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Proskauer Rose's Real Estate Practice 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 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; real estate workouts and foreclosures; real estate reorganization transactions; 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; and real estate litigation.
Our real estate clients include, among others: Accor Business and Leisure, Babcock & Brown, Blackacre Capital, Boston Properties, Capmark Financial, CapitalSource, CBRE Investors, Citigroup, Colony Capital, Credit Suisse, DLJ Real Estate Capital Partners, Hines, J.D. Carlisle, The LeFrak Company, Legg Mason, The Lightstone Group, Lincoln Property, Marathon Real Estate Funds, Merrill Lynch, Minskoff Organization, The Moinian Group, Morgan Stanley, MSD Capital, the New York Jets, Petra Capital Management, The Related Companies, SL Green, Starwood Capital, Thor Equities, UBS, US Realty Advisors, Vornado Realty Trust, WSA Management, Winthrop Financial Associates and Wachovia Bank.
Chambers USA lists Proskauer's Real Estate Practice as top tier and describes its group as "being appreciated by clients for its straightforward structuring of transactions and quick congenial service."
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:
- Boston Properties in connection with its $3 billion acquisition of a portfolio of NYC office buildings from Macklowe Properties, including the General Motors Building.
- The Lightstone Group in connection with its $8 billion acquisition of Extended Stay Hotels from The Blackstone Group.
- Vornado Realty Trust in connection with its $700 million acquisition of the Manhattan Mall in Manhattan.
- Marathon Real Estate Opportunity Fund in connection with a $171 million acquisition of the 950-room Jacksonville Hyatt Regency.
- WSA Management in connection with the development of the Gansevoort South Hotel and Residences in South Beach, Florida.
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, syndicated loans 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, cross-border mezzanine financings, innovative preferred equity transactions and operating company revolving credit facilities. Among our financing clients are: Bank of Scotland, CapitalSource Finance LLC, CW Capital, Emigrant Savings Bank, Morgan Stanley, Petra Capital Management, Starwood Capital and Wachovia Bank.
Significant financing transactions include representing:
- Bank of Scotland in connection with a $925 million mortgage encumbering golf course communities in Arizona, Hawaii, New Mexico and Scotland.
- GMAC Commercial Mortgage Corp. in connection with a ff 3 billion mortgage encumbering French office buildings.
- Morgan Stanley in connection with a $161 million mortgage encumbering a supermarket portfolio in three states.
- Wachovia Bank in connection with a $1.51 billion mortgage and mezzanine financing secured by an office portfolio located in California.
- Wachovia Bank in connection with a $1.1 billion mortgage and mezzanine financing secured by an office building located in New York
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.
- Hermes, as tenant, in connection with its leasing of retail properties in the United States.
Real Estate Development and Construction
We represent national and regional real estate owners and 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, developers, 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 Coalco, DLJ Real Estate Capital Partners, Hines, J.D. Carlisle, Lincoln Property, The Moinian Group, the New York Jets, Vornado Realty Trust, and WSA Management.
In addition to our representation of real estate developers, we are leaders 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 mechanic's liens and waivers.
Recent development and construction projects include representing:
- Hines in connection with the development of a mixed use complex connected to the Museum of Modern Art in midtown Manhattan.
- J.D. Carlisle 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.
- Office Depot in connection with the development of its 625,000 square foot global headquarters in Boca Raton, Florida.
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, 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 $1.15 billion institutional real estate fund.
- Thor Equities in connection with the formation of a $375 million institutional real estate fund.
- TriLyn/Investcorp in connection with the formation of $150 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 center 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.
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 (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 $2.5 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 will be 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.
- 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.
- Kerzner International in its sale of Resorts International Casino-Hotel in Atlantic City, New Jersey.
- 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.
- Thor Urban Operating Fund in connection with its $300 million acquisition of The Palmer House Hotel from Hilton Hotels located in Chicago.
Restructurings and Workouts
We represent a wide range of clients in both formal bankruptcies and out-of-court restructurings of troubled real estate investments. Our clients include U.S. and international financial institutions, pension and investment funds and other organizations with substantial real estate holdings that find themselves in need of disposing of or otherwise restructuring their holdings. We represent clients regardless of their position in a transaction, whether lender, loan servicer, joint venture partner, investor or developer. Working closely with lawyers in our bankruptcy, tax, corporate and litigation practice, our real estate finance lawyers represent clients in the acquisition and workout of large loan and asset portfolios, restructuring real estate debt at every level, including mezzanine financings and preferred equity, and receiverships, foreclosures and bankruptcies.
Our experience in the origination of large multi-tranched mortgage and mezzanine financings has made us one of the nation's leaders in the workout of complex structured debt financings involving multiple classes of mortgage lenders and mezzanine lenders. Recent workout and restructuring include representing:
- DLJ Real Estate Capital Partners in connection with its acquisition of $110 million distressed first mortgage indebtedness on the San Juan Ritz Carlton from the Puerto Rican government, its foreclosure of the debt and acquisition of the property in the Chapter 11 reorganization of the hotel's owner, its negotiation of a new hotel management agreement with Ritz-Carlton, its subsequent financing of the property, and its ultimate sale of the property.
- A real estate hedge fund in the restructuring of a $650 million mortgage and multiple mezzanine loans relating to a condominium conversion in New York City.
- A mortgage lender in connection with numerous mortgage loans encumbering properties located throughout the United States and Mexico.
- A mortgage lender in connection with the restructuring of a credit facility with an outstanding balance in excess of $1 billion relating to lifestyle development projects throughout the United States.
- A mortgage lender in connection with the restructuring of a $20 million mortgage loan encumbering a golf course property in the Southeast United States.
- An institutional B noteholder in connection with the workout of a $170 million construction loan on a property in Boston, Massachusetts.
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 cutting 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.
- Vornado Realty Trust in connection with ICIP tax exemption and deferral recapture issues in connection with the Manhattan Mall.
- SL Green Realty Trust in the development of projected future tax impacts for New York metro area assets.
- The owners of a HUD-regulated affordable housing project in seeking recognition of statutory restraints on taxable value.
- Various property owners in connection with the New York City Council committee studying the taxation policies being applied to cooperatives and condominiums.
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