Kaleidoscope Magazine 40/40 Club • Member, Class of 2003
• YWCA (Cleveland Chapter), Women of Professional Excellence • Honoree, 2006