Heather Coldwell is a real estate and tax attorney who focuses her practice on commercial real estate transactions and state and local tax matters. She frequently works with clients on large single and multi-unit real estate acquisition, disposition, and other transactions across the nation in various industries, including healthcare, financial services, restaurants, and non-profits. She also has significant experience handling real estate matters in large-scale merger and acquisition transactions.
In addition, Heather advises and represents business, nonprofit, and individual clients in matters concerning state and local tax issues, including Washington-specific taxes (real estate excise tax, B&O tax, sales and use tax, and other taxes and assessments) and multistate tax management.
Large-Scale purchases and sales of real estate
- Represented real estate investment fund in sale of 1,000 site manufactured home communities located across three states.
- Representing real estate investment fund in negotiation of purchase and sale agreements, provide diligence support, and negotiate office and retail leases on behalf of the client, including a recent mixed use property in Dallas and bio-med property near Boston.
- Amicus representation in State Court of Appeals: Counsel to amicus curiae in a case involving B&O taxation of health care insurers.
- Analysis of state taxes for nonprofit organization: Completed a national analysis of state sales and use, income, property taxes and potential exemptions for a nonprofit organization.
- Real estate excise tax: Pursuing refund claims for tax paid on large partnership's distribution of properties based on exemption for transfers that do not trigger gain or loss for federal income tax purposes
- Led the real estate team in the client's acquisition of television stations in twelve markets.
- Managed the real estate aspects in the sale of a family-owned business, including on-going post-closing matters related to boundary line adjustments and environmental matters.
- Led the real estate aspects of a merger involving four dermatology practices.
- Real estate counsel to healthcare client in joint venture to operate express care centers.
- Led real estate diligence and landlord negotiations related to the sale of financial services client's sale of one of its branches of its business.
Food and Restaurant (deals and leasing)
- Represent restaurant client in entry into Yum! franchise with the acquisition of 125 sites in five states, followed by several additional multi-site acquisition deals. Advise and represent client in on-going real estate matters, including leasing, acquisition, and disposition.
- Represent food distributor in real estate acquisitions throughout the West, including Washington, California, Alaska, and Utah.
- Negotiate commercial restaurant leases on behalf of growing restaurant group.
- Represented the largest restaurant franchisee in the United States in leasing and large multi-unit acquisitions.
- Negotiate office leases in various states on behalf of national accounting firm.
- Represent bank in ground lease, build-to-suit, and in-line shopping center lease negotiations as tenant.
Admitted to Practice
J.D., University of Washington School of Law, 2010, with honors
- Associate Editor-in-Chief, Pacific Rim Law & Policy Journal
- Regional Finalist, ABA National Representation in Mediation competition
M.A., Anthropology, University of Denver, 2005, with honors
- Museum Consultant, Indonesia, University of Denver/Ford Foundation, 2003
- Intern, Peabody Museum of Archaeology and Ethnology, Harvard University, 2002
B.A., English, Willamette University, 1997, magna cum laude
Memberships & Affiliations
- Secretary and Board Member, Burke Museum Association, 2022- present
- Leadership Tomorrow, Class of 2018
- Summer Associate Coordinator, 2018-2021
- Food LifeLine Workplace Giving Coordinator, 2018-2020
- ArtsFund Workplace Giving Coordinator, 2014-2018
- Board Member and Co-Director of Lunch Seminars, Mother Attorneys Mentoring Association of Seattle (MAMAS), 2012-2015
- Member, Washington Women Lawyers
- ArtsFund Associate, 2014-2016
- Selected to a list of "Ones to Watch" in Real Estate Law (Seattle), Best Lawyers, 2022
- Summer Associate, Davis Wright Tremaine, Seattle, 2009
- Judicial Extern, Hon. Justice Mary Fairhurst, Washington State Supreme Court, Olympia, Wash., 2008
- Judicial Extern, Hon. Judge Robin Hunt, Washington State Court of Appeals, Division II, Tacoma, Wash., 2008