Commercial Unlocked

Closing the Deal: What Happens Behind the Scenes w/ Alexandra Neal

Sam Kline Episode 5

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0:00 | 28:19

One overlooked document can turn a “done deal” into an all-night rescue mission. We sit down with Alexandra Neal of Taylor Law to unpack the legal side of commercial real estate in plain English, from the first LOI conversations to the closing table, with the real-world details that brokers, buyers, and sellers trip over most often.

We talk about why commercial closings need more runway than residential, and how the moving parts actually fit together: title search, title commitments, ALTA surveys, and lender requirements that demand specific language and tight coordination. Alexandra shares how attorneys, title companies, surveyors, and lender counsel can either keep momentum or quietly stall it, and what to do when timing starts to slip.

Environmental due diligence gets its own spotlight, including what a Phase I ESA is designed to catch, why Phase II testing raises the stakes, and how strict environmental liability can change seller behavior. We also dig into brownfield properties, where the process can be complex but experienced developers may find incentives that make a tough site worth chasing.

If you’re buying a building with tenants, we break down the tenant documents lenders care about most: estoppel certificates that confirm the lease facts and reduce surprise claims, and SNDAs that protect both tenant possession and the lender’s position. We close with a practical seller readiness checklist and the mindset that separates a deal maker from a deal killer: responsiveness, finding the middle ground, and picking the few issues that truly matter. Subscribe, share this with a partner on your next transaction, and leave a review if you want more commercial real estate deal breakdowns.

Welcome And Show Purpose

SPEAKER_02

Welcome to Commercial Unlocked, the podcast where we break down commercial real estate and unlock how it actually works. I'm Sam Klein, a commercial real estate broker here in the Carolinas. Each episode, we'll talk through deals, markets, and decisions that shape commercial real estate from leasing and development to investing and community growth. You'll hear from business owners, city leaders, developers, and people on the ground doing the work because I think commercial real estate isn't just about the buildings, it's about the people. Whether you're a business owner, investor, or just trying to understand how commercial real estate really works, you are in the right place. Now let's get into it.

Why Legal Work Shapes Deals

SPEAKER_02

Um on my podcast because as a commercial broker, legal issues are a very real part of what I do. Um I invited Alexandra Neal with uh Taylor Law. Taylor Law has offices in Belmont, Kings Mountain, Shelby, Shelby, Linkington, Terryville. Wow. Yes. Okay, so five locations. Yes. And um you guys do do a lot of residential, but um I was introduced to you by Yancy Taylor, and you've got a um a commercial background, spent some time in Raleigh, correct?

SPEAKER_01

Charlotte.

SPEAKER_02

Charlotte, sorry. Uh which law firm again?

SPEAKER_01

Womble Bond Dickinson. So far formerly Womble Carlisle. And they merged when I was there with a firm in the UK. So expanded their footprint.

SPEAKER_02

So I was from I was familiar with them and and we chatted and had coffee, and you seem to have the right kind of commercial vibe, and we are currently working on a deal together. So glad to

COVID Portfolio Closing Scramble

SPEAKER_02

have you. I'm gonna start off by asking for kind of like a just give me a crazy story, anything you can think of that that ended in a win, something where you really had to kind of like skin the cat or uh solve a riddle um at the very end and keep and keep a deal going for our listeners.

SPEAKER_01

Let's see. So the first one that comes to mind was in 2020. So it was kind of early days of COVID. We were all remote and we're doing a portfolio of gas stations. So it was about 20 of them, and we were trying to get it done before the election because everybody was, you know, get scared of the election. So that was there was a big push to get it done before then. And an issue came up at the very last minute where we didn't get um tenant estoppels and SNTAs um for all the current gas station owners and the lender and our new buyer was requiring that. So that just required a lot of creativity and you know, negotiation with the tenants on getting comfortable to a forum that we could agree on, getting people to execute things remotely um, you know, during COVID was always interesting.

SPEAKER_02

Um And just 20 of them.

SPEAKER_01

So just 20 of them, you know, at the last week before closing. So that was definitely one where we were up, you know, all hours of the day and night working to get it done.

SPEAKER_02

Probably the 80-20 rule, you probably had about 15 or 16 people cooperate and four people drive you crazy, I'm guessing.

SPEAKER_01

Very much. But it was a big deal team, and that's a challenge of commercial too, definitely, is kind of keeping everybody straight. So there was, you know, us in Charlotte, a firm in Texas, our buyers in South Carolina, the sellers are all over North Carolina, these gas stations. So it was an interesting, complex deal, that's for sure.

SPEAKER_02

Awesome. Well, we're gonna touch on SNDAs and and um estoppel certificates later, but uh awesome, great story. I've obviously as a broker, I've sat around and and had some deals that barely made it across the finish line, and and certainly um an attorney is a vital part of that. So super cool. Um so let's start off.

Residential Vs Commercial Closings

SPEAKER_02

You I'm assuming you do do some residential stuff still.

SPEAKER_01

Yeah, we do a fair bit of that.

SPEAKER_02

Give um, you know, I'm I'm very specific to commercial real estate. Um give us, you know, a little bit of a comparison, a rundown. What are the differences that you see uh between commercial and a residential closing from an attorney's from a legal standpoint?

SPEAKER_01

Yeah. And let me just say before I started at Taylor Law, I had never done residential either. So I was strictly commercial gal myself. Um so starting there residential was newer to me as well. And what I've come to, I guess, think of the difference is residential is just a lot shorter of a runway. So you usually have, you know, your 30 days, everybody is kind of, you know, turning and burning very quickly. The lenders are um quite a bit more involved at the attorney level. I would say there's not as much pre-work that goes into it. I think with commercial, a good deal, you've vetted a lot of issues before you even get to that contract and LOI stage. So I think residential is just that compressed timeline, and then it's just kind of over, and that's it. And really you as the buyer, um, it's just you come in once and you sign and that's it. And usually it can be pretty smooth. Commercial requires a lot more runway timing-wise. There's a lot more complexity usually that goes into it. Um now residential, don't get me wrong, I think is harder in some ways because of the emotions involved of people. You know, it's their home dream, their investment, the biggest investment they're making. So that part is challenging, but the legal part is a lot more cut and dry, I would say.

SPEAKER_02

Okay. Well, talk through, we've got like all these moving parts. Um, title companies, maybe you use them, maybe you don't. Um, lenders, surveyors, environmental folks. We'll talk more about that later. And then potentially if we're buying an investment deal, we've got a lease in place and the tenants. Talk talk through the kind of the complexity

Coordinating Title Survey And Lenders

SPEAKER_02

of all those moving parts.

SPEAKER_01

Yeah. So typically with commercial deal, we would see right, you have buyer, sellers, attorney, and then you have the title company. North Carolina's a little unique. It's one of the only states where the attorney can also kind of act as the title agent and do the money part. So that's depending on people's, you know, preference level. But I would say, you know, your bigger commercial deals were running everything through the title company, you know, all the money and all the documents. Um, and the title company is the one ordering, right? The title search, getting you the commitment. You have to tie that correctly with your survey, though, because the surveyor needs, you know, the title commitment in order to get you a good survey. So you have just that kind of piece of it. You've got your you know, environmental consultants.

SPEAKER_02

Um and then what about lending docs? I mean, when does that come into the play?

SPEAKER_01

Ideally earlier than you know, something like that. Three days before closing, hurry up and reviews. Yes. Um, you know, if the buyer has a lender, usually we want to get in touch with them right away. The lender will have their own very long list of requirements. Usually, from my perspective, with lenders, the things I find that we go back and forth with the most is title. They really want the title commitments and the surveys to read a certain way. So we have to spend a lot of time going back and forth with the surveyor and the title company, kind of getting everything just so. And then obviously they have their loan documents that um sometimes the lenders in bigger deals, I'm sure as you know, lenders have their own attorneys. So you possibly have three sets of attorneys just right there. Um, which, you know, it can be hard to get along with.

SPEAKER_02

I suppose now's a bad time for an attorney joke, right? Okay. We'll avoid that. Um you stumbled in a little bit into environmental. Let's go back

Phase I And Phase II Environmental

SPEAKER_02

to that. I've dealt um a lot more with environmental than I ever thought I would. Yeah. Um let's talk through, you know, phase one, phase two. What do some of those things look like?

SPEAKER_01

Yeah. So the phase one, you know, we I always recommend that for everybody. And the phase one is just sort of your overview, if you will, you know, the risk factors. If there's anything, hopefully the phase one, we just are able to look at it and nothing is popping out at us. So we don't have to do, you know, more work in a phase two, because I find once you're talking about a phase two, there's a lot more risk that goes into that. Um, it's more invasive testing. And then the seller of the property sometimes doesn't even want you to do the phase two because if you find something environmentally, now they have to disclose it, now they have to deal with it. Environmental laws are also very strict usually and impose a lot of duties on the current owner to clean things up and remediate things appropriately. So even getting to a phase two can be a big deal. Um, I was in-house at Lowe's for a few years, and when Lowe's would sell property, if a phase one came back risky, sometimes we would even just shut it down there. We wouldn't go any further because we didn't want the to open ourselves up to potential environmental liability or risk. So that can be kind of a deal killer right there.

SPEAKER_02

Have you dealt with something that was in the brown field at all? And looked through that?

SPEAKER_01

A little bit. Um that definitely is very complicated and usually gets another set of attorneys involved because there are special environmental, you know, attorneys and brown fields attorneys that can help you navigate all of those requirements. But that's a long, long process.

SPEAKER_02

Uh I'll just throw in a quick little story of myself. Right before COVID, I had a piece of property. Um, I'd gotten a letter of intent. I don't think it was under contract quite yet. And I what didn't realize that there was a contamination factor. And that came up, and so I called the potential buyer who was um they want to do like self-storage, and I said, Hey, I just have to disclose. I found out that there could be some contamination, contaminated groundwater, brownfield, I kind of threw that out. And what I was expecting was for them to pull back their LOI, change their terms drastically. They actually sent me a new LOI and expedited the closing, which shocked me. And it turns out they knew how to navigate through that, and there are some incredible development pro uh development credits and incentives in that in that brownfield program. So uh it was over my head, but it was not over their head.

SPEAKER_00

They were over my head a lot of the times when I was at Walmart. We had a whole special environmental department that we were calling those guys in the second brownfield was coming. Yeah.

SPEAKER_02

Probably nice to send that off to someone who really gets it.

SPEAKER_01

Yes, I can help you read a phase one, but anything beyond that, you know, we need to call an expert in, that's for sure.

SPEAKER_02

So you mentioned timeline, or you're you're talking about, you know, kind of residential deals. I I mean i I need help to sell my house, and I sell commercial real estate, you know, all all the time. So it's it's just a different flavor. But to your point, we go to sell a house, it goes under contract, maybe we had about 30 days to look, 30 days to close, or about 60 days. That's really tight for commercial. A lot of times, I mean, I have things that go over a year. Talk through maybe a typical commercial timeline, all the way from like maybe receiving a letter of intent,

Diligence Timelines And Entitlement Extensions

SPEAKER_02

you know, moving to a purchase and sale agreement. And talk, you know, I understand it from a broker perspective. Talk to me from a legal perspective, what that kind of looks like.

SPEAKER_01

Yeah, from a legal perspective, so I would say the earlier you can get the attorneys involved, the better. That was always one of the things that's hard to navigate is you get a signed letter of intent from the parties, everybody's agreed on the terms, and hey, we wanted to execute this yesterday. So there's a lot more that goes into a contract though than you know just the basic terms that are in the LOI. So I would say the sooner you can get the attorneys involved to let them look at the space, figure that out, that can help expedite the timeline. But with a simple deal, hopefully, you know, where you have a great broker like yourself who's thought through those things ahead of time. We've kind of negotiated things a lot. Um, the contract phase, I hope, you know, lasts only like a couple weeks, you know, trading drafts back and forth with the attorneys. We execute. And then I would say, I mean, you typically at least like 90 days for diligence for an uncomplicated site. And then from there, it's usually a 30-day close, I would say, after the diligence has ended.

SPEAKER_02

Yeah, so I mean that's well stated. I, you know, um we've got entitlements and we've got different issues, and then assuming no entitlements. Yeah, oh yeah, you're not getting done at 90 days, but that tends to push out. But again, if you're you know, a 90-day, a 60 to 90 day look is where I typically am. Um sometimes I will um I tell people all the time your risk generally tends to be in land or in an older property where you're you're gonna encounter environmental stuff. I actually have a listing um in Dallas built in the 90s, you're getting 30 days to look because the your real risk is condition of the roof, um, maybe you're looking at expansion, you're looking at the HVAC, and and then you need a survey. Yeah. And so 30 may be a little tight, but 45. So it's you know, if I can define that a little differently, but then again, if I have you and I are working on a deal that has an entitlement issue, and and I think we gave 180 days and even a a 30-day extension because that could come into play.

SPEAKER_01

So yes, and I love building in extensions, but limiting them only to entitlements. I want people to do their title and survey diligence. I want them to do everything else before so we're not, you know, getting six months down the line, and then all of a sudden you're coming to me with an entitlement or um a title issue or survey issue. If we're doing extensions, really like I like to limit it to only entitlements and you need to have some sort of proof, right, that you're reasonably diligently approving this with the city, because I think that's everybody's favorite line is the city hasn't gotten back to me, or the city this and the city that. But you know, if we're giving extensions, that's a you know, cost to the seller keeping this thing on the market and sunk with one buyer, not being able to pursue other opportunities. We want them to be pursuing those entitlements. And ideally done some pre-work before we even get to the LOI stage or you know, the contract stage to understand if this is a realistic ask of the city or if this is doomed from the start.

SPEAKER_02

Yeah, that no, that's very well stated. And I tell people all the time uh if you go in and you no one from the city likes the idea, you're not compliant with the future land use codes and I don't know, something else, it's like it's not gonna happen. So if you feel like the city is willing to row the boat, um, you know. Great point though, on the city's holding me up. The city does not hold you up from getting a survey, city does not hold you up from getting a title search, um, the city doesn't hold you up from um certain cost analysis, things like that. Um traffic studies can be a real wrestling match. Um I found out the hard way that you have to wait till school's in session. So I was working through a deal that was uh, you know, potentially multifamily. Of course, you're gonna go over your thousand trips. Everyone's different, but that's kind of like a magic number. So now the city's gonna require a traffic study, and you can't do a traffic study in the summer. So uh anyway, a little tidbit there.

SPEAKER_00

That's a good

Ownership Easements And Use Restrictions

SPEAKER_00

one.

SPEAKER_02

Um what are some common title issues? First things that you look for, things that come up that you have to wrestle with.

SPEAKER_01

Yeah, so first thing for me is looking at the ownership. Because you would be surprised, especially you mentioned, you know, some of these older properties, I would say in more of the rural counties like Lincoln County, some parts of Gaston where even Mecklenburg, honestly, sometimes where it's been in the family for forever, that's usually stop number one, make sure that who we have on the contract actually owns the property. Um yes, always important, but you'd be surprised some of the issues that come up there. So I think that's first stop with title issues, um, just that you can tell without a title search. Um and then from there, the second most common thing I would probably say for commercial is easements, especially for vacant land that we're looking to build on. We need to know exactly where these easements are, where they end. Um, I've seen ones where it's cutting right through the middle of the property and it's a utility easement. It's like good luck, you know, getting dupe to move that. Um or railroads, that's another one where good luck to you. We're not getting anything from a railroad. So, you know, we need to figure that out ahead of time. Um, with existing space, probably use restrictions is another one to look at title-wise, because those will be public record, making sure that your use is compliant with the shopping center or you know, with whatever you've got going on.

SPEAKER_02

And so is that like a an upfront activity, or is that usually something on a due diligence due diligence period that's more towards the middle, would you say?

SPEAKER_01

I think use restrictions can be upfront, especially if you've got it's very obviously like a shopping center. Usually they have some sort of declaration that's gover governing that shopping center, right? Of your easements and who's maintaining the parking lot and who's doing this and who's doing that. That you can do up front, I think. And in North Carolina, we have a great register of deeds that is public information. So that could be found by anybody, you know, once you get a little familiarity. So that is something to look at too.

SPEAKER_02

Awesome.

Tenant Leases Estoppels And SNDAs

SPEAKER_02

Uh talk me through some tenant problems. Um a lease that's expired, a tenant at least it's really poorly done. Uh talk to me about that.

SPEAKER_01

Yeah. So if you're buying with tenants, I guess the first conversation that we usually have is do you want to keep the tenant or not? That's sort of step number one. Some of these leases, if you don't want to keep them, don't have, you know, provisions on how to terminate, or it's kind of unclear. We've got to figure out how much notice do you need to give them, you know, if they're gonna be a holdover tenant, what are we gonna do about that? That's um one kind of threshold question. If we're deciding to keep the tenant, then we need to figure out if we're going to assume the existing lease or if it would be better to just get them under a new one with the new owner. Um, especially if it's a very poorly drafted form, it can be kind of a good opportunity to level set in. Especially, I think some of the older ones they haven't maybe raised the rent. Like it's not market rent. Um that's probably a common issue and a good place to kind of rectify those things. Um, and then if you have a lender, if the buyer has a lender, they're gonna require a couple things from them that usually have to be SNDAs have to be notarized, typically, which is always fun to try to get someone in front of a notary. Oh yeah. Umstopples too can be hard to pin down and a little more heavily negotiated depending on the tenant. Um and they usually have at least a couple week timeline to respond. So you have to build that into your um diligence and closing timeline, hence why our deal got sideways at the beginning, because the leases all said that the tenants had like 14 days to respond, but we were asking them to sign these things the week of closing.

SPEAKER_02

So let's back up. Talk to me about an SNDA's Nistoppels um like I'm a kid. Explain it to me.

SPEAKER_01

Yeah, so in estoppel, I think of it, it stops claims, basically, it stops things. So it's important from both sides, landlord and tenant, should both execute them. And it basically lays out the facts of the lease. So it says, you know, the term commenced here, it ends here, there are XYZ options to renew. This is the rent, the rent has been paid through X date, you know, security deposits. And then probably the most important section is at the end where it says there are no claims against the landlord that are current or anticipated, and vice versa for the tenant. So it's giving our new buyer some reassurance that they're not buying into, you know, a bad situation where the landlord hasn't maintained the roof, and now once they take ownership of the building, tenant's gonna come back and claim against something or they're not walking into a lawsuit. So that's very helpful to kind of ferret those issues out. Um, SNDAs basically their subordination, non-disturbance, and tournament agreements. Basically, it just means that if the new buyer defaults, the lender is gonna take over as landlord and the tenant's possession won't be disturbed in the property, and the lender is gonna be acting as their landlord. So that's the same thing. Yes. Yeah. So protection for the lender and protection for the tenant as well. So they're usually in everybody's best interest.

Seller Prep Before Listing

SPEAKER_02

All right. So I'm you know, I want you to reach out or I want you to talk to the part of our audience that's thinking about maybe selling a property. What are some preliminary upfront things before I run out and list it that might help me from a legal perspective?

SPEAKER_01

Yeah. So I would say just getting your ducks in a row. Do you know where your deed is? Can you look it up? You know, do you know who's on title to the deed? Is it, you know, you as an individual? Is it you and your spouse? Is it if it's an LLC, do you have the operating agreement handy? Do you have those formation documents handy because attorneys are gonna ask for that? Um, and then I think just really gathering any records that you have for the property because a new buyer is gonna ask for all of that, whether it's you know, environmental records or current leases or your last title policy or last survey, they're gonna pretty much ask for all of that. So any of that fact gathering and then working with a broker like yourself to understand, you know, what is realistic and if there's anything you need to disclose upfront. And then probably setting your expectations that it's probably not going to be a quick process and it's going to take your cooperation and you know a good attitude for the most part to get us through it all.

SPEAKER_02

Awesome. Very helpful. Okay.

Deal Maker Mindset And Communication

SPEAKER_02

You've been wonderful, but I'm going to kind of close up with I want you to tell me what makes an attorney really great at a closing. What makes someone a deal maker instead of a deal killer?

SPEAKER_01

Yeah, I think that's a great question because I think attorneys, back to your attorney joke, could get they get a bad rap for being deal killers and very, you know, negative and kind of stalling everybody's vision. So I think a good, particularly a deal attorney, is somebody who isn't going to dig their heels in on things and, you know, mark up every piece of the contract, every line of the contract. There's somebody who's going to understand what the middle ground is and that, you know, there's risk on both sides of this transaction. Risk is not going to go away for either side completely. So I think it's somebody who understands how to find the middle ground and how to advise their clients so that their client knows that they're informed risk that they're taking because yeah, it doesn't go away. So it's just somebody who finds that middle ground and is easy to work with, easy to get in touch with, and is rather um responsive. Cause that can be, I know a hard part of a deal is also waiting on attorneys to answer you and turn drafts and do all of that stuff.

SPEAKER_02

Yeah, I mean uh super well stated. I think um in my experience, there's like a cadence. So let's say I have worked through an LOI and I'm gonna do a purchase and sale agreement. Um when I can use the standard bar form, I always encourage people, if it makes sense, to use it because we we can eliminate an attorney changing it. It's relatively fair to both buyer and seller. And so both people can go in feeling that they're somewhat protected legally. Um if not, and it happens plenty of plenty of times, if I'm ever dealing with a developer, you know, they're gonna send you their form. And I always tell my clients, I'm like, I wouldn't dare sign a developer's version of a purchase and sale agreement is written specifically for them. You need to hire an attorney to at least vet some of that out. Well, you're not sitting around twiddling your thumb. So when it hits your inbox, I don't know that you can turn it around that day, but when when it when you can turn it around in a week or two, it really helps. Once we start pressing out into like a month, the deal loses all this momentum. It's super hard. So um, so that's that's well stated. Someone who's the the part about being like responsive and and easy to get in touch with, I may be able to call you um and have a conversation that really helps the deal, even if you can't get to it in a week or two.

SPEAKER_01

Yeah, or just letting people know when you can get to it is usually helpful too.

SPEAKER_02

It is, it keeps the it keeps the deal moving. So that's that's well stated. Uh I love the middle ground part. Um, you know, as as a as a broker, I'm trying to do that too. I tell my clients a lot of times it's like if you're negotiating, it's important for you to pick what's most important and pay attention to that and not fight everything. Because you will kill a deal. Of course, one of my favorite stories to tell clients is there's two women, they headed to the kitchen and and there's a fruit bowl on the counter, and there's one orange left, and they both want the orange, and they start to argue over who saw it first and who should get it, and they sit down and they start to talk, and the first woman says, Well, I want the peel to bake a cake, and the second woman says, Well, I want to eat the orange, and so um they're both happy. And so when we can approach a negotiation with that in mind, sometimes it's like, how do we all win? And some people unfortunately will approach what they want to win and they want the other person to lose. And so it can be tough, but but finding that middle ground. So super well stated.

SPEAKER_01

I think that's one of the nice things at the end of the day about commercial real estate is that everybody wants the same thing. We're all trying to get to the same goal. It's not meant to be as adversarial as, you know, a lawsuit or litigation. Right. Um, so we're just trying to figure out how to get there. And, you know, when you've been doing it long enough, I think you understand innately where the middle ground is. You've seen it enough times, you've negotiated enough deals that you know, an attorney with uh some breadth of commercial experience is also a good thing to look for, kind of someone who will know innately what the middle ground is.

SPEAKER_02

I um I think it's amazing actually because I can see a lot of times in a negotiation on a lease, there'll be like a little bit of a log jam. And I let it all like I let the kind of the back and forth volley, and when that log jam hits, I'm always like, hey, we should have a call. And it's amazing, even just when we eliminate the email interactions and people just start talking, it's like, oh, I didn't realize that's what you meant.

SPEAKER_01

Yes. And uh yes, that's one of my favorite moves too, especially if we're close and we're going back and forth on like two things, and it's just pointless for me to waste my clients' money going back and forth with somebody who's clearly not understanding what I'm trying to get after. And usually, like you're saying, we can solve it on the phone and it humanizes people, you know, you're not just a computer screen. Absolutely. Emailing you contracts back and forth. Right. So, you know, it's it's helpful.

Closing Thoughts And Subscribe

SPEAKER_02

Well, again, thank you for taking the time to be on my podcast. Um, I will let you know when it comes available so you can watch it if you can stand that.

SPEAKER_01

I don't know if I'll be able to stand it.

SPEAKER_02

But really appreciate you. And um, thanks again.

SPEAKER_01

Yeah, thank you very much.

SPEAKER_02

Thanks for spending your time with us today. I really appreciate you being here. If you found this episode helpful, make sure to like, comment, and subscribe. And don't forget to hit the notification bell so you can unlock all of our content and never miss a beat. We've got a lot more conversations coming your way. And I'm excited to unlock even more of the commercial real estate industry with you in the next episode. We'll see you there.