Grace Winters Headshot
Grace Winters
+1.949.517.1396

Overview

Grace Winters is a real estate attorney in Holland & Knight's Newport Beach office. Ms. Winters focuses her practice on acquisitions, dispositions, joint ventures, development, ground leasing, commercial leasing, financing, construction, exchanges and other transactions involving real property across all asset classes.

Ms. Winters works closely with clients' business and legal teams to lead and manage major real estate transactions, regularly collaborating with their internal risk management, compliance and operations departments, as well as outside legal experts, third-party operators, investors, lenders, developers and consultants.

Ms. Winters represents property owners, developers, capital providers, landlords, tenants and investment fund managers in a variety of complex transactions throughout the United States, including acquiring, financing and developing real property for large-scale multifamily, commercial, office and industrial projects. She has significant experience negotiating and successfully closing purchase and sale agreements, joint venture agreements, commercial and ground leases, development agreements, construction contracts, property management agreements, as well as covenants, conditions and restrictions (CC&Rs) and related ancillary transaction documents. She has also served as real estate counsel on various corporate mergers and acquisitions (M&A) transactions.

In addition, Ms. Winters regularly advises clients on matters relevant to affordable multifamily housing projects, including negotiating with various local, state and federal regulatory authorities in connection with the acquisition, disposition, financing and management of such properties.

Prior to joining Holland & Knight, Ms. Winters was an attorney at a national law firm in its Orange County office.

Representative Experience

  • Represented one of the nation's largest investment management firms, with more than $2 trillion in assets under management, in its joint ventures across the country, including 1) a joint venture of property in Pennsylvania for development of a five-story wood frame mid-rise modular multifamily project consisting of 149 units and approximately 1,600 square feet of retail space, as well as the negotiation of the ground lease and a two-phase construction contract for the manufacturing of modular components for project off-site and delivery of modular components and construction of the project on-site; 2) a joint venture for development of a multifamily project in Palmdale, California, containing a 308 unit multifamily complex and a 36-unit townhome development; 3) a joint venture with a Texas developer for the acquisition and construction of a mixed-use project featuring 283 multifamily units and retail space in Austin, Texas; 4) a joint venture with a Northern California-based real estate firm for the acquisition and development of a 388-unit multifamily and mixed-use retail project in Arlington, Virginia; 5) a joint venture with a Newport, California-based developer for development of an approximately one-million-square-foot logistics center in Visalia, California, for an international technology and consumer goods distribution company; and 6) a series of joint venture agreements with a national residential developer in connection with four development deals in Nashville, Tennessee, and Austin, Texas, encompassing approximately 1,500 multifamily units and ancillary retail and parking
  • Represented a family-owned commercial real estate company in a 99-year ground lease for the development of its approximately 7-acre property located in Santa Ana, California, including selecting a developer as well as addressing complex structuring, title, financing and development issues over the course of a more-than-five-year development process
  • Represented a public university in San Marcos, California, with the negotiation of a public-private partnership (P3) arrangement to develop an extended learning facility for the university to construct a building with retail on the lower floors that will be owned by the developer, along with classroom and educational space on the upper levels that will be owned by the university
  • Represented a private equity firm with investment strategies in media, real estate, venture capital and other alternative assets in its recapitalization of an office building in Santa Monica, California, a deal valued at more than $120 million; recapitalization was achieved by means of the purchase of a 50 percent equity interest in the project by a fund sponsor based in Washington, D.C.; negotiated the purchase and sale agreement and the joint venture agreement, as well as the assumption of the existing loan
  • Represented the sponsor/asset management firm in connection with: 1) an approximately $20 million acquisition of a hotel in Austin, Texas, and its repurposing as an apartment project; and 2) five Austin-area deals that were negotiated as a joint venture relationship at the sponsor/operator level and prepared partnership agreements for the syndication of the transactions
  • Represented an investment management and development firm with more than $2 billion in assets under management, focused on urban multifamily real estate, in connection with 1) the purchase of properties located in Gardena, California, Costa Mesa, California, and Irvine, California, each involving the negotiation of purchase agreements contemplating complex entitlement processes as closing contingencies and analysis of underlying development rights and obligations, title, zoning and survey issues; and 2) financing and refinancing of construction and acquisition loans for property in California and Oregon, including complex cross-collateralization and related title issues
  • Represented a private team of investors in the pursuit and development of property in Guam for residential development, including negotiation of initial pre-development funding arrangements and structuring of the land contribution investment by property owner

  • Advised on a series of joint venture agreements with a Canada-based development company for the development of several industrial warehouses totaling approximately 470,000 square feet in Gilbert, Arizona
  • Advised on an acquisition of property and negotiation of a development management agreement for approximately 175,000 square feet of small-box industrial buildings in Jurupa, California

  • Advised on the acquisition and financing of multifamily affordable properties across the U.S. and obtaining related consents and approvals from state and local regulatory authorities, including notable California acquisitions of a 261-unit multifamily affordable housing project in Anaheim, a 360-unit multifamily affordable housing project in Corona, a 236-unit multifamily affordable housing project in San Francisco, a two-property portfolio of 297 multifamily affordable units in Novato, and a seven-property portfolio of 1,152 multifamily and senior units in the Sacramento area
  • Advised on the refinancing of existing debt for multifamily properties across the S., including properties in California, Virginia, Florida, Texas and Maryland – collectively, approximately $100 million of new debt
  • Advised on the pre-development financing, development joint venture and property management arrangements for a 382 unit affordable housing project in San Francisco
  • Advised on the disposition of multifamily affordable properties across the U.S., including the sale of a 184-unit multifamily affordable housing project in Ypsilanti, Michigan; a 304-unit multifamily housing project in Orlando, Florida; a 212-unit multifamily affordable housing project in Sacramento, California; and a 176-unit multifamily affordable housing project in Naples, Florida
  • Advised on the recapitalization of multiple existing close-ended investment funds into a single master open-ended investment fund as part of streamlining the long-term investment strategy, coordinating consents and approvals of state and local regulatory authorities and lenders with respect to approximately 25 properties, and organizational restructuring (including multiple real estate investment trust (REIT) formations and preferred shareholder offerings)
  • Advised on the acquisition and financing of a 669-unit multifamily affordable housing project located in Los Angeles, including negotiation of a partnership agreement with the Housing Authority of the City of Los Angeles (HACLA), establishing an ownership structure sufficient to pursue a new welfare tax exemption for the project, a regulatory agreement for the project with HACLA as the regulatory authority and a subordinate loan agreement and related documents with HACLA as the lender
  • Advised on the structuring and negotiation of a property management joint venture, pursuant to which a new property management company was established to manage a portfolio of affordable multifamily properties in Georgia, North Carolina and Virginia, including pursuit of broker's licensing and qualification in such states

  • Advised on several transactions in California involving the transfer to the affordable developers of a portion of the larger master planned single-family development projects, including purchase and sale agreements for the transfer of the affordable component of the projects and partnership arrangements with the affordable developer to ensure satisfaction of the entitlement requirements for the larger development to proceed
  • Advised on the aggregation of eight separate development parcels pursuant to purchase agreements with six separate sellers, including master and subordinate purchase arrangements, for development of a master planned single-family development project in Northern California

Credentials

Education
  • UCLA School of Law, J.D.
  • UCLA, B.A., cum laude
Bar Admissions/Licenses
  • California
Memberships
  • Law360 Editorial Advisory Board, Real Estate, 2021
  • Commercial Real Estate Women (CREW) Orange County, 2020-2025
  • Center for Leadership, Urban Land Institute (ULI) Orange County/Inland Empire, 2024-2025
Honors & Awards
  • Orange County Visionary, Los Angeles Times, 2024
  • Women in Real Estate, Connect CRE, 2024
  • Commercial Real Estate Professional Services Advisor Visionary, Los Angeles Times, 2024
  • Chambers USA – America's Leading Business Lawyers guide, Real Estate - California: Southern, 2022-2024; Real Estate - California: Southern (Up & Coming), 2021
  • Orange County Visionary, TimesOC, 2022-2023
  • Rising Star, California Super Lawyers magazine, 2016-2020
  • Outstanding Young Lawyer, Los Angeles County Bar Association, Real Property Section, 2017

Publications

Lessons From Failed Calif. Bill Protecting Small Biz Tenants
Law360
June 23, 2023
CDC's Eviction Ban and the Burn-Off of Eviction Moratoria
Daily Journal
September 14, 2020
Unlocking the Value of College Real Estate
Inside Higher Ed
July 27, 2020
5 Commercial Real Estate Trends Worth Watching
Law360
February 18, 2022
A Closer Look at California's AB 3088
GlobeSt.com
September 4, 2020
State Assembly to Vote on Bill to Bolster Borrower, Tenant Protections
Daily Journal
June 19, 2020

Speaking Engagements

Approaches to Sustaining Affordable Multifamily Housing

Panelist / California Housing and Community Development Conference / December 3, 2024

Acquisitions 2025 & What Are the Biggest Challenges Getting Deals Across the Finish Line?

Moderator / IMN Southern California Middle-Market Multifamily Forum / September 26, 2024

Finance, Real Estate, Compliance, Retirement and Longevity, and More…What's the Business Outlook for Your Industry for the Rest of 2023 and Beyond?

Panelist / C-Sweet Chicago Executive Networking Event / June 8, 2023

Value in Multifamily

Moderator / IMN Real Estate Family Office and Private Wealth Management Forum / June 1, 2023

What You Need to Know: COVID-19's Implications for Businesses with Real Estate Concerns

Association of Corporate Counsel (ACC) Webinar / April 16, 2020

Opportunities in Distressed CRE/Special Situation Financing: Positioning for a Windfall?

Moderator / IMN Winter Forum on Real Estate Opportunity and Private Fund Investing / January 23, 2020
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News

Holland & Knight Conducts 2025 Joint Venture Challenge Competition

Press Release / March 26, 2025

Holland & Knight Expands Real Estate Section with Addition of Grace Winters in Newport Beach

Press Release / February 18, 2025
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