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Proskauer Rose's real estate group includes more than 40 attorneys who handle complex real estate transactions worldwide for a broad spectrum of clients, such as institutional and specialty lenders, developers, private equity real estate funds, investment banks, pension funds, domestic and foreign investors, REITs, sports stadium owners and corporate owners of real estate. For more information about this practice area, contact:
Our clients include: Accor Business and Leisure, Babcock & Brown, Barclays Real Estate Capital, Inc., Blackacre Capital, Boston Properties, Capmark Financial, CapitalSource, CBRE Investors, Citibank, Colony Capital, Credit Suisse, DLJ Real Estate Capital Partners, Hines Interests Limited Partnership, The LeFrak Company, The Lightstone Group, Lincoln Property Company, Marathon Real Estate Funds, Merrill Lynch, Minskoff Organization, The Moinian Group, Morgan Stanley, MSD Capital, Petra Capital Management, The Related Companies, SL Green, Thor Equities, US Realty Advisors, Vornado Realty Trust, Winthrop Financial Associates and Wachovia Bank.
Our attorneys work on transactions across all sectors of the real estate business, including acquisitions and dispositions; development, management and construction of commercial, industrial, residential, hospitality and mixed use properties; joint ventures; the formation of real estate funds; the public and private offering of debt and equity real estate securities; senior and mezzanine financing transactions; leasing on behalf of landlords and major tenants; real estate litigation; real estate workouts and foreclosures; and real estate reorganization transactions.
Chambers USA lists Proskauer's real estate practice as top tier "with a trove of impressive clients" and "a deep bench of very accommodating friendly attorneys." In addition, America's Leading Lawyers for Business 2007 recognizes the practice as a leader in the United States.
Acquisitions and Dispositions
Traditional real estate acquisitions and dispositions are an integral part of our real estate practice. Our group has been involved in many high profile transactions, such as our representation of:
- The Lightstone Group in connection with its $8.0 billion acquisition of Extended Stay Hotels from The Blackstone Group.
- Vornado Realty Trust in connection with its $700.0 million acquisition of the Manhattan Mall in Manhattan.
- Affiliates of The Related Companies and SL Green in connection with the $1.0 billion acquisition of the United States Patent and Trademark Office located in Alexandria, Virginia.
- Marathon Real Estate Opportunity Fund in connection with a $171.0 million acquisition of the 950-room Jacksonville Hyatt Regency.
- Vornado Realty Trust in connection with the $540.0 million acquisition of 350 Park Avenue.
Real Estate Finance
We have built a premier real estate finance practice that specializes in complex and highly structured financing transactions. Our lawyers represent numerous institutional lenders and borrowers in financings that encompass whole loan originations, structured finance, CMBS, mezzanine debt, loan participations, preferred equity, A/B note structures, workouts and restructurings, "corporate" credit facilities to real estate funds and companies, and U.S. and foreign distressed debt portfolio financing. Our lender representations include the financing of the tender offer of real estate limited partnership interests, secured loans to opportunity funds, cross-border mezzanine financings, innovative preferred equity transactions and operating company revolving credit facilities. Among our financing clients are: Bank of Scotland, Barclays Real Estate Capital, Inc., CapitalSource Finance LLC, CW Capital, Emigrant Savings Bank, Morgan Stanley, Petra Capital Management and Wachovia Bank, National Association.
Commercial Leasing
Our group has cultivated a powerful, national leasing practice that regularly handles major retail and office lease transactions. We are also at the forefront of leasing innovation as the first major law firm in the United States to integrate document assembly technology into our leasing practice. Using this patented technology, we can produce a draft of a complex lease in a matter of hours.
Significant leasing transactions include representing:
- Vornado Realty Trust, as landlord, in connection with a 350,000 square foot lease to The Limited at 1740 Broadway, New York City.
- ABN AMRO, as tenant, in connection with a 150,000 square foot lease at 7 World Trade Center.
- Darby & Darby, as tenant, in connection with a 80,000 square foot lease at 7 World Trade Center.
- Giorgio Armani, as tenant, in connection with its lease of its flagship retail store on Fifth Avenue in Manhattan.
Real Estate Development and Construction
We represent national and regional real estate developers in all stages of the development process, from land acquisition and assemblage to the acquisition of development rights, arranging senior and subordinate construction financings, forming joint ventures, preparing and negotiating contracts with architects, engineers, property managers, brokers and construction companies, and arranging for dispositions and permanent financings. We have advised on the development of major office buildings, complex mixed-use projects, substantial residential projects, hotels, retail centers, and sports stadia. Significant clients include Vornado Realty Trust, Hines Interests, JD Carlyle, Lincoln Properties, Coalco and The Moinian Group.
In addition to our representation of real estate developers, we specialize in representing and advising corporate and institutional clients in the private, public and non-profit sectors regarding construction matters from project conception through completion, including design and construction contract preparation, term negotiation and contract enforcement. We have experience in custom and industry standard form contracts, including fixed price, cost plus and guaranteed maximum price (GMP) formats, and construction project delivery options, such as design/build, general contractor, construction management and turnkey methods, as well as issues relating to bidding documents, performance, payment and completion guarantees, and mechanics liens and waivers.
Recent development and construction projects include representing:
- The Moinion Group in connection with its development of a W Hotel on Washington Street in Manhattan.
- Hines in connection with the development of a mixed use complex connected to the Museum of Modern Art in midtown Manhattan.
- JD Carlyle and DLJ Real Estate Partners in connection with the development and construction of a 45-story mixed-use hotel and retail property located at 6th Avenue and 29th Street in Manhattan.
- Vornado Realty Trust in connection with the development of The Bloomberg Tower, a mixed-use condominium located on Lexington Avenue in Manhattan.
- The New York Jets in connection with the design and construction of a 82,000 seat National Football League Stadium on the site of the existing Giants Stadium at the Meadowlands, New Jersey and the new training facility in Florham Park, New Jersey.
Real Estate Capital Markets
A substantial portion of our practice includes representing issuers, underwriters, and public and private equity investors in evaluating opportunities and structuring and executing capital market transactions involving real estate companies and funds. Our roster of clients includes public real estate companies and REITs, underwriters of real estate securities, institutional principal investors, institutional principal investors, real estate funds and their sponsors, pension advisors, hedge funds and national owners and developers in all stages of investing - growth capital, mature private equity, public debt and equity, management buyouts, and other leveraged acquisitions and recapitalizations of successful and less successful companies, and other special situations.
Recent transactions include representing:
- DLJ Real Estate Capital Partners in connection with the formation of a $1.150 billion institutional real estate fund.
- Thor Equities in connection with the formation of a $375.0 million institutional real estate fund.
- TriLyn/Investcorp in connection with the formation of $150.0 million institutional real estate fund.
- Longwing Real Estate Ventures, the principal investor in Formation Capital, in connection with the sale of a portfolio of nursing homes to General Electric Capital Corp. for $1.2 billion.
- Kramont Realty Trust, a real estate investment trust specializing in shopping centers acquisitions, management, leasing and development, in its $1.25 billion merger with Centro Watt America REIT III L.L.C., an affiliate of Melbourne, Australia-based Centro Properties Limited.
- Related Capital, a prominent real estate financial services company specializing in investments in multifamily housing, in the acquisition of Related by CharterMac, for $338 million in cash and securities.
- Rockefeller Group International, Inc., a wholly owned subsidiary of Mitsubishi Estate Company, Ltd., in the acquisition of a substantial interest in CommonWealth Partners, forming a new real estate investment management partnership. CommonWealth, a Los Angeles-based real estate investment management and development firm, is one of the office investment partners of the California Public Employees Retirement System, known as CalPERS, with approximately $1.5 billion under management.
- CWCapital Investments LLC and its affiliate, CDP Capital-Financing Inc., a subsidiary of Caisse de depot et placement du Quebec, in connection with its $328.0 million acquisition of CRIIMI MAE, Inc., a commercial mortgage company structured as a public REIT.
- Atlantic Realty Trust, a REIT, in connection with its merger with and into Kimco Realty Corporation in consideration for approximately $82.5 million in Kimco stock.
- Wachovia in connection with the purchase, sale and participation of dozens of real
estate loans.
We also regularly advise on the public and private offerings of REITs. Our group's involvement with REITs includes offerings for Citigroup, Legg Mason, Lightstone and Merrill Lynch.
Lodging and Gaming
We have long been recognized in the legal and business communities for our significant experience and impact in the lodging and gaming industry. Our lawyers are active in lodging and gaming mergers and acquisitions (representing clients such as Colony Capital, Kerzner, Accor, Intercontinental Hotels, Thor Equities and the DLJ Real Estate Funds), the negotiation of long-term management contracts almost exclusively on first-class, luxury and super-luxury properties (representing clients such as Pivotel, AEW, Thor Equities and the DLJ Real Estate Funds), hotel development (including the development of the Gansevoort hotel chain and redevelopment of the Diplomat Hotel), the financing of lodging and gaming properties (representing clients such as Wachovia), as well as creation of mixed-use developments and branded properties (including condominium hotels, fractional ownership product, destination clubs and branded residential real estate).
Lodging and gaming transactions in which we have been involved include:
- Representing Baha Mar Development Company in connection with a $2 billion joint venture with Harrah's to develop a project located in Cable Beach, Nassau, The Bahamas, to be operated by Starwood Hotels & Resorts Worldwide. This project, located in Cable Beach, The Bahamas, is the Caribbean's largest single-phase destination resort, including a St. Regis, a Westin, a W Hotel, a Caesars Palace Hotel and Casino, as well as a retail village, golf course and other facilities.
- Representing Apollo Real Estate Advisors in its sale to Ian Schrager Hotels of interests in the Royalton (New York), Morgans (New York), Delano (Miami), and Clift (San Francisco) hotels.
- Representing Kerzner International in its:
- sale of Resorts International Casino-Hotel in Atlantic City, NJ
- sale of real estate to an affiliate of Colony Capital in connection with the expansion of the Resorts International Casino-Hotel in Atlantic City, NJ
- mezzanine credit facilities relating to the development of a six-star resort in the Maldives
- Representing Accor, S.A. in connection with its $1.32 billion sale of Red Roof Inns to Citi Global Special Structuring Group and Westbridge Hospitality Fund.
- Representing Thor Urban Operating Fund in connection with its $300.0 million acquisition of The Palmer House Hotel from Hilton Hotels located in Chicago.
Restructurings and Workouts
We also advise on restructurings, workouts and reorganizations, both inside and outside of bankruptcy, for lenders and borrowers such as DLJ Real Estate Funds, Capmark Financial, Petra, Babcock and Brown and Wachovia. We represented DLJ Real Estate Capital Partners in connection with its acquisition of the $110 million first mortgage indebtedness on the San Juan Ritz Carlton, and its acquisition of the San Juan Ritz Carlton in the Chapter 11 reorganization case of the hotel's owner, Green Isle Partners Ltd., S.E., through a Chapter 11 Plan which resolved creditor claims and lawsuits asserting liabilities totaling upwards of $200 million, and the negotiation of a new hotel management agreement with Ritz-Carlton.
Tax Certiorari
Another practice strength is our Tax Certiorari experience representing commercial, retail, hotel and residential property owners in administrative and judicial proceedings protesting real property assessments in New York City and throughout the nation. We negotiate and obtain valuable tax incentives and exemptions for owners and developers, such as those emanating from the ICIP, as well as advising on the real estate tax structures in PILOT agreements for important sites. We advise potential purchasers and developers on anticipated long-range property tax impacts subsequent to acquisition, development and lease-up. We also work with notable industry groups, such as the Real Estate Board of New York, on leading edge real estate tax reforms. Recent real estate matters include:
- Representing the owners of 140 Broadway in Lower Manhattan in obtaining relief from a major proposed tax increase.
- Advising Vornado Realty Trust in connection with ICIP tax exemption and deferral recapture issues in connection with the Manhattan Mall.
- Advising SL Green Realty Trust in the development of projected future tax impacts for New York metro area assets.
- Testifying before the New York City Council committee studying the taxation policies being applied to cooperatives and condominiums.
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