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Title

Real Estate Investment Trusts (REITs)

Description
Our multidisciplinary team represented the issuer in the fourth-largest REIT IPO to date.
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  • Kramer Levin advises public and private REITs in a broad range of matters, including formation, capital markets, mergers and acquisitions, financing, tax structuring, and real estate and joint venture transactions. Our multidisciplinary team — comprising Mergers and Acquisitions, Equity Capital Markets, Real Estate, Tax, Banking and Finance, and Executive Compensation lawyers — leverages practical experience and creativity to help clients solve problems and capitalize on opportunities.

    Our REIT clients occupy a wide swath of the real estate sector, with portfolios that include gaming, hospitality, entertainment and leisure destinations as well as shopping centers, technology-related assets, and office and residential properties. We played the lead role in the formation of VICI Properties Inc. (NYSE: VICI), the largest experiential net lease REIT in the United States, and negotiation of its master leases and debt documents, including the $2.2 billion CMBS financing of Caesars Palace Las Vegas. We have subsequently represented VICI in numerous strategic and capital transactions, including its $1.4 billion initial public offering.

    We advise real estate owners and operators, institutional investors, and foreign investors regarding the following REIT-related activities:

    • REIT formation, including UpREIT and rollup transactions
    • Initial public offerings and follow-on offerings
    • Other capital-raising and financing transactions, including private placements and Rule 144A offerings of common and preferred stock and high-yield debt
    • Tax structuring
    • Mergers, acquisitions and other corporate transactions
    • Sales, sale-leasebacks, purchases, joint ventures, leasing and myriad other real estate transactions
    • OP unit transactions
    • Private REIT transactions
    • Corporate governance and SEC compliance and reporting
    • Shareholder activist campaign-related issues
    • Foreign investments in REITs
    • Executive compensation and LTIPs

     

    Defining Matters

    • Kramer Levin Advises VICI in $432.9 Million Acquisition of Bowlero Bowling Centers

      On Oct. 19, 2023, Kramer Levin client VICI Properties Inc. announced that it acquired the real estate assets of 38 bowling entertainment centers from Bowlero Corp. in a sale-leaseback transaction for an aggregate purchase price of $432.9 million. Bowlero is a global leader in bowling entertainment, media and events and is the largest operator of bowling centers in North America. Simultaneous with the closing of the transaction, VICI entered into a triple-net master lease agreement with Bowlero. 
    • Kramer Levin Client VICI Completes Acquisition of the Venetian Resort’s Real Estate in Las Vegas

      On Feb. 23, 2022, Kramer Levin client VICI Properties Inc. (NYSE: VICI), an experiential REIT, announced that it completed the transactions announced on March 2, 2021, with Las Vegas Sands Corp. (NYSE: LVS) (LVS) pursuant to which VICI acquired all the real estate assets associated with the Venetian Resort Las Vegas and the Venetian Expo and Convention Center Las Vegas, located in Las Vegas, Nevada (collectively, the Venetian Resort), for $4.0 billion in cash. An affiliate of certain funds managed by affiliates of Apollo Global Management Inc. (the Apollo Funds) acquired the operating company of the Venetian Resort for approximately $2.25 billion. Simultaneous with the closing of the transaction, VICI entered into a triple-net lease agreement for the Venetian Resort with an affiliate of the Apollo Funds.

    • Kramer Levin Advises VICI in $17.2 Billion Acquisition of MGM Growth Properties

      On April 29, 2022, Kramer Levin client VICI Properties Inc. announced that it acquired MGM Growth Properties for a total consideration of $17.2 billion, adding 15 Class A entertainment resort properties to the VICI portfolio. Simultaneous with the closing of the transaction, VICI entered into an amended and restated triple-net master lease with MGM Resorts for an initial annual rent of $860 million. Upon completion of the merger, VICI had an estimated enterprise value of $45 billion, solidifying VICI’s position as the largest experiential net lease REIT.

    • Kramer Levin Advises VICI in $140 Million Canyon Ranch Mortgage Financing

      Kramer Levin advised VICI Properties Inc. as the provider of a mortgage financing secured primarily by Canyon Ranch Tucson and Canyon Ranch Lenox in an amount of $140,135,000. The proceeds from the transaction were used to refinance Canyon Ranch’s existing CMBS secured by these two assets.

    • Kramer Levin Advises VICI in Acquisition of Four Properties in Alberta Canada in Sale-Leaseback Transaction

      On May 17, 2023, Kramer Levin client VICI Properties Inc. (VICI) announced that subsidiaries of VICI will acquire the real estate assets of four casino properties in Alberta, Canada, from subsidiaries of Century Casinos Inc. (Century) for a total purchase price of CAD 221.7 million ($164.4 million).

      Simultaneous with the closing of the transaction, the real estate assets will be added to the existing triple-net master lease between subsidiaries of VICI and Century, with an annual rent increase of CAD 17.3 million ($12.8 million).

    • Kramer Levin Represents Rithm Capital in Acquisition of 50% of Senlac Ridge Partners

      Kramer Levin represented Sedesco in the latest addition to its Billionaire’s Row assemblage, the $77.5 million purchase of a 13-story office property at 37 W. 57th St.

    • One for the books: A record-setting REIT IPO

      VICI continues to blaze trails and create new milestones in the marketplace. In February 2018, the company completed a record-setting $1.4 billion initial public offering (IPO), the fourth-largest REIT IPO in history and the largest in the hotel and leisure sector, eclipsing MGM Growth Properties, which previously held the top spot. Shares began trading on the New York Stock Exchange on Feb. 1. ... Kramer Levin began representing VICI from its inception in October 2017. But our story begins in 2014 — the year prior to the commencement of Caesars Entertainment Operating Co. Inc.’s Chapter 11 bankruptcy case.

    Practice Contacts

      • Todd E. Lenson

        • Partner
        • Partner, Head of Equity Capital Markets and Public Companies, US
        • New York
        • tlenson@kramerlevin.com
        • T 212.715.9216
        • F 212.715.8216
      • vcard
      • Jordan M. Rosenbaum

        • Partner
        • Partner, Head of Equity Capital Markets and Public Companies, US
        • New York
        • jrosenbaum@kramerlevin.com
        • T 212.715.9117
        • F 212.715.8117
      • vcard
      • Tzvi Rokeach

        • Partner
        • New York
        • trokeach@kramerlevin.com
        • T 212.715.9409
        • F 212.715.8367
      • vcard
      • Barry Herzog

        • Partner
        • Partner, Head of Tax, US
        • New York
        • bherzog@kramerlevin.com
        • T 212.715.9130
        • F 212.715.8130
      • vcard
    • Perspectives

      Search More
      • Category
        Sponsorship
        Date
        March 19, 2024
        Title
        Nareit’s REITwise: 2024 Law, Accounting & Finance Conference
        Read More
      • Category
        Defining Matters
        Date
        Dec. 19, 2023
        Title
        Kramer Levin Advises VICI in Expanded Investment With Existing Partner Chelsea Piers
        Read More
      • Category
        Defining Matters
        Date
        Oct. 19, 2023
        Title
        Kramer Levin Advises VICI in $432.9 Million Acquisition of Bowlero Bowling Centers
        Read More
      • Category
        Defining Matters
        Date
        Sept. 07, 2023
        Title
        VICI Completes Acquisition of Four Properties in Alberta, Canada in Sale-Leaseback Transaction with Century Casinos, Inc.
        Read More
      • Category
        Defining Matters
        Date
        Aug. 24, 2023
        Title
        Kramer Levin Advises VICI in $140 Million Canyon Ranch Mortgage Financing
        Read More
      • Category
        Defining Matters
        Date
        July 27, 2023
        Title
        Kramer Levin Advises VICI in Acquisition of Rocky Gap Casino Resort in Flintstone, MD
        Read More
      • Category
        Defining Matters
        Date
        July 27, 2023
        Title
        Kramer Levin Advises VICI in Preferred Equity Investment in Canyon Ranch and Anticipated Mortgage Loan for Canyon Ranch Tucson and Canyon Ranch Lenox
        Read More
      • Category
        Defining Matters
        Date
        May 17, 2023
        Title
        Kramer Levin Advises VICI in Acquisition of Four Properties in Alberta Canada in Sale-Leaseback Transaction
        Read More
      • Category
        Sponsorship
        Date
        March 21, 2023
        Title
        Nareit’s REITwise: 2023 Law, Accounting & Finance Conference
        Read More
      • Category
        Defining Matters
        Date
        Feb. 02, 2023
        Title
        Kramer Levin Represents Rithm Capital in Acquisition of 50% of Senlac Ridge Partners
        Read More
      • Category
        Defining Matters
        Date
        Jan. 13, 2023
        Title
        Kramer Levin Represents VICI Properties Inc. in Lease Agreement with Hard Rock International Related to the Mirage Hotel & Casino in Las Vegas
        Read More
      • Category
        Defining Matters
        Date
        Jan. 12, 2023
        Title
        Kramer Levin Advises VICI in Connection With Acquisition of Four Canadian Gaming Properties in Sale Leaseback Transaction With Pure Canadian Gaming Corp.
        Read More
      • Category
        Defining Matters
        Date
        Dec. 27, 2022
        Title
        Kramer Levin Client VICI Completes Acquisition of Two Casino-and-Hotel Properties in Mississippi
        Read More
      • Category
        Defining Matters
        Date
        May 03, 2022
        Title
        Kramer Levin Advises VICI in $17.2 Billion Acquisition of MGM Growth Properties
        Read More
      • Category
        Sponsorship
        Date
        March 23, 2022
        Title
        Nareit’s REITwise: 2022 Law, Accounting & Finance Conference
        Read More
      • Category
        Defining Matters
        Date
        Feb. 24, 2022
        Title
        Kramer Levin Client VICI Completes Acquisition of the Venetian Resort’s Real Estate in Las Vegas
        Read More
      • Category
        Defining Matters
        Date
        Dec. 14, 2021
        Title
        Kramer Levin Advises VICI Properties in Agreements Relating to the Mirage Hotel & Casino
        Read More
      • Category
        Sponsorship
        Date
        March 23, 2021
        Title
        Nareit’s REITwise: 2021 Law, Accounting and Finance Virtual Conference
        Read More
      • Category
        Defining Matters
        Date
        March 03, 2021
        Title
        Kramer Levin Advises VICI in Pending Acquisition of the Venetian Resort’s Real Estate in Las Vegas
        Read More
      • Category
        Announcements
        Date
        Dec. 01, 2020
        Title
        Kramer Levin Recognized by Law360 with Practice Group of the Year Designations for Real Estate and Bankruptcy and Restructuring
        Read More
      • Category
        Defining Matters
        Date
        Aug. 05, 2020
        Title
        Kramer Levin Advises VICI in Property Acquisitions and Lease Modifications Related to the Eldorado-Caesars Merger
        Read More
      • Category
        Defining Matters
        Date
        April 27, 2020
        Title
        Kramer Levin Advises VICI Properties in Sale of Bally's Atlantic City
        Read More
      • Category
        Sponsorship
        Date
        Nov. 12, 2019
        Title
        REITworld: 2019 Annual Conference
        Read More
      • Category
        Speaking Engagement
        Date
        Oct. 03, 2019
        Title
        iGlobal Forum’s Global REITs Summit 2019: Listed, Non-Traded & Private REITs
        Read More
      • Category
        Defining Matters
        Date
        June 24, 2019
        Title
        Kramer Levin Advises VICI on Transformative Partnership with Eldorado Resorts Related to Proposed Combination with Caesars Entertainment
        Read More
      • Category
        Defining Matters
        Date
        June 17, 2019
        Title
        Kramer Levin Represents VICI Properties in Acquisition of Three Regional Gaming Properties and Master Lease Agreement with Century Casinos
        Read More
      • Category
        Defining Matters
        Date
        June 06, 2019
        Title
        VICI Properties Continues to Reshape the REIT Landscape
        Read More
      • Category
        Client Alerts
        Date
        April 22, 2019
        Title
        Requesting Confidential Treatment: SEC Issues Guidance Streamlining the Procedure for Filing Redacted Exhibits
        Read More
      • Category
        Defining Matters
        Date
        April 05, 2019
        Title
        Kramer Levin Represents VICI Properties in $745 Million Acquisition of Jack Cincinnati Casino and Lease to Hard Rock International
        Read More
      • Category
        Defining Matters
        Date
        Nov. 14, 2018
        Title
        Kramer Levin Represents VICI Properties in $1 Billion Acquisition of Greektown Casino-Hotel
        Read More
      View More
    • Recognition

      Year
      2024
      Name
      Commercial Observer's Breakthrough Awards
      Description
      Law Firm of the Year – Real Estate Group

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