Real Estate & REITs

Willkie represents a diverse group of U.S. and non-U.S. clients in real estate transactions throughout the United States. Most recently, we have been actively involved in numerous complex real estate restructurings involving high-profile projects for a broad range of clients, including developers, public and private real estate companies, institutional investors, money-center banks, private equity sponsors and hedge funds. We regularly organize public and private REITs, advise clients in transactions with, and provide ongoing counsel to, public and private, and foreign and domestic, real estate investment funds.

Willkie represents a diverse group of U.S. and non-U.S. clients in real estate transactions throughout the United States. Most recently, we have been actively involved in numerous complex real estate restructurings involving high-profile projects for a broad range of clients, including developers, public and private real estate companies, institutional investors, money-center banks, private equity sponsors and hedge funds. We regularly organize public and private REITs, advise clients in transactions with, and provide ongoing counsel to, public and private, and foreign and domestic, real estate investment funds.

Asset-Related Sales and Acquisitions

  • Allianz Life Insurance Company of North America/Portfolio Sale: Represented Allianz in the sale of its 18-property North American industrial property portfolio, for $270 million.

    Ares Management, L.P.: Represented an affiliate of Ares Management, L.P. in the sale of  an office condominium unit comprising approximately 375,000 square feet in the 1 million square foot mixed use complex located at 1111 Marcus Avenue on Long Island, New York to North Shore University Hospital.

    B&L Management Company: Represented B&L Management Company in connection with the $690 million sale of 24 apartment buildings located in Chelsea and the Upper East Side in Manhattan to Blackstone and Fairstead.

    BMO Capital Markets/Ashford/Remington: BMO Capital Markets, financial advisor to the Special Committee of Ashford’s board of directors, in connection with Ashford’s combination with Remington.

    Boston Properties/Acquisition of 510 Madison Avenue: Represented Boston Properties, Inc. in its acquisition of 510 Madison Avenue for approximately $280.5 million.

    Chelsea 23rd St. Corp./Sale of Hotel Chelsea: Represented Chelsea 23rd St. Corp. in its sale of the storied Hotel Chelsea located in New York City.

    DiamondRock Hospitality Company: Represented DiamondRock and its affiliates in connection with the following transactions:

    • $143 million sale of the Hilton Minneapolis Hotel
    • $65 million sale of the Hilton Garden Inn Chelsea/New York City
    • $127.2 million acquisition of the fee simple condominium interest in the Hilton Garden Inn/Times Square Central.
    • Acquisition of a 4-hotel portfolio – the Hilton Boston, the Westin Washington, D.C., the Westin San Diego and the Hilton Burlington – for $495 million from affiliates of Blackstone Real Estate Partners.
    • Acquisition of the Radisson Lexington Hotel, located in New York City, for $335 million.
    • Acquisition of a hotel property currently under development on West 42nd Street in Times Square, New York City, that is expected to contain approximately 250 to 300 guest rooms.
    • $330 million acquisition of a leasehold interest in the Westin Boston Waterfront Hotel and 100,000 square feet of retail space, and an option to acquire a leasehold interest in an adjacent site.
    • Acquisition of the Hilton Garden Inn Chelsea located in New York City.
    • Acquisition of a four-hotel portfolio comprised of the Marriott Los Angeles Airport, the Renaissance Worthington (Fort Worth, TX), the Marriott Atlanta Alpharetta (Alpharetta, GA), and Frenchman’s Reef & Morning Star Resort (U.S. Virgin Islands).
    • Acquisition of the Hotel 5A, a boutique hotel in New York City.
    • Acquisition of the Vail Marriott Mountain Resort & Spa (Vail, CO).
    • Acquisition of a $69 million senior note secured by the Allerton Hotel, located on the Magnificent Mile in Chicago, IL.

    Industrial Building Company/817 Broadway: Represented a family business in its 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, marking the first time the building changed ownership in more than 60 years.

    Lehman Brothers Holdings/Sale of Industrial Property Portfolio: Advised Lehman Brothers Holdings Inc. and ProLogis in the sale of a portion of their 17.7 million sq. ft. joint-venture portfolio of industrial property to The Blackstone Group.  Also advised Lehman in the transfer of its stake in the remaining portion of the portfolio to ProLogis.

    The Mills Corporation: Represented The Mills Corporation and its affiliates in connection with the sale of a 50 percent joint-venture interest in its Del Amo Fashion Center for $244.5 million.

    Nathan Katz Realty LLC/Multifamily Portfolio Sale: Represented Nathan Katz Realty LLC in the sale of 32 rent-controlled and rent-stabilized apartment buildings in Queens, NY for approximately $277.5 million.

    New Plan Excel Realty Trust: Represented New Plan in connection with the sale of 53 garden apartment complexes located in 14 states for approximately $380 million.

    Paramount Group, Inc.: Represented Paramount Group and its affiliates in connection with the following transactions:

    • Acquisition of 50 Beale Street, a Class A office building located in San Francisco, from a joint venture of Rockefeller Group Development Corp. and Mitsubishi Estate of New York.
    • Sale, together with Sherwood Equities, of 440 Ninth Avenue in New York City, an 18-story, 400,000 square foot office building, to an affiliate of Jowa Real Estate Company, Limited, a Japanese public company.
    • Acquisition, together with its joint venture partners, of One Court Square, a 1.5 million square-foot, 50-story office property located in Long Island City, New York, for approximately $500 million.
    • Takeover of sole ownership of 900 Third Avenue through Paramount’s acquisition of its partner’s 49 percent interest in the building.
    • Acquisition of ownership interests in 1301 Avenue of the Americas for approximately $1.5 billion.
    • Acquisition of the commercial condominium unit at 31 West 52nd Street for approximately $600 million and its subsequent acquisition of the museum condominium unit.
    • Acquisition of 440 Ninth Avenue by a joint venture between Paramount and Sherwood Equities, Inc.
    • Acquisition of 220 West 42nd Street (a/k/a Candler Tower) for $208 million, and its subsequent disposition.
    • Acquisition of a portfolio of Manhattan properties, including 712 Fifth Avenue, 745 Fifth Avenue, Financial Square (a/k/a 32 Old Slip) and 152 East 52nd Street.
    • Recapitalization of a 49 percent ownership interest in 1633 Broadway thereby increasing Paramount’s equity in the property to 75 percent.
    • Sale of Financial Square for $751 million.

    Scout Real Estate Capital: Represented Scout Real Estate Capital and its affiliates in connection with the following transactions:

    • Acquisition of the Sea Crest Resort and Conference Center located in Cape Cod, MA.
    • Acquisition of The Westmoor Club located in Nantucket, MA.
    • Acquisition of Plantation Inn located in Crystal River, FL.
    • Acquisition of approximately 6,000 acres of developable land on the “Big Island” of Hawaii.

    Sherwood Equities/Acquisition of 370 Lexington Avenue: Represented Sherwood Equities, Inc. in its acquisition of 370 Lexington Avenue with its equity partner, JPMorgan Chase.

    St. John's University/Amity University: Represented St. John's University in the sale of its 170-acre Oakdale property to Amity University, a nonprofit international educational organization, and the leaseback of a portion of the campus.

    St. John's University/Sale of Manhattan Campus Property: Advised St. John's University in its agreement to sell its Manhattan campus property at 101 Murray Street in Tribeca to a joint venture of New York City real estate firms Fisher Brothers and The Witkoff Group.

    The American Home: Represented The American Home a definitive agreement for the sale of a portfolio of single-family homes to Silver Bay Realty Trust Corp. for $263 million. The portfolio comprises approximately 2,460 single-family homes located in the southeastern United States, and the transaction was cited as one of the largest bulk purchases in the rental-home industry. 

    Washington Prime/Glimcher Realty/Simon Property: Represented Washington Prime Group Inc. in Glimcher Realty Trust’s $1.09 billion sale of two malls--Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas--to Simon Property Group, which occurred concurrently in connection with WPG’s underlying $4.3 billion acquisition of Glimcher Realty Trust.

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Company-Level Mergers and Acquisitions

  • American Realty Capital – Retail Centers of America, Inc. (RCA)/American Finance Trust, Inc. (AFIN): Represented BMO Capital Markets, as financial advisor to the special committee of American Realty Capital – Retail Centers of America, Inc.’s (RCA’s) board of directors, in connection with RCA’s agreement to merge with American Finance Trust, Inc. (AFIN) in an approximately $1.4 billion deal creating a retail-focused REIT.

    Arbor Realty Trust/Arbor Commercial Mortgage: Represented the Special Committee of the Board of Directors for Arbor Realty Trust in connection with Arbor Realty Trust’s pending acquisition of Arbor Commercial Mortgage’s agency platform.

    AREA Property Partners, L.P./Ares Management LLC: Advised AREA Property Partners in its sale to Ares Management LLC. AREA Property Partners is a leading real estate management firm investing across North America, Europe and India. The transaction includes the acquisition of the minority stake in AREA held by National Australia Bank.

    AREA Property Partners/National Australia Bank: Advised leading real estate private equity firm AREA Property Partners on the sale of 35 percent equity interest to affiliates of National Australia Bank.

    Australia’s Future Fund/Brookfield, MPG Office Trust: Advised on Brookfield’s $426 million acquisition of MPG Office Trust, representing Australia’s Future Fund, a key investor, in certain aspects of the transaction.

    Brandywine Realty Trust/The Rubenstein Company, LP: Represented Brandywine Realty Trust in its acquisition of approximately 3.5 million square feet of Class A office space through the acquisition of The Rubenstein Company, L.P. for more than $600 million.

    Brookfield Asset Management Inc./General Growth Properties (GGP): Advised and continue to advise Brookfield Asset Management Inc. in connection with its cornerstone investment agreement with respect to giant regional mall developer, owner and operator General Growth Properties. This arrangement will facilitate GGP’s planned exit from one of the most significant real estate bankruptcies in history.

    Colony Capital/NorthStar: Represented Colony Capital, Inc. in its $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.

    DeBartolo Realty Group/Acquisition by Simon Property Group: Represented DeBartolo Realty Group in its acquisition by Simon Property Group, the first combination of REITs with assets held through UPREIT structures.

    Forest City/Portfolio Amalgamation: Represented Forest City Ratner Co. and leading New York City developer Bruce Ratner in connection with the amalgamation of the combined interest of Mr. Ratner and Forest City Enterprises, Inc. in 30 retail, office and residential operating properties and certain service companies.

    The Mills Corporation/Merger with Simon Property and Farallon: Represented The Mills Corporation in connection with the refinance of Mills’ approximately $1.5 billion senior credit facility with Goldman Sachs Mortgage Company, as well as related first-mortgage loan facilities totaling approximately $746 million which enabled Mills to payoff its existing credit facility and provided additional liquidity for the consummation of its acquisition by Simon Property Group and Farallon Capital.

    Oriole Partnership/Bid for Town and Country Trust: Represented Oriole Partnership LLC, a joint venture investment vehicle formed among Essex Property Trust, Inc., UBS Wealth Management – North American Property Fund Limited, and AEW Oriole Co-Investment, LLC, in its bid to acquire all of the outstanding common shares of The Town and Country Trust for $36.00 per share in an all cash transaction.

    Storage Mart/MBO: Represented Warburg Pincus’s Storage Mart Partners in its sale to a management-led buyout group for approximately $350 million.

    Sunrise Senior Living, Inc.: Advised and continue to advise Sunrise Senior Living, Inc. in connection with real estate matters relating to its definitive merger agreement to be acquired by Health Care REIT, Inc. in an all-cash transaction valued at $1.9 billion (including debt).

    Ventas, Inc.: Represented Ventas, Inc. and its affiliates in connection with the acquisition of Cogdell Spencer Inc., a REIT focused on medical facilities, for approximately $770 million including assumed debt. 

    Washington Prime/Acquisition of Glimcher Realty: Represented Washington Prime Group Inc. in its $4.3 billion acquisition of Glimcher Realty Trust, including advising WPG on Glimcher’s $1.09 billion simultaneous sale of two malls--Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas--to Simon Property Group.
     

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Financings

  • Bank of America/Host Hotels & Resorts: Advised Bank of America, N.A. as administrative agent and Wells Fargo Bank, National Association as joint lender arranger, in closing a $1.5 billion amended and restated credit facility to Host Hotels & Resorts, L.P.

    Centerbridge Capital Partners, L.P./ Acquisition of GMAC’s Resort Finance Business: Represented Centerbridge Capital Partners, L.P. and its related entities in the acquisition of the resort finance business of GMAC Commercial Finance LLC, a subsidiary of Ally Financial Inc.

    Centerbridge Capital Partners, TPG Opportunities Partners and Fidelity Investments/Kerzner International: Represented Centerbridge Capital Partners, TPG and Fidelity in connection with the restructuring and refinancing of resort operator Kerzner International Limited.

    Citigroup/Extended Stay Hotels: Represented a partnership of Citigroup and Goldman Sachs in furnishing $2.2 billion in aggregate financing commitments for the bid to acquire Extended Stay Hotels by affiliates of Starwood, TPG and Five Mile Capital Partners.

    Colony Financial Inc./Cipriani Mortgage Loan: Represented Colony Financial in connection with a mortgage loan made to entities controlled by the Cipriani Family. The loan is secured by two premier Cipriani event spaces, Cipriani Wall Street and Cipriani 42nd Street, located in New York City.

    Deutsche Bank AG New York Branch/Host Hotels: Represented Deutsche Bank AG New York Branch, as administrative agent, in connection with the revolving credit facility for Host Hotels & Resorts, L.P.

    Deutsche Bank Americas and Wells Fargo Bank/Refinancing of Property Portfolio: Represented Deutsche Bank Americas and Wells Fargo Bank in connection with a $325 million refinancing of Castle & Cooke, Inc.’s property portfolio located in Hawaii, Arizona, and California.

    Faena Group/Access Industries: Represented Faena Group and Access Industries in connection with their development of the Faena District in Miami Beach, Florida. 

    Goldman, Sachs & Co.: Represented Goldman, Sachs & Co. and its affiliates in connection with the following transactions:

    • Refinancing by Goldman Sachs Mortgage Company funded by $1.85 billion of first mortgage and mezzanine loans secured by a portfolio of hotels located in Hawaii and San Francisco owned by Kyo-ya Hotels & Resorts, LP and Kokusai Kogyo Holdings K.K.
    • Acquisition, restructuring and partial syndication of a $180 million mortgage loan secured by the YOTEL New York hotel, a newly-constructed luxury hotel west of Times Square.
    • Sale of mortgage loan participation interests in the mortgage loan secured by the YOTEL New York hotel as well as the sale of senior and junior mezzanine loans secured by the equity interests of the indirect owners of the YOTEL New York hotel.
    • The proposed origination of more than $1 billion through mortgage and mezzanine financings secured by a portfolio of resort hotels on the Pacific rim.
    • Mini-permanent financing of the Sands Expo Convention Center in Las Vegas.
    • Take-out refinancing of a construction loan for a regional mall constructed as part of The Venetian Resort in Las Vegas.
    • Permanent mortgage financings for affiliates of Vornado Realty Trust and Crescent Real Estate Equities Company.

    Hudson’s Bay Company: Represented Hudson’s Bay Company in a $1.25 billion CMBS financing deal secured by its flagship Saks Fifth Avenue store property in New York City. The mortgage loan is based upon an assessed value that is significantly more than HBC paid for its entire Saks & Co. portfolio in 2013, and proceeds from the loan will be used in part to fund a renovation of the Saks flagship.

    Icade: Advised French real estate company Icade on its €1.55 billion 3-tranche club deal with eight banks. The new financing arrangement, structured in three tranches, will enable Icade (a subsidiary of the Caisse des Dépôts) and Silic, a leading Paris business park owner, to meet general financing needs, optimize debt schedules and increase back-up lines, while reinforcing overall financial strength. The 3-tranche club deal comprises a medium-term credit line (€625 million, 5-year maturity); a revolving credit facility (€550 million, 3-year maturity) and a forward-start credit line (€375 million, 3-year maturity from 2014).

    Lehman Brothers: Represented Lehman Brothers in connection with a number of financing matters, including:

    • Origination of mortgage and mezzanine loans and preferred equity investments with respect to asset classes as varied as data centers, luxury golf-course developments and urban residential condominium projects.
    • Restructuring of various debt and equity relationships with a major private developer and owner of an office building portfolio in the southeastern United States.
    • Marketing and potential sale of REO assets acquired by Lehman.

    J.P. Morgan: Represented J.P. Morgan in connection with mortgage financings made to two Dow 30 companies.

    Paramount Group, Inc.: Represented Paramount Group, Inc. in the 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

    Paramount Group, Inc.: Represented Paramount Group, Inc. in its $2.6 billion initial public offering, the largest REIT initial public offering in U.S. history.  Willkie’s multidisciplinary team acted as co-lead advisor to Paramount in the offering and related credit facility. Willkie also acted as lead counsel to the Otto family, the principal owners of Paramount taking the company public.

    WP Glimcher: Represented WP Glimcher, a premier retail real estate investment trust (REIT) specializing in the ownership, management and development of shopping centers, in a new 5-year, $500 million term loan. The company used the proceeds to fully repay the remainder of its outstanding bridge loan that was used to finance its acquisition of Glimcher Realty Trust and for other general corporate purposes.

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Joint Ventures

  • A Prominent Investment Firm: Represented a prominent investment firm and its affiliates in connection with the following:

    • Joint venture with an affiliate of Rosemont Realty to acquire two office buildings located in Dallas for $80 million.
    • Joint venture with an affiliate of Fortune International to acquire vacant waterfront property in Sunny Isles Beach, Florida, in contemplation of the future development of a luxury high-rise residential complex.
    • Joint venture with SunCal for the construction of base facilities for the United States Army in Northern California and the development of master planned communities featuring residential neighborhoods, parks, open space areas and commercial uses.
    • Joint venture to acquire the 200-residence Trump Hollywood condominium in Hollywood Beach, FL. The interests in the property were acquired by a purchase and subsequent foreclosure of the then existing secured financing for a purchase price of approximately $151 million.

    Apollo Real Estate Advisors: Represented Apollo Real Estate Advisors in modifying its joint venture arrangement in respect of the development of 1111 Marcus Avenue located in Long Island, NY.

    Colony Financial, Inc.: Represented Colony Financial, Inc. in a joint venture to acquire a majority interest in an approximately $250 million recourse multi-property mortgage loan to Exclusive Resorts. The loan is secured by 269 luxury residential properties located at 26 resorts in the U.S. and various international destinations.

    GEM Realty: Represented GEM Realty in the formation of a joint venture with an affiliate of Metropolis LP to acquire the commercial condominium interest in the Mandarin Oriental Hotel in San Francisco, California.

    The Generation Companies: Represented The Generation Companies in its $215 million recapitalization and roll-up of four portfolios comprising 23 hotels, consolidating them into one portfolio with its new joint venture partner, a fund controlled by StepStone Real Estate Group. 

    Hudson’s Bay Company: Represented Hudson’s Bay Company, owner of Saks Fifth Avenue and other leading department stores, in an agreement to form a real estate-focused joint venture with Simon Property Group, valued at $1.8 billion.

    Hudson’s Bay Company/HBS Global Properties: Represented Hudson’s Bay Company, owner of Saks Fifth Avenue and other leading department stores, in the sale of $533 million of its equity in HBS Global Properties, HBC’s real estate joint venture with Simon Property Group.

    Joint Venture for Acquisition of 650 Madison Avenue: Represented a private real estate investment firm in its joint venture with Carlyle Realty for the acquisition and financing of 650 Madison Avenue and its recapitalization of a hotel located in Times Square

    Meadow Partners: Represented Meadow Partners in a joint-venture acquisition and development project with developer Slate Property Group. The joint venture acquired the properties, located on the corner of Flatbush Avenue and Fulton Street in Brooklyn, New York, and will develop them into a 172,000 square foot mixed-use project.

    Non-Debtor Affiliates of Lehman Brothers: Represented non-debtor affiliates of Lehman Brothers in connection with the following:

    • Complex restructuring of an existing joint venture relationship with Goldman Sachs in connection with a recapitalization of a portfolio of multi-family residential properties in the Southeast United States. The transaction also involved the closing of a new $181,500,000 mortgage financing with Freddie Mac, and an equity conversion and partial pay-down of $332,000,000 of existing mortgage indebtedness.
    • Joint venture with real estate developer Flank Inc. for the acquisition of an apartment building in the West Village section of Manhattan.

    Paramount Group, Inc.: Represented Paramount Group and its affiliates in connection with the following:

    • Formation of a joint venture with a major European insurance company for the acquisition of 1301 Avenue of the Americas.
    • Formation of a joint venture with the Principal Financial Group for the acquisition of 1540 Broadway.
    • Recapitalization of a 49 percent interest in 1633 Broadway with incoming replacement partners who are affiliates of Beacon Capital Partners, LLC and Paramount Group Real Estate Fund IV, thereby increasing Paramount’s equity in the property to 75 percent. The transaction also included SL Green Realty Corp.’s acquisition of a preferred equity interest in the property.

    Paramount Group, Inc. and Colony Capital LLC: Represented Paramount and Colony 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.

    Saphyr Fundo de Investimento em Participações/ Hemisferio Sul Investimentos (HSI): Represented São Paulo, Brazil-headquartered investment fund Saphyr in its multi-property joint venture arrangement with HSI, to be managed by Saphyr president Paulo Stewart, for purchasing, developing and managing large-scale shopping malls throughout Brazil.

    Scout Real Estate Capital: Represented Scout in a joint venture with an affiliate of ING Clarion Partners for the acquisition and renovation of the Sea Crest Resort and Conference Center located in Cape Cod, MA.

    Sunrise Senior Living, Inc.: Represented Sunrise Senior Living, Inc. and its affiliates in connection with the following:

    • Formation of a joint venture with CHT Partners, a subsidiary of CNL Healthcare Trust, Inc., to which Sunrise transferred seven consolidated senior living communities (consisting of 687 units), valuing the joint venture at approximately $226 million.
    • Buyout of its partners’ entire 90 percent direct and indirect equity interest in a joint venture that owns a portfolio of 17 senior care facilities located throughout the United Kingdom, and the extension and modification of the joint venture’s existing £400 million mortgage financing with the Bank of Scotland PLC.
    • Negotiation of a conditional purchase and sale agreement for the buyout of partner HVP Sun Investor, LLC (Heitman) entire 80 percent interest in a joint venture that, indirectly owns a portfolio of four senior living facilities for a purchase price based on an overall enterprise valuation of $141 million.
    • $45 million buyout of partner Morgan Stanley’s entire 80 percent interest in a joint venture that indirectly owns 15 Sunrise-managed assisted living facilities, and the extension and modification of the joint venture’s existing $370.5 million loan from HSH Nordbank AG.
    • Formation of a joint venture with a subsidiary of CNL Lifestyle Properties, Inc. As part of the transaction, Sunrise contributed to the joint venture its entire interest in another joint venture between Sunrise and an affiliate of Arcapita, its partner in 29 Sunrise-managed communities, and Arcapita sold its entire joint venture interest to the newly formed Sunrise/CNL joint venture.

    Washington Prime Group/O’Connor Mall Partners: Represented Washington Prime Group in its agreement providing for a joint venture with O’Connor Mall Partners, L.P. owning seven of Washington Prime’s open-air properties, which are valued at approximately $600 million.

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Leasing and Development

  • 1285 Ave. of the Americas/Paul Weiss Lease: Represented the ownership of 1285 Avenue of the Americas in connection with law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP’s extension of its New York headquarters lease.

    Bloomberg L.P./Headquarters and Related Projects: Represented Bloomberg L.P. on the following leasing and development work:

    • Development of The Bloomberg – JFK Airport Park Solar Project, a state-of-the-art solar project that will enable Bloomberg's global headquarters in midtown Manhattan and its downtown data center to partially convert to clean solar energy.
    • 15-year lease of a single-story data center facility of approximately 131,805 square feet of gross floor area located at 155 Corporate Drive, Hamlet of Orangeburg, Town of Orangetown, New York.
    • Lease of 400,000 square feet of additional office space at 120 Park Avenue in New York City.
    • Acquisition of a site in the City of London financial district for the construction of the client’s European headquarters. Two buildings will be constructed: a larger one of more than 500,000 square feet that will serve as the headquarters, and a “speculative” office building development.

    Brookfield Properties & CIBC World Markets/300 Madison Avenue: Represented a joint venture between Brookfield Properties and CIBC World Markets in connection with the leasing of 900,000 square feet of space at 300 Madison Avenue to Pricewaterhouse Coopers.

    CIBC World Markets/300 Madison Avenue: Represented CIBC World Markets in negotiating its triple net lease of the entire 30-story, 1.2 million square-foot building located at 300 Madison Avenue, from Brookfield Properties.

    Commercial Bank Office Lease: Represented a major commercial bank in connection with a lease of almost 500,000 square feet of office space in midtown Manhattan.

    Development of Headquarters Facilities: Represent a large commercial bank and one of the nation’s largest hedge funds in connection with their exploration of the development of new state-of-the-art headquarters facilities.

    Hudson’s Bay Company/Saks OFF 5TH/Tower57: Represented Hudson’s Bay Company (HBC) in connection with Saks OFF 5TH’s lease of 47,333 square feet in Manhattan’s Tower57, which will house the first Saks OFF 5TH in New York City.

    Lehman Brothers/Lease at 1271 Avenue of the Americas: Represented Lehman Brothers in its leasing and subleasing of approximately 430,000 square feet of office and ancillary space at 1271 Avenue of the Americas (The Time-Life Building).

    McKinsey & Co./Leasing and Development: Represented McKinsey & Co. in connection with various lease transactions for its offices in the United States and around the globe. We also advised McKinsey & Co. on certain design and construction matters in connection with the build-out of its various offices.

    Morgan Stanley Real Estate Advisors: Represented Morgan Stanley in negotiating office and retail leases with tenants at various buildings owned by Morgan Stanley in New York City, including 2 Park Avenue, 500 Park Avenue and 1285 Avenue of the Americas.

    Ruben Companies: Represented Ruben Companies in connection with the leasing of its office and retail portfolio in New York City.

    St. John’s University/Relocation of Manhattan Campus:  Represented at John’s University in its lease for 71,000 square-feet of space at 51 Astor Place, a new, Edward J. Minskoff, 12-story, 400,000-square-foot office building.

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Restructurings and Workouts

  • Willkie is recognized internationally as having one of the world’s pre-eminent business reorganization and restructuring advisory practices, with market-leading experience in all aspects of business and financial restructurings. Representative real estate restructurings include the following:

    Creditor/Lender/Investor Representation:

    Appaloosa Investment L.P.: Represented Appaloosa in connection with several material investments in various commercial mortgage-backed securities and other material matters, including in connection with investments in the hotel chain owned by Innkeepers USA, and Peter Cooper Village and Stuyvesant Town, a multi-billion dollar residential development in the heart of New York City with politically charged dispute implications.

    Brookfield/General Growth Properties: Represented Brookfield in the chapter 11 cases of General Growth Properties, a $30 billion REIT and the second-largest mall operator in the U.S., in its capacity as an initial DIP lender and plan funder.

    Centerbridge Capital Partners, TPG Opportunities Partners and Fidelity Investments: Represented Centerbridge Capital Partners, TPG Opportunities Partners and Fidelity Investments in a year-long multinational restructuring of resort operator Kerzner International Limited.

    Citigroup

    • Represented Citigroup in connection with the review and analysis of various troubled commercial real estate loans, and advised on potential restructuring options and workout possibilities with numerous borrowers, including with respect to its position in the $6.5 billion CMBS and mezzanine loan to Caesar’s (formerly known as Harrah’s).
    • Represented Citigroup in the Extended Stay portfolio auction in connection with its publicly announced mortgage loan commitment to the consortium led by Starwood Capital.
    • Represented Citigroup in connection with the workout of loans on a major mall in the United States.

    Lehman Brothers

    • Represented a non-debtor affiliate of Lehman Brothers Holdings Inc. in a complex three-part restructuring of a portfolio of multi-family residential properties in the Southeast United States.
    • Represented affiliates of Lehman Brothers in connection with the potential restructuring of their investments in joint ventures formed for the purpose of developing luxury residential condominiums in Manhattan.
    • Advised Lehman Brothers in connection with issues relating to loans for a condominium project in downtown Manhattan.

    One Madison Avenue Receiver: Represented the receiver appointed for One Madison Avenue in New York, a troubled luxury residential condominium development.

    Trinity Church: Represented Trinity Church in connection with its workout and settlement negotiations, as well as litigation (including a major Yellowstone motion victory for Willkie), regarding a major mixed-used development ground lease project located in downtown Manhattan.

    Ventas Inc.: Represented Ventas in the restructuring of a triple-net master lease relating to a large portfolio of healthcare facilities.

    Debtor/Borrower Representation:

    200 Eleventh Avenue: Represented a joint venture of Young Woo and Urban Muse LLC in connection with the restructuring of its senior mortgage and mezzanine construction loans with respect to 200 Eleventh Avenue, a high-end residential condominium development project in Manhattan’s Chelsea neighborhood.

    Colony Capital, LLC: Represented Colony in the restructuring of certain of its gaming investments, and in connection with a deed-in-lieu of foreclosure transaction with respect to an Atlantic City property.

    Empire American Holdings LLC: Represented Empire American with its contemporaneous restructuring of a $715 million mortgage loan into A/B notes secured by multi-family properties located throughout the U.S., and a $91 million joint venture between Empire and Arbor Realty Funding, LLC.

    Private Condo Developer: Represented a private developer in connection with the negotiation and closing of a deed-in-lieu of foreclosure transaction with its lender relating to a condominium project in Connecticut.

    Private Land Developer: Represented one of the largest private land development and homebuilding enterprises in the United States in connection with its restructuring of approximately $1.7 billion of existing debt arrangements with more than 20 different lenders.

    Private New York-Based Real Estate Fund Operator: Represented a private real estate company and funds controlled by that company in connection with multiple loan and limited partner equity restructurings, as well as assisting in connection with new offerings being conducted by related funds.

    Scout Real Estate Capital: Represented Scout in connection with the restructuring of multiple existing loan arrangements and the enforcement of certain of these arrangements with a distressed lender.

    Sunrise Senior Living, Inc.: Represented Sunrise in the restructuring of certain of its loan agreements and joint venture arrangements, including the restructuring of its equity and debt position in a portfolio of six Sunrise-managed senior living facilities.

    Xanadu/Meadowlands: Represented a consortium of major private equity funds in connection with the restructuring of its senior mortgage debt relating to the construction of the Meadowlands Xanadu shopping and entertainment center.

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Securities Offerings

  • Issuer Representation:

    Brookfield Asset Management/General Growth Properties (GGP): Advised affiliates of global alternative asset manager Brookfield Asset Management in the acquisition of GGP warrants held by affiliates of Pershing Square Capital Management, L.P.

    CBL & Associates Properties/Equity Securities Offerings: Beginning with its 1993 initial public offering, we have represented CBL & Associates Properties in various public and private issuances of common and preferred equity securities.

    Icade: Represented this multinational REIT in a private placement of $125 million in unsecured senior notes in the United States.

    Simon Property Group/Debt Offerings: Represented Simon in the issuance of $1.075 billion of unsecured debt securities, including $200 million of Mandatory Par Put Remarketed Securities (MOPPRS).

    Underwriters/Strategic Hotel Capital: Represented the underwriters led by Deutsche Bank and Wachovia Securities in several public offerings of stock and notes for Strategic Hotel Capital.

    Ventas, Inc./Equity and Debt Offerings: Represented and continue to regularly represent Ventas, Inc. in numerous public offerings and Rule 144A offerings of its senior notes, convertible notes and common stock, including:

    • A $700 million offering of senior notes.
    • A $850 million offering of senior notes.
    • A public offering of $700 million aggregate principal amount of 2.00% senior notes due 2018 at 99.739% of principal amount and $225 million principal amount of 3.25% senior notes due 2022 at 98.509% of principal amount.
    • A $600 million offering of senior notes and a $1.13 billion secondary offering of its common stock by Lazard Real Estate Partners.
    • Public offerings of 12,750,000 shares of common stock and $200 million principal amount of 6-1/2% Senior Notes due 2016.
    • Commencement of tender offers to purchase senior notes for up to $310 million.
    • Offering of $400 million principal amount of 3 1/8% senior notes due 2015 of its wholly owned subsidiaries, Ventas Realty, Limited Partnership and Ventas Capital Corporation.

    XL Investments Ltd/Five Oaks, Oak Circle Capital Partners LLC: Represented XL Investments Ltd in connection with its original investments in March 2012 in real estate investment company Five Oaks and in its investment in Oak Circle Capital Partners LLC, the manager of Five Oaks. The IPO was completed in March 2013, with an aggregate value of $85.5 million in gross proceeds, including $60.5 million from the public offering and $25 million from the concurrent private placement.

    Underwriter Representation:

    Bank of America Merrill Lynch, J.P. Morgan and RBC Capital Markets: Represented BofA Merrill Lynch, J.P. Morgan and RBC as the book-running underwriters in Brookdale Senior Living’s public offering of an aggregate $316.25 million ($275 million initial issuance and $41.25 million greenshoe) of 2.75% Convertible Senior Notes due 2018.

    Goldman Sachs & Co./REIT Transactions: Represented Goldman Sachs, as underwriter, in several REIT securities transactions, including:

    • Public debt and equity offerings by Spieker Properties, an office and industrial REIT.
    • Initial public offering, follow-on offering and secondary offering by Brookdale Senior Living Inc.

    Lehman Brothers/Boykin Hotel Properties: Represented Lehman Brothers, as underwriter, in an initial public offering and follow-on offering by Boykin Hotel Properties.

    Prudential Securities/Columbus Realty Trust: Represented Prudential Securities, as underwriter, in a follow-on offering by Columbus Realty Trust.

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