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Heather A. Coldwell

Counsel

T 206.757.8279 Seattle
 
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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.

Tax Matters

  • 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

M&A Deals

  • 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.

Leasing

  • 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

  • Washington, 2011

Education

  • 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

Professional Recognition

    • Selected to a list of "Ones to Watch" in Real Estate Law (Seattle), Best Lawyers, 2022

Background

    • 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 
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