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Diversity & Community Services Mosaics Newsletter: Summer 2014
Clients turn to our Real Estate department in order to fully maximize the opportunities available when dealing with real estate. Our lawyers have extensive experience in analyzing and applying all the relevant law — Real Estate, Corporate, Environmental, Land Use and Tax — to deliver creative, cost-effective and practical legal and business solutions. Whether leasing a new headquarters site, developing, repositioning, buying or selling a property, devising a tax strategy, or financing real estate, clients rely on our firm for its results-oriented counsel. We have the size, knowledge, experience and business judgment to assist in the full range of real property matters, including:
Our lawyers regularly provide counsel to a number of real estate developers and owners, investment bankers, merchant and commercial bankers, hoteliers and others.Principal Areas of Focus
We work regularly with developers with respect to a wide range of properties and transactions, both within and outside the city of New York. Most recently, we have assisted in the successful conversion of office and industrial buildings in the New York financial district and garment center to residential occupancy, the construction of new buildings at Battery Park City and the development and construction of a new building in a joint venture with a major hospital in New Jersey, as well as the redevelopment of major hotels and mixed-use and residential towers. In an outer borough, we are counseling on major mixed-use projects, which include both complex condominium and leasehold regimes to accommodate retail, parking and residential occupancies, and provide unique, pioneering concepts that could well change the vistas and terms of apartment living in the City. Our development capabilities are enhanced significantly by the expertise of our Land Use (zoning) and Environmental groups. Also, we are involved on a regular basis in wide-ranging projects outside of New York, including hotels, retail centers,residential, industrial and warehouse facilities, and corporate campuses. We have both assisted in and facilitated the development or redevelopment of numerous mixed-use projects, regional shopping centers,urban developments and entertainment centers. Leasing
Commercial leasing stands out as a vital aspect of the New York real estate market. Leases define the utility and value of real property. To realize value, both owners and tenants must not only consummate leases but ensure their durability over a period of years. The firm’s leasing practice is well established and broad based.We represent a number of institutional and entrepreneurial owners of major office buildings in Manhattan as well as a multitude of commercial tenants. The landlords we represent range from public entities to closely held ventures. Our relationships with our landlord clients are longstanding; our negotiating and drafting of leases on their behalf has accommodated both strong and weak markets. We also have distinguished ourselves by participating in several of the largest leases to be consummated in Manhattan each year over the last decade. At the same time that we consummate leases for our landlord clients, we represent a number of businesses in their leasing efforts. We recently represented New York Life Insurance Company in the second largest lease in 2009. Our leasing work also goes well beyond the borders of New York City and is national in scope including the representation of Deloitte & Touche in a lease of approximately 500,000 square feet in Chicago. We have, for example, represented a number of financial service companies, retailers, advertisers, software businesses, communications firms and other significant enterprises in obtaining office, technical support and retail space in New York and across the nation. Sales and Acquisitions Our department assists clients in sales and acquisitions throughout the country, but naturally has a significant concentration involving properties in the New York area. A recent example of a multi-state transaction includes our representation of a client in sale/leaseback transactions involving the structured financing of dozens of properties across the country. Another example entailed exchanging a property that was about to be foreclosed for a number of net leased properties that, because of their special characteristics, afforded rapid depreciation benefits to our client. We have represented the owner of The New Frontier Hotel & Casino in Las Vegas, Nevada in its sale; New York Life Insurance Company in the sale of Manhattan House, which occupies an entire block on the upper east side of Manhattan; and in one of the few non-distressed major property sales in 2009, represented Starwood Hotels in the sale of the retail portion of the St. Regis Hotel in Manhattan for in excess of $100 million. In one of the most unique transactions of the prior decade, we represented the owners of Starrett City, the largest federally subsidized housing complex in the United States, in a major capital transaction which transpired over a period of several years and successfully involved partnering with senior government officials at the Federal, State and local levels and required passage of both Federal and State legislation. In another major transaction, we were transactional counsel to the new sponsor, which acquired the unsold units of The Sheffield, a 497-unit condominium, by way of a mezzanine foreclosure and we have successfully been working to normalize relations with the residential and commercial owners as well as the New York Attorney General’s office. We also recently acted as transactional counsel for the separation of ownership of the family that owned Rockrose, a major New York developer and after completion of such transaction continue to represent each of the constituents. In the current highly complex real estate marketplace, we are able to think, react and mobilize quickly to accommodate the needs and pressures that continue to increase as the pace of our practice accelerates. Lending Our lending clients turn to the firm for assistance in developing and implementing loan programs and products that obtain the highest return consistent with their appetite for risk. Because our lawyers have experience with the practical realities of foreclosing on collateral, we have been able to create and consummate office building, retail, hotel, residential and industrial secured loans that grant our clients greater flexibility than is traditionally prescribed by their underwriting procedures. We also have assisted a financing subsidiary of one of our banking clients to branch out into jurisdictions outside the State of New York and, in consultation with local counsel, we have developed commercial loan documentation for use in these other jurisdictions. Our lending experience affords our group valuable insights when we represent borrowers. Our borrower and developer clients call upon us to provide assistance in a variety of loan transactions, including acquisition, mezzanine and preferred equity financings, construction loans, permanent loans and refinancings, and private placements. We are actively representing both buyers and sellers of notes secured by all asset classes of real estate. Workouts, Restructurings and Bankruptcy Our premier real estate practice focuses on complex and highly structured financing transactions not only in the New York area but also nationally. The Real Estate department, frequently working with its restructuring and bankruptcy department, advises clients in the restructuring and disposition of distressed real estate, both in and out of the courtroom. Clients regularly rely upon our team for its experience and ability to generate creative solutions to a wide range of real estate workout situations. We have decades of experience and we have advised clients in all points of the business and real estate cycle. We understand transactions from an entrepreneur’s perspective and from the perspective of the lenders. Members of the department have extensive experience with the concerns unique to owners and developers of real estate, large financial institutions, private equity and hedge fund investors and lenders, and government agencies. We regularly advise owners and developers, financial institutions, hedge funds and lenders,including insurance companies, in restructuring their investments in troubled real estate. Financial institutions often select us, as opposed to their original counsel, to offer a fresh perspective on reorganization alternatives. Representative clients include Goldman Sachs, Citibank, BNP Paribas, lenders to the Macklowe Group, and lenders involved in a large hotel project in Las Vegas. Developers like Donald Trump have also retained Kramer Levin to aid in their real estate restructurings. Kramer Levin routinely advises real estate investors who target assets subject to chapter 11 bankruptcy proceedings. We provide clients with sound legal advice and invaluable guidance in navigating the bankruptcy process. We currently represent the acquirer of a prime midtown hotel, who purchased the secured debt of the related property and converted the debt into cash and equity.We have also represented numerous creditors’ committees and other creditors in complex and contested bankruptcies involving real estate assets, including Island Mortgage Network, Inc.; Atlantic Gulf Communities; FINOVA Capital Corporation; DeGeorge Financial Corporation; Cityscape Financial Corp. f/k/a Mandi of Essex, Ltd.; and Olympia & York. With long-standing experience in the distressed real estate arena, we have established an excellent reputation for adopting innovative structures, techniques and strategies. Our ability to work collaboratively with our colleagues in other departments, including land use, corporate restructuring and bankruptcy, litigation, environmental and tax, enables us to provide clients with complete representation in all facets of real estate workouts, bankruptcies and recapitalizations. Condominiums and Cooperatives Our lawyers have a long tradition of bringing creative solutions to the structuring and offering of condominiums. For example, we represented the developer of Time Warner Center, Related Properties and Apollo Investments, and authored the condominium documentation for what is widely considered to be the nation’s most sophisticated and unique mixed use condominium structure. We have also structured virtually every condominium project owned by Donald Trump beginning with Trump Tower and most recently Trump Soho. We pride ourselves on being in the forefront of creative thinking in this area, including structuring a variety of innovative hotel condominium regimes. We are also actively involved in the related field of “time share” and fractional ownership. We are currently working on a number of residential and mixed-use condominium projects including litigation with innumerable condominium purchasers who are seeking to void their contracts, often as a result of market conditions. We have developed particular expertise in formulating a condominium structure for hotels, including The Plaza Hotel, St. Regis Hotel, Trump International Hotel and The Mark Hotel. Real Estate Litigation We have always had a sophisticated Real Estate litigation practice that includes handling contentious mortgage foreclosure actions involving major New York City properties; complex construction litigation on behalf of banks and developers; representing lenders in breach of contract and fiduciary duty claims; lawsuits between purchasers and sellers of real estate; actions on behalf of shopping center owners and tenants; landlord/tenant controversies involving commercial real estate including escalation disputes; actions among partners or members of partnerships, joint ventures or limited liability companies; and brokerage disputes. We are equally comfortable representing the mortgagor or the mortgagee, the real estate seller or buyer, the landlord or the tenant. We are currently representing institutional lenders in numerous disputes, including a dispute arising out of a failed acquisition loan for a portfolio of properties, as well as mortgage and mezzanine foreclosures, and bankruptcies. Our Litigation Department works closely with the Real Estate Department to analyze with great expertise the governing instruments underlying the litigation — whether a lease, purchase agreement, condominium plan, partnership agreement, or documents relating to a complex financing. Our victories have included the successful representation of Forest City Ratner Companies in litigation challenging the environmental review of its proposed Atlantic Yards redevelopment project; the successful foreclosure of a major Times Square property that was contested by the mortgagor and guarantors; multimillion dollar settlements with guarantors sued for deficiency judgments, including post-judgment proceedings against a guarantor that had bitterly resisted its creditors; issuance of Yellowstone injunctions in favor of commercial tenants; a multimillion dollar judgment after trial against a landlord who failed to deliver commercial premises to our client as required by the parties’ lease; the successful defense of lender liability suits on behalf of real estate lenders; and the handling of bankruptcy developments that frequently follow from real estate litigation.