Mara E Cushwa

Practice Areas

Real Estate Law

Environmental Law

Construction Law

Public/Private Partnership Law

Career

Mara Cushwa is a Partner and Co-Chair of Calfee’s Real Estate practice and has had responsibility for management and oversight of the practice for more than 10 years. Mara helps clients with their legal needs related to real estate transactions, development and finance.

Mara is experienced in representing businesses large and small, public and privately held, in real estate transactions, including real estate law aspects of mergers, acquisitions and divestitures. She works with corporations, nonprofits, government agencies, individuals and other entities as investors and landowners in connection with a broad range of development objectives.

Mara counsels clients through property acquisition and assembly, zoning and entitlements, enabling legislation, diligence, development and divestiture.

She represents lenders and borrowers in structuring, securing and documenting senior, mezzanine and construction loans.

Mara is experienced in commercial, office, retail, industrial and ground leasing.

She advises middle-market and smaller companies in creating entities for purposes of managing and investing in real estate. She has experience with private placements and investment syndications.

Mara counsels a diverse range of clients on issues involving real property and environmental diligence and compliance impacting real estate transactions, conservation easements, title insurance matters, construction and condominium law.

She has worked with hospital clients in connection with acquisitions, development, leasing, structured financings and medical condominiums.

Mara is experienced in representing hospitality industry and mining industry clients with sophisticated real estate and finance transactions.

She began her tenure with Calfee in 1990, and she was elected partner in 2000. Mara is a member of the firm’s Practice Planning and Growth Committee.

Professional Memberships

Urban Land Institute, Member

International Council of Shopping Centers, Member

American and Cleveland Metropolitan Bar Associations, Member

Case Western Reserve University Law Society of Benchers, Member

Recovery Resources, Member, Board of Directors and Strategic Space Planning Committee

LCLD Success in Law School, Cleveland, Mentor

College Now Greater Cleveland, Mentor

Private Scholarship Foundation, Adviser

Publications

Mara is sought out for her knowledge to provide article quotes and for speaking engagements by publications and conference hosts, including Inside Business and Lorman.

Expert in these Jurisdictions

Ohio

Experience

Serving as lead counsel to a private university in connection with its transformational gateway development project. The university's mixed-use, multi-stage development includes student residences, offices, and retail uses. Current work includes acquiring key frontage properties in a 1031-structured transaction and all related diligence including environmental covenants. Calfee is working with the client to facilitate permitting and approvals, contracts with project service providers, and analysis of retail leases and tenant relocations.

Representing a publicly traded, Fortune 500, consumer goods company in a portfolio of leasing, subleasing, divestitures, and joint venture transactions across the country. Specifically, we have represented the client on divestitures in two states and leasing and subleasing transactions in five additional states as well as with a joint venture agreement.

Serving as lead counsel to a West Coast real estate investment company client in its sale of a multi-story office building located in a Central Ohio business park.

Representing a publicly traded manufacturing company in connection with multiple acquisitions and divestitures of real estate optimizing its portfolio of owned and leased properties for its U.S. operations. Calfee performed all property diligence and negotiated and documented the purchase agreements to acquire manufacturing and office properties in Ohio in 2022, and Calfee is working on a site acquisition in North Carolina.

Serving as lead real estate counsel to a gaming and hospitality client. Calfee provides real estate portfolio services to the client relating to its historical office tower in the Midwest. Specifically, we negotiated and documented the client’s engagement with an international real estate company for leasing/marketing services and property management services. We represented the client as the landlord in connection with leases of office space by two unrelated Fortune 1000 companies.

Representing a publicly traded, Fortune 1000 company and its affiliated companies on the real estate aspects of various corporate and real estate acquisitions, divestitures, and leasing matters. Calfee’s work includes due diligence review, title, survey, property condition evaluations, easement agreements, and zoning analysis for owned real properties located in the U.S. Southeast and West Coast, and lease analysis involving properties throughout the United States. We also are negotiating new lease agreements and lease amendments for other related facilities as well as stock purchase agreements, membership interest agreements, and asset purchase agreements. We have represented the client and its subsidiaries in connection with several corporate transactions involving negotiating new leases and assignments of leases. We have represented a subsidiary company and its affiliated entities on a ground lease as well as various lease amendments, lease reviews, and other corporate real estate counsel in the United States and Canada.

Assisted a nonprofit healthcare organization with drafting contracts relating to the design and construction of a new 10,000-square-foot healthcare facility. To date, we have assisted with reviewing, negotiating, and drafting agreements with the architect for the project and the interior designer.

Represented a health care/insurance industry client in connection with the purchase out of foreclosure of its 13 story, historic, central business district headquarters bearing its name. The Company was tenant in the building following a sale leaseback transaction until the national landlord company was foreclosed on by its lender. Our work included representing the Company before the Court of Common Pleas with jurisdiction over the foreclosure, and in negotiating with the building owner, the receiver, counsel to the bank trustee for the CMBS bondholders, and with other debtholders pursuing interests in the office building. Assisted the client in performing diligence, advising its board, negotiating the purchase and sale agreement, and winning Court approval of the sale.

Represent a hospitality and gaming client and its family of companies in connection with a host of real estate transactions including the refinancing of more than $1 billion in syndicated, secured financing, the acquisition of a trio of central business district buildings including a historic structure that will be rehabilitated with historic tax credits and private financing resources, retail leases for nationally franchised restaurants. Also assisting the client with tax increment financing for the development of the trio of buildings.

Represented REIT in its acquisition of a three (3) building, fully tenanted office building portfolio. Assisted the client with the negotiation and documentation of all deal documents from the access and confidentiality agreement, to the purchase and sale agreement, the assumption of tenant leases, a joint venture agreement, and a property management agreement with a national property management firm. Assisted with all tenant, engineering, title, and survey diligence.

Representing a development team with a project to repurpose a historical site for the development and financing of a mixed-use apartment community in downtown Cleveland.

Representing a non-profit development corporation in connection with a joint venture project for the development of a new, urban affordable housing project utilizing low-income housing tax credits and governmental grant dollars.

Negotiated and documented all deal agreements including purchase and sale agreement, master lease, affiliate guaranty, lender consents, and operating company subleases for a recapitalization, sale-leaseback transaction involving a client’s sale of its R&D, manufacturing and office facility, and the triple net leaseback of the site; work included title, survey and site diligence.

Served as local counsel to a joint-venture hospitality client to solve zoning, entitlements, and title issues, as well as ground lease and parking rights assumption issues associated with a Cleveland hotel acquisition; and a hospitality joint venture in connection with the acquisition and financing for the redevelopment of a downtown Cleveland hotel property. Counseled the client on mortgages and subordination and inter-creditor agreements to address priority and security issues between public and private lenders and international investment fund investors.

Represented entrepreneurial client on the purchase, financing, and redevelopment and, ultimately, the sale of a boutique hotel property.

Represented designer, manufacturer, and marketer of swimwear on the negotiation and documentation of its lease for a 190,000 sq. ft. new chief assembly, distribution, and office facility.

Represented industrial mining client in connection with the acquisition of a resin manufacturing facility and a multi-parcel industrial complex; negotiated and documented the real estate purchase covenants, and counseled client through complex title and survey diligence, road vacation and site security matters, and the negotiation of lease and side track agreements with railroad.

Represented a transportation authority in connection with its development of a multi-modal transportation facility, office building, and retail complex. Negotiated and drafted a cooperative development and financing agreement and a long-term parking structure lease with the local city. Crafted requests for proposals for client use in engaging the property manager, drafted lease forms for the office and retail portions of the project, and facilitated the construction contracting process.

Represented non-profit client in connection with the subdivision of its campus and sale of developed and undeveloped parcels to medical industry users. Negotiated and documented declaration of easements, covenants and restrictions, shared parking, access and utilities easements and building restrictions.

Education