Real Estate

The Paul, Weiss Real Estate Department is a recognized leader in the New York and national real estate bars. Our clients include developers, entrepreneurial and institutional investors, REITs and equity funds, lenders, public-private partnerships, governmental entities and other major players in the real estate industry.

We provide our clients with a full range of services, from organizing and structuring the largest, most complex transactions throughout the country and around the globe to advising clients on their daily portfolio management issues. This strong record of supporting clients in this diverse array of transactions is detailed in our 2009 Skyline Year-in-Review brochure, which highlight some of the significant projects in which we were actively engaged.

In addition, we draw upon the expertise of our colleagues in tax, corporate and securities law, environmental law, ERISA, litigation, and bankruptcy and creditors' rights, to manage all aspects of today’s sophisticated real estate transactions.

Our breadth of experience, depth of talent and intellect, and unparalleled knowledge of the business of real estate allows us to add substantial value to any transaction in which we are involved.

We emphasize practicality, cost-effectiveness and a business-oriented approach to anticipating and solving problems, recognizing that completing complex transactions requires creativity grounded in experience.

Our major practice areas include:

development of office, residential, hotel, retail, entertainment, institutional and mixed-use properties
joint ventures and real estate investment funds for the acquisition, development, ownership and operation of all classes of real estate assets
sales and acquisitions of major properties and multi-property portfolios, including Section 1031 and other structured exchanges
financings of construction, mortgage, mezzanine and conduit loans, sale-leasebacks, securitizations, and tax-exempt and taxable bond issues
leasing on behalf of both landlords and tenants of major office, retail and other facilities, including space leases, net leases, sale-leasebacks, financing leases and credit leases
workouts and restructurings of debt and equity positions for lenders and borrowers on single assets and entire portfolios
international real estate, including joint ventures with local partners to acquire, develop, own and operate real estate in Europe, Asia and Latin America

Development

We represent developers, lenders, institutional and entrepreneurial investors and governmental entities in the development of complex, large-scale real estate projects throughout New York City, the nation and the world. We represent our clients in all aspects of a project, including land assemblage and acquisition, joint venture structuring and equity financing, construction and first mortgage financing, project development agreements, leasing and management of project space, and all other aspects of project development. Our experience covers new construction and renovations of all asset classes: hotels, office buildings, shopping centers, sports arenas, theme parks and entertainment complexes, planned communities and residential and mixed-use projects of all types and sizes.

Representative development experience includes:

Time Warner Center. Representation of GMAC Commercial Mortgage Corporation as lead construction lender in the $1.4 billion construction and mezzanine financing for Time Warner Center, a 2.7 million square foot mixed-use project at New York City’s Columbus Circle containing condominium residential, office, retail, hotel, garage and performance space.
Venetian Casino Resort. Representation of the owner/developer of The Venetian, the largest hotel/casino/mall/convention center in Las Vegas, in all aspects of the financing, initial development and expansion of this $1.4 billion project.
Venetian Macau. Representation of The Venetian in all aspects of the financing and development of hotel/casino resorts and convention centers in Macau.
South Pointe. Representation of the owner/developer in all aspects of the development and financing of a $220 million luxury condominium project in Miami’s South Beach area.
AvalonBay Communities Inc. Representation of a major national apartment REIT in the development and financing of a four-building, 720-unit housing, retail and community facility development in lower Manhattan, the client’s first entry into the Manhattan market.
Trump World Tower. Representation of The Trump Organization and Daewoo Corporation in all aspects of joint venture development, land and air rights acquisitions, financing and construction of the 90-story luxury condominium known as Trump World Tower.
Miami Heat Arena. Representation of the NBA team and affiliated stadium company in all aspects of the development and securitized financing of the new American Airlines Arena in downtown Miami.
Disney and Universal Studios Theme Parks. Representation of the Government of Hong Kong in the development of Hong Kong Disneyland, the Government of Shanghai in development of Universal Studios Shanghai, and the City of Osaka in the development of Universal Studios Japan.
Grand Central Terminal. Representation of the Metropolitan Transportation Authority in the retail redevelopment and historic restoration of Grand Central Terminal.
42nd Street Theaters. Representation of New 42nd Street in the redevelopment of nine historic theaters in the 42nd Street Development Project for performing arts, retail, restaurant and other entertainment uses.
Brooklyn Renaissance Plaza. Representation of the Muss Organization, Carlyle Group and Leucadia National Corporation in all aspects of the development and financing of the 1.2 million square foot Brooklyn Renaissance Plaza office tower and Marriott hotel complex.
Memorial Sloan-Kettering Cancer Center. Representation of New York’s leading cancer hospital in all aspects of its multi-billion dollar hospital expansion program, including the development of major hospital, research and residential facilities.
Howard Hughes Medical Institute. Representation of HHMI in the development of its $400 million state-of-the-art bio-medical research facility in Ashburn, Virginia.

Joint Ventures and Real Estate Investment Funds

We advise a wide variety of clients in negotiating and documenting joint ventures and in forming real estate investment funds for the development, ownership and operation of all classes of real estate assets. We are equally adept at representing the developer/operating partner, fund sponsor and the equity investor partner. We understand how to structure deals to meet the requirements of institutional investors, opportunity funds and governmental entities. When disputes arise among joint venture partners, we counsel our clients in dispute resolution and exit strategies.

Representative joint venture and investment fund experience includes:

Citigroup Center. Representation of Allied Partners in a joint venture with Boston Properties to acquire the $750 million Citigroup Center property.
MeriStar Hotel Corporation. Representation of Oak Hill Partners investment fund in its joint venture with a hotel management company to acquire and manage hospitality properties, culminating in the IPO for MeriStar Hotels, a NYSE-traded company.
Rockefeller Center. Representation of Goldman Sachs in a joint venture with Rockefeller Properties and Tishman Speyer Properties to acquire and redevelop Rockefeller Center.
World Trade Center. Representation of Sol Goldman Investments and BLDG Properties in structuring a joint venture with Silverstein Properties for the acquisition of a 99-year leasehold interest in the World Trade Center.
Emerging Markets Real Estate Funds. Representation of the Hines organization and Trust Company of the West in a series of funds formed to invest in real estate in emerging markets.
Apollo Real Estate Investors. Representation of Apollo Real Estate Investors in the formation of a $250 million fund to invest in New York real estate.
Fred F. French Building, New York, and 10 South LaSalle, Chicago. Representation of six investor groups, led by BLDG Management and the Feil Organization, in the structuring of joint ventures and Section 1031 exchanges for the acquisition, equity financing and management of office properties.
Chartwell Leisure Hotels. Representation of Whitehall Group, an affiliate of Goldman Sachs, in a joint venture with Westmont Hospitality Group for the leveraged buy-out of Chartwell Leisure Inc., a publicly traded hotel company.
Rockefeller Foundation. Representation of The Rockefeller Foundation and various other tax-exempt entities in investments in numerous real estate funds.
Kimco Shopping Centers. Representation of an investor group in a series of joint venture investments in shopping centers owned and managed by Kimco Realty Corporation.

Sales and Acquisitions

We advise buyers and sellers of all kinds, and from all parts of the world, in transactions involving sales and acquisitions of major properties of every asset class on both a portfolio and individual property basis. We are experienced in the specialized requirements of transactions involving hotels and resorts, office buildings, shopping centers, hospitals and nursing homes, residential buildings, and air and development rights. We structure deals to meet the special requirements of REITs and ERISA-driven transaction parties, and to create tax-free exchanges in a variety of assets and investment structures. We have extensive experience in forming and acquiring commercial condominiums. We are also experienced in the acquisition of property from public agencies, as well as through bankruptcy court and other distressed-property vehicles.

Representative sales and acquisition experience includes:

World Trade Center. Representation of the investor partnership that acquired, along with Silverstein Properties, the 99-year ground lease of the World Trade Center in New York City.
237 Park Avenue. Representation of the investor in connection with the acquisition of this New York City office building.
Allied Partners. Representation of the investor in purchases and sales of major midtown Manhattan office, retail, and entertainment properties, including Studio 54 and Citigroup Center, One East 57th Street and 568 Broadway.
Murray Hill Properties/Credit Suisse First Boston. Representation of Credit Suisse First Boston and its joint venture partner Murray Hill Properties in multiple acquisitions and sales of office and residential properties throughout the United States.
Starwood Hotel Acquisitions. Representation of Starwood Hotels and Resorts in the acquisition of the W New York-Times Square hotel and in other potential acquisitions.
660 Madison Avenue. Representation of the purchaser in connection with the acquisition of this New York City office building.
Whitehall Street Real Estate Limited Partnerships. Representation of Goldman Sachs-sponsored real estate funds in the acquisition of Chartwell Leisure, Inc. and UniHost Corporation, publicly traded owner-operators of hotels in the U.S. and Canada.
Equitable Life Portfolio Transactions. Representation of The Equitable Life Assurance Society of the United States and its advised funds and separate account investors in multiple acquisitions and sales of individual and portfolios of hotels, office buildings and shopping centers throughout the United States, involving dozens of properties.
1370 Avenue of the Americas. Representation of the investor in a complex Section 1031 exchange to acquire tenancy-in-common ownership of this New York City office building.
Memorial Sloan-Kettering. Representation of Memorial Sloan-Kettering Cancer Center in numerous acquisitions of apartment portfolios, commercial condominium units, development sites and air rights throughout New York City.
Metropolitan Transportation Authority. Representation of Metropolitan Transportation Authority in the acquisition of Grand Central Terminal and the Harlem and Hudson rail lines, as well as adjacent parcels for real estate assemblage.
1356 Broadway. Representation of the investor group in the acquisition of a historic bank building with reservation of transferable development rights to the seller.
ATC Portfolio/Chelsea Market. Representation of the owner/developer in the disposition of a portfolio of mixed-use office and retail properties in New York City, including the Chelsea Market complex.

Financings

We represent borrowers and lenders in all types of sophisticated loan, sale-leaseback and securitization transactions. Our experience includes construction loans, permanent loans, portfolio loans, public and private securities offerings, bond financings, synthetic and leveraged leases, and interim and bridge loans. We handle secured and unsecured lending and borrowing, for a wide variety of clients involving diverse asset classes. On the lender side, our clients include major insurance companies, foreign and domestic banks, investment banks, pension funds and advisors, real estate investment trusts and other institutional lenders and investors. On the borrower side, we represent our developer, investor and owner clients in obtaining sophisticated financing to maximize their leverage and the value of their assets.

Representative lender experience includes:

GMAC Commercial Mortgage Corporation. Representation of GMAC Commercial Mortgage Corporation as the lead construction and sole mezzanine lender in the $1.4 billion financing for Time Warner Center and as lead lender for $250 million in construction financing for Boston’s One Lincoln Street. We have also represented the Commercial Ventures group of GMAC as originator of a $335 million sale-leaseback financing on Lucent Technologies’ headquarters and the securitization of the loan, and a $60 million mezzanine loan to a joint venture affiliate of Reckson secured by a portfolio of student housing, resort and tollway service area properties.
Goldman Sachs. Representation of Goldman Sachs Mortgage Company in originating securitized and interim mortgage loans made by Goldman Sachs on a single-asset and a portfolio basis.
CS First Boston Mortgage Capital LLC. Representation of the investment bank in originating mortgage and mezzanine loans for the acquisition and refinancing of numerous office and commercial properties in New York and other U.S. locations.
The Equitable Companies. Representation of the major insurance company lender in originating numerous conventional and participating loan transactions involving shopping centers, hotels, office buildings and industrial properties.
Oak Hill Partners and Wells Fargo Bank. Representation of a joint venture originating an interim mortgage loan secured by a Class A office and retail complex in Washington, D.C.
Property Capital Trust. Representation of a first-generation public real estate investment trust in hundreds of sale-leaseback financing transactions on shopping centers, hotels, office buildings and apartment complexes, including structuring for tax-exempt investors.

Representative borrower experience includes:

MeriStar Hotel Corporation. Representation of the NYSE-listed hotel owner and operator in obtaining and refinancing secured and unsecured credit facilities.
Venetian Casino Resort. Representation of the owner/developer in $1.4 billion in construction and permanent financing facilities for the development and expansion of Las Vegas' largest hotel/casino/mall/convention center, including bank facilities, publicly traded notes, securitized real estate financing, equipment financing, and off-balance sheet financing.
Miami Heat Arena. Representation of the NBA franchise and related arena development company in a $220 million sports arena financing, including a Rule 144A offering of MBIA-insured senior term notes and sales tax revenue-backed municipal notes.
Continuum Companies. Representation of the owner/developer in $220 million construction and mezzanine financing for a high-rise condominium in Miami’s South Beach.
Trump World Tower. Representation of a joint venture of Daewoo Corporation and The Trump Organization in $360 million in construction and permanent financing for the Trump World Tower condominium, and an additional $106 million in financing of developer units.
The Macklowe Organization. Representation of the owner/developer in numerous financings including 540 Madison Avenue, 300 Madison Avenue, 340 Madison Avenue and Two Grand Central Tower.
Oaktree Capital Management. Representation of the investment fund in connection with the financing and refinancing of a Philadelphia office building.

Leasing

We represent major landlords and tenants, including Fortune 500 corporations, law firms, brokerage and accounting firms, media and entertainment firms, in a wide range of office, retail and ground lease transactions. We are cognizant of the complex technical and financial issues involved in office leases, and are experienced in structuring financial and performance protections for landlords and tenants.

Representative leasing experience includes:

Headquarters Leases for Major Corporate Tenants. Headquarters lease transactions on behalf of ITT, Time Warner, NASDAQ, Warner Music, EMI, Home Box Office, ATC Management/Food Network, Continental Grain, The Daily Racing Form, Cleary, Gottlieb, Steen & Hamilton, Baker & McKenzie and Debevoise & Plimpton.
Retail Leases. Urban flagship and shopping center store leases for landlords and tenants, including Calvin Klein, Polo Ralph Lauren, Versace, Sega GameWorks, Loews Cineplex Theaters, South Street Seaport, Faneuil Hall Marketplace, The New 42nd Street, Inc., The Macklowe Organization, Credit Suisse First Boston, and the Metropolitan Transportation Authority/Grand Central Terminal.
Ground and Net Leases. Development and other ground and net leases for major projects, including the Bloomingdale's land and building in Manhattan, the Four Seasons Hotel New York, the W New York-Times Square hotel, the Marriott Brooklyn Hotel, the New 42nd Street Theaters and Hilton Times Square Hotel, Queens West Development Project, Gramercy Park Hotel and the Seventh Regiment Armory.
Office Leasing Programs. Development and implementation of office leasing programs for major New York office landlords, including The Macklowe Organization, Credit Suisse First Boston, Park Tower Associates and Sheldon Solow.

Workouts, Restructurings and Joint Venture Disputes

We restructure debt and equity positions for both lenders and borrowers on single assets and entire portfolios of all types and classes of properties. With our colleagues in our bankruptcy, litigation, structured finance and tax practices, we are well-versed in the legal and practical aspects of the workout, foreclosure and bankruptcy processes in both domestic and international jurisdictions. We creatively structure transfers of control and of assets in satisfaction of debt to maximize the flexibility and effectiveness of the workout process, including the restructuring of debt and equity in vehicles which are tax-efficient for lender and borrower.

We are also experienced in high-profile joint venture and investor disputes of all types. We negotiate, and where necessary litigate, creative exit and dispute resolution strategies for joint owners of major properties.

Representative loan workout and restructuring experience includes:

Park Tower Associates. Representation of the borrower in the workout of a loan with Dai-Ichi Life Insurance Company on a major midtown Manhattan office building.
GE Capital Investment Advisors. Representation of the lender in a foreclosure and bankruptcy in a loan on a major midtown Manhattan office building.
Morgan Stanley. Representation in the restructuring of mortgage loans and joint venture interests in retail, office and residential properties around the United States.
The Macklowe Organization. Representation in the restructuring of loans from Credit Suisse First Boston secured by two major Manhattan office buildings and the contested foreclosure of a development site in midtown Manhattan.
Plaza Hotel Bank Syndicate. Representation of a bank syndicate in restructuring debt and the transfer of control of the Plaza Hotel New York.
Continuum Companies, Omni Park Central Hotel. Representation of the hotel owner in the restructuring of $155 million of senior and mezzanine debt on a large midtown Manhattan tourist hotel.
Equitable Life. Representation of Equitable, as mortgage lender, in connection with the restructuring of a loan secured by two office buildings in Dallas, Texas.

Representative joint venture dispute resolution experience includes:

North Shore Towers Partnership Dispute. Appointment by Federal District Court as Special Master to oversee the resolution of a complex partnership dispute concerning an $800 million residential cooperative development.
Allied Partners 57th Street. Representation of the sponsor/owner in a dispute with the partners over the buy-out of partnership interests.
Park Tower Realty 42nd Street. Representation of the developer partner in a dispute with its financial partner Prudential Insurance Company over continuing participation in the 42nd Street Development Project.
LVMH Headquarters Building. Representation of a joint venture partner in a dispute over the design, construction and financing of an institutionally-occupied midtown Manhattan office building.
GE Capital Investment Advisors. Representation in several disputes with the ground lessor on a major midtown Manhattan office building.
Brooklyn Fulton Mall. Representation of the investor partners in a dispute with the development partner over the repositioning strategy for an urban retail mall.

International Real Estate

We have extensive experience in real estate transactions outside the United States, representing American and European investors in overseas ownership and development joint ventures, and representing local venture partners and governments in sophisticated transactions with foreign investors. We also represent international investors in US-based joint ventures to own and operate properties within the United States. With our foreign offices in London, Hong Kong and Tokyo, and an extensive international network of “relationship” firms, we combine real estate knowledge and deal-making skills with local expertise to service transactions anywhere in the world.

Representative international experience includes:

Universal Studios Osaka, Universal Studios Shanghai. Representation of the Governments of Osaka and Shanghai in joint venture development, financing and infrastructure arrangements with Universal Studios for Universal Studios Osaka and Universal Studios Shanghai.
Disneyland Hong Kong. Representation of the government of Hong Kong in joint venture development, financing, and land reclamation and infrastructure agreements with Disney for Hong Kong Disneyland.
Venetian Macau. Representation of the hotel casino company in the successful bid for a license to operate casinos in Macau and in all aspects of development and financing of the casinos and related facilities.
Daewoo Trump World Developments, Korea. Creation of joint ventures between Daewoo Corporation and The Trump Organization to develop multiple luxury condominium complexes in South Korea.
Versace. Representation of luxury fashion house in the development of Palazzo Versace, a luxury “fashion branded” resort hotel in Queensland, Australia.
ITT Corporation, General Motors Corporation, Becton Dickinson. Representation of international conglomerates in land acquisition, financing and the establishment of manufacturing plants in Mexico and China.
Emerging Markets Real Estate Fund. Representation of a fund established by Morgan Stanley, the Hines organization and Trust Company of the West in residential, industrial and commercial projects in China, Mexico, Poland, Russia, France, Italy and Germany.
Consul General of the Czech Republic. Representation of Czech Government in acquisition and development of a mission and cultural property in New York City.
Meiji Life Insurance Company. Representation of the Japanese life insurance company in the purchase of a one-half interest in the Goldman Sachs headquarters building in London.

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