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Title

Sale-Leasebacks, Ground Leases and Other Hybrid Leasing Transactions

Description

Kramer Levin handles large-scale, multifaceted real estate transactions using complex, first-of-their-kind leasing structures to unlock value and create new opportunities.

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  • We represent clients — including owners, developers, lenders, institutional and private investors, and Fortune 1000 companies — in transactions involving bespoke, complex leasing arrangements to help them achieve their goals relating to the transfer, development, financing and capitalization of properties in the gaming, resort, hospitality, industrial, office, retail, multifamily and warehouse sectors. For traditional leases of commercial space, see our Commercial Real Estate Leasing page.

    Our experience includes:

    • OpCo/PropCo transactions
    • Master lease transactions
    • Sale-leasebacks
    • Single-asset and multiproperty leases
    • Ground, net and triple-net leases

    Examples of our leading-edge work include innumerable sale-leaseback and tri-party OpCo/PropCo transactions that have enabled our client VICI Properties Inc. to acquire Caesars Palace Las Vegas, The Venetian, MGM Grand and other iconic properties on the Las Vegas Strip as well as numerous regional gaming-resort properties in the United States and Canada and lease them to their respective operators; an “estate for years” agreement enabling client The Walt Disney Co. to develop its Manhattan headquarters and own the property for 99 years; the acquisition and 99-year leaseback of a California property for client Safehold Inc.; and a 99-year ground lease by a private school of a parking garage on New York City’s Upper East Side to be converted to a school facility and submitted to a leasehold condominium regime to unlock a property tax exemption.

    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 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 VICI Properties Inc. in Lease Agreement with Hard Rock International Related to the Mirage Hotel & Casino in Las Vegas

      On Dec. 19, 2022, Kramer Levin client VICI Properties Inc. (VICI) announced that, in connection with Hard Rock International’s (Hard Rock) acquisition of the operations of the Mirage Hotel & Casino (the Mirage), VICI has entered into a triple-net lease agreement with Hard Rock with respect to the real property associated with the Mirage.
    • Kramer Levin Advises VICI in Connection With Acquisition of Four Canadian Gaming Properties in Sale Leaseback Transaction With Pure Canadian Gaming Corp.

      On Jan. 9, 2023, Kramer Levin client VICI Properties Inc. (VICI) announced that it has acquired the real estate assets of PURE Casino Edmonton in Edmonton, Alberta, PURE Casino Yellowhead in Edmonton, Alberta, PURE Casino Calgary in Calgary, Alberta, and PURE Casino Lethbridge in Lethbridge, Alberta, from PURE Canadian Gaming Corp. for approximately C$271.9 million (US$200.8 million), and the simultaneous entry into a triple-net master lease agreement with PURE covering the PURE portfolio.

    Practice Contacts

      • Tzvi Rokeach

        • Partner
        • New York
        • trokeach@kramerlevin.com
        • T 212.715.9409
        • F 212.715.8367
      • vcard
      • Josh S. Winefsky

        • Partner
        • New York
        • jwinefsky@kramerlevin.com
        • T 212.715.9380
        • F 212.715.8174
      • vcard
    • Perspectives

      • 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
        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
        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
        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
        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
        Defining Matters
        Date
        Dec. 31, 2020
        Title
        Kramer Levin Closes Lease for Universal Hip Hop Museum
        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
        Defining Matters
        Date
        Oct. 30, 2019
        Title
        Kramer Levin Advises Owner in McSam Hotel Group’s 99-Year Ground Lease at 777 Eighth Avenue
        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
        Disney’s Manhattan Kingdom
        Read More
      • Category
        Defining Matters
        Date
        June 06, 2019
        Title
        VICI Properties Continues to Reshape the REIT Landscape
        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
      • Category
        Defining Matters
        Date
        July 19, 2018
        Title
        Kramer Levin Advises Disney in Sale of ABC Campus and Purchase of 4 Hudson Square
        Read More
      • Category
        Defining Matters
        Date
        2018
        Title
        One for the books: A record-setting REIT IPO
        Read More
      • Category
        Defining Matters
        Date
        May 15, 2018
        Title
        Kramer Levin Advises VICI in LOI Regarding Asset Sale Leaseback, Lease Modifications with Caesars Entertainment
        Read More
      • Category
        Articles
        Date
        March 06, 2018
        Title
        Investing in Ground-Leased or Net-Leased Real Estate
        Read More
      • Category
        Defining Matters
        Date
        Feb. 05, 2018
        Title
        Kramer Levin Represents VICI Properties in $1.4 Billion Initial Public Offering, REIT Industry’s Fourth-Largest
        Read More
      • Category
        Media Mentions
        Date
        Feb. 01, 2018
        Title
        CoStar: VICI Properties Completes 4th Largest REIT IPO in History
        Read More
      • Category
        Defining Matters
        Date
        Dec. 22, 2017
        Title
        Kramer Levin Advises VICI Properties on $1.14 Billion Sale/Leaseback Transaction for Harrah’s Las Vegas and Related Debt/Equity Financings
        Read More
    • Recognition

      Year
      2024
      Name
      Commercial Observer's Breakthrough Awards
      Description
      Law Firm of the Year – Real Estate Group
      Year
      2005 – 2024
      Name
      Chambers USA
      Description
      Recognized for Real Estate
      Year
      2009 – 2024
      Name
      Legal 500 US
      Description
      Recognized for Real Estate
      Year
      2008 – 2025
      Name
      U.S. News & World Report and Best Lawyers’ Best Law Firms
      Description
      Ranked in Top Tier for Real Estate (New York: 2008 – 2025); Real Estate Litigation (National, New York: 2016 – 2025)
      Year
      2012, 2014, 2018, 2020
      Name
      Law360 Practice Group of the Year: Real Estate
      Year
      2019
      Name
      Forbes’ 2019 List of America’s Top Corporate Law Firms
      Description
      “Most Recommended Law Firm” for Real Estate
      Year
      2011
      Name
      DealMakers Law Awards
      Description
      Named Corporate Immigration Law Firm of the Year

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    • Commercial Real Estate Leasing
    • Real Estate
    • Real Estate Acquisitions and Sales
    • Real Estate Development
    • Real Estate Finance
    • Real Estate Joint Ventures
    • Real Estate Investment Trusts (REITs)
    • Real Estate Workouts, Restructurings and Distressed Debt
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