Thomas J. Henry

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8750
F 212 728 9750
thenrywillkie.com

Thomas J. Henry is a partner and Chair of the firm's Real Estate Department. Thomas has been the lead lawyer on some of the country’s largest and most high-profile commercial real estate transactions in recent years.  Thomas has experience in representing domestic and foreign real estate companies, funds, and institutional lenders and investors in acquisitions and dispositions, financings, joint ventures, restructurings, and leasing and development transactions, both in the United States and internationally involving all primary real estate sectors. On behalf of these clients, he regularly negotiates related REIT and securitized financing agreements, construction, mortgage and mezzanine loan agreements, partnership and limited liability company agreements, property management agreements, construction and development agreements, contracts of sale and complex commercial leases.

Chambers USA (2016) ranks Thomas among the leading individuals practicing in real estate in the United States. In 2015, he was named a Law360 “MVP” in Real Estate for the second consecutive year. He had previously been one of only five attorneys nationwide to be profiled by Law360 as a "Rising Star" in the area of Real Estate in 2012.  Additionally, in January 2015 Law360 once again named Willkie as one of its “Real Estate Groups of the Year,” and Thomas was selected to serve on Law360’s Real Estate Editorial Advisory Board.

Highlights

Thomas J. Henry is a partner and Chair of the firm's Real Estate Department. Thomas has been the lead lawyer on some of the country’s largest and most high-profile commercial real estate transactions in recent years.  Thomas has experience in representing domestic and foreign real estate companies, funds, and institutional lenders and investors in acquisitions and dispositions, financings, joint ventures, restructurings, and leasing and development transactions, both in the United States and internationally involving all primary real estate sectors. On behalf of these clients, he regularly negotiates related REIT and securitized financing agreements, construction, mortgage and mezzanine loan agreements, partnership and limited liability company agreements, property management agreements, construction and development agreements, contracts of sale and complex commercial leases.

Chambers USA (2016) ranks Thomas among the leading individuals practicing in real estate in the United States. In 2015, he was named a Law360 “MVP” in Real Estate for the second consecutive year. He had previously been one of only five attorneys nationwide to be profiled by Law360 as a "Rising Star" in the area of Real Estate in 2012.  Additionally, in January 2015 Law360 once again named Willkie as one of its “Real Estate Groups of the Year,” and Thomas was selected to serve on Law360’s Real Estate Editorial Advisory Board.

Selected Significant Matters

Thomas has represented the following clients in transactions closed in 2011-2016:

  • A family business in its 2016 sale of its interest in 817 Broadway, a 140,000-square-foot commercial building located at the corner of East 12th Street in Manhattan’s Greenwich Village.
  • Paramount Group in its 2016 $850 million mortgage financing of 1301 Avenue of the Americas.
  • Paramount Group, Inc. in the 2016 issuance of mezzanine financing secured by interests in 44 Wall Street, a 289,000-square-foot, 23-story office building owned by The Blackstone Group.
  • St. John's University in its 2016 sale of its 170-acre Oakdale property to Amity University.
  • Hudson’s Bay Company in its 2016 $400 million mortgage refinancing of the Lord & Taylor flagship property in New York City.
  • Colony Capital, Inc. in its 2016 $17 billion merger of equals with NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. to create Colony NorthStar, Inc., with $58 billion of assets under management.
  • Paramount Group, Inc. in its 2016 $500 million refinancing of 31 West 52nd Street.
  • Hudson’s Bay Company in its 2015 $1.8 billion real estate-focused joint venture with Simon Property Group.
  • Paramount Group, Inc. in its $2.6 billion initial public offering in 2014, the largest REIT initial public offering in U.S. history.
  • Colony Financial, Inc. in its 2014 $1.6 billion acquisition of Cobalt Capital Partners and its highly diversified portfolio of 256 primarily light industrial assets.
  • Hudson’s Bay Company in its 2014 $1.25 billion CMBS financing deal secured by its flagship Saks Fifth Avenue store property in New York City.
  • Paramount Group, Inc. in its joint venture with a prominent Israeli insurance company and negotiation of a co-investment with the PA State Employees Retirement System, in connection with Paramount’s 2014 acquisition of 50 Beale Street, a Class A office building located in San Francisco.
  • Paramount Group, Inc. in its 2014 sale of 49% interest in San Francisco’s One Market Plaza to Blackstone, and related joint venture.
  • Jiaming Investment (Group) Co., Ltd. in its 2014 joint-venture with Tishman Speyer for the development of a 2.9 million square foot commercial building located in Manhattan’s Hudson Yards district.
  • Lantern Asset Management and the ownership group in Montage Hotels & Resorts’ addition of Montage Kapalua Bay in Maui to its luxury hotel collection.
  • St. John’s University in the sale of its Manhattan campus property at 101 Murray Street to a joint venture of New York City real estate firms Fisher Brothers and The Witkoff Group.
  • Paramount Group, Inc. in connection with its $1.6 billion recapitalization of its majority interest in its 1633 Broadway office tower.  In what the Wall Street Journal noted was the largest office sector recapitalization deal of 2011, the company increased its equity stake in the property to 75 percent.  The 2.5 million- square-foot Class A office tower, which serves as Paramount Group’s headquarters, is one of the most significant office towers in the Times Square area.
  • Paramount Group, Inc. and Colony Capital LLC in the formation of a joint venture for purposes of making a $125 million preferred equity investment in connection with the acquisition of One Court Square, a 1.5 million square-foot, 50-story office property located in Long Island City, New York.
  • An international investment firm and its affiliates in connection with a joint venture with an affiliate of Rosemont Realty to acquire two office buildings located in Dallas for $80 million.
  • Paramount Group, Inc. in its disposition of Candler Tower located at 220 West 42nd Street.
  • Paramount Group, Inc. in its take over of sole ownership of 900 Third Avenue office tower upon its buyout of partner Investa Office Fund.
  • Sunrise Senior Living, Inc. in the purchase and sale agreement and new joint venture for 40 percent ownership interest in 29 Sunrise-managed properties, including the negotiation of the $435 million CMBS mortgage and mezzanine financing provided by a Goldman Sachs affiliate in connection with the transaction.
  • An affiliate of a preeminent investment fund on its acquisition of the construction loan for the Trump Hollywood, a 200-unit, 41-story oceanfront luxury condominium in Hollywood, Florida (including its subsequent foreclosure on the building and assumption of ownership).
  • Bloomberg L.P. in one of the largest New York office lease deals of the year — the negotiation of a lease of over 400,000 square feet of additional office space at 120 Park Avenue to accommodate Bloomberg’s rapid growth.
  • Allianz Life Insurance of North America, the insurance giant, in its sale of a 7.97 million-square-foot portfolio of industrial assets in the central New Jersey, Chicago, Dallas, Atlanta and Columbus markets to an affiliate of KTR Capital Partners.
  • Colony Financial, Inc., a publicly traded real estate investment trust affiliated with Colony Capital, Inc., in its acquisition and restructuring of a $60M mortgage loan secured by two mixed use spaces in Manhattan.
  • Private equity fund sponsors in connection with the workout of the mortgage loans secured by the Las Vegas Hilton, the Atlantic City Hilton and a portfolio of casino/hotels in Mississippi.

In addition Thomas has represented the following clients in transactions prior to 2011:

  • A number of public and private investors in restructurings, recapitalizations and distressed investing opportunities, including:
    • Brookfield Asset Management in its investment in General Growth Properties.
    • A consortium of major private equity funds in connection with the restructuring of their debt relating to the Meadowlands Xanadu shopping and entertainment center.
  • Citigroup with respect to its position in the $6.5 billion CMBS and mezzanine loan to Harrah’s.  In addition, Mr. Henry represented Citigroup in the Extended Stay portfolio auction in connection with its publicly announced $880 million mortgage loan commitment to the consortium led by Starwood Capital.
  • Bloomberg L.P. in significant real estate acquisitions, developments and lease transactions, nationally and internationally, including in California, New Jersey, Washington, D.C., London, Beijing, Tokyo and Sydney.
    • Thomas represented subsidiaries of Bloomberg Inc. on the acquisition of a site for the construction of a new office building in the City of London financial district that will be the company’s European headquarters.  Two buildings will be constructed, with one larger than 500,000 square feet and the other being a speculative office building development.
  • Paramount Group, Inc. in numerous sales and acquisitions, including its acquisition of 1301 Avenue of the Americas, the $1 billion sale of 1177 Avenue of the Americas, the sale of Financial Square in downtown Manhattan, the acquisition of a 50 percent interest in One Market Plaza in San Francisco, and the $820 million sale of 1540 Broadway (Bertelsmann Building).
  • Colony Capital in its acquisition (with Messrs. Fertitta) of Station Casinos, Inc. in a deal valued at approximately $9 billion, including debt.
  • The Mills Corporation in its $1.64 billion agreement to be acquired by a joint venture between Simon Property Group Inc. and funds managed by Farallon Capital Management LLC — a deal with a total transaction value of $7.9 billion.
  • The Mills Corporation in the $981 million sale of its interest in three retail malls — Vaughan Mills (Ontario, Canada), St. Enoch Centre (Glasgow, Scotland) and Madrid Xanadú (Madrid, Spain) — to Ivanhoe Cambridge, Inc.
  • The Mills Corporation’s refinancing of its approximately $1.5 billion senior credit facility.
  • Resorts International Holdings, LLC in numerous acquisition, sales and financing transactions, including over $1.2 billion of CMBS financings  and its $675 million sale of Resorts East Chicago to Ameristar Casinos, Inc.
  • Sale of the Mall of Louisiana to General Growth Properties and joint venture for Riverchase Mall with General Growth Properties.
  • Goldman Sachs as underwriter in the IPO for Strategic Hotels.
  • Joint venture transactions for numerous office and shopping center assets across the country with institutional investors, including JP Morgan Fleming and Principal Group.
  • Colony Capital in its acquisition of four casino hotels from Harrah's Entertainment, Inc. and Caesars Entertainment, Inc.

Selected Professional and Business Activities

Thomas is a member of the American Bar Association, the New York State Bar Association and the New York City Bar Association. He is also a member of the National Association of Real Estate Investment Trusts (NAREIT), the Association of Foreign Investors in Real Estate (AFIRE) and the International Conference of Shopping Centers (ICSC).

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