Real Estate

Davis Polk is at the center of the real estate marketplace, advising a wide range of clients in some of the most dynamic and complex transactions in the industry. From the purchase, sale, development and financing of office, hotel, retail, multifamily, industrial and mixed-use properties, to joint ventures, commercial leasing and debt restructurings, our team represents owners, developers, funds, real estate investment trusts (REITs) and other financial institutions in a broad array of commercial real estate transactions.

In addition, we counsel commercial real estate and hotel companies on mergers and acquisitions, and we advise domestic and foreign individuals and companies on secured lending transactions, public and private securities offerings, project financings, bankruptcies and restructurings that contain significant real estate components.

Our lawyers assist real estate clients worldwide from 10 key financial centers in the United States, Europe, Asia and Latin America. The breadth of our experience and our unique firm organization ensure that clients have access to subject matter professionals wherever they are located. We provide highly integrated service across practice areas, including tax, mergers and acquisitions, capital markets, investment management, insolvency and restructuring, credit and other related disciplines.

Key Practice Areas

  • Acquisitions and Dispositions. We advise clients on the purchase and sale of office, hotel, retail, industrial and mixed-use properties.

  • Financings. We counsel clients on a variety of real estate financings, including acquisition and construction financings and refinancings; mezzanine loans; preferred equity; sale/leaseback financings; convertible and participating mortgage loans; and private and public offerings of debt instruments secured by real estate.

  • Joint Ventures. We represent clients on the formation and structuring of joint ventures for the acquisition, development, financing and ownership of real estate.

  • Commercial Leasing. We advise both landlords and tenants on commercial leases across the United States.

  • Workouts. Our real estate team works closely with our insolvency and restructuring, litigation and credit lawyers on advising borrowers and lenders on all phases of distressed real estate loans, including recapitalizations and foreclosures.

  • REITs. We advise investors on the formation of REITs. We also advise underwriters on both public and private offerings of REITs.

Representative Clients

  • Andra AP-fonden (AP2)
  • Baron Capital, Inc.
  • Centurion Realty
  • Comcast
  • Dalian Wanda
  • El Ad Group
  • Host Hotels & Resorts
  • The Moinian Group
  • Naftali Group
  • NBCUniversal
  • Railex
  • Related Companies
  • RXR Realty
  • SL Green Realty Corp.
  • Stockbridge Real Estate
  • von Finck Family Real Estate Holdings

Notable Matters

REAL ESTATE REPRESENTATIONS

  • RXR Realty in various transactions, including on the formation of a joint venture with affiliates of NorthStar Real Estate Income Trust, Inc. and on the joint venture’s origination of a $134.5 million mezzanine loan for the acquisition of the leasehold estate in 5 Times Square by David Werner and partners; its preferred equity investment in 80 Broad Street in Manhattan and its related joint venture arrangement with NorthStar Real Estate Income Trust, Inc.; and its refinancing of a 28-building portfolio in Woodbury, Long Island.

  • NBCUniversal on its approximately $1.3 billion acquisition of its studios and offices in 30 Rockefeller Plaza in New York City (and, previously, its 1.3 million square foot lease of those studios and offices) and its $122 million acquisition of the CNBC headquarters in Englewood Cliffs, New Jersey. NBCUniversal is one of the world’s leading media and entertainment companies.

  • Second Swedish National Pension Fund, Andra AP-fonden (AP2) on its various U.S. investments, including in a $1.8 billion portfolio of U.S. commercial office buildings jointly owned by affiliates of Tishman Speyer, The South Korean National Pension Fund (NPS) and the Government of Singapore Investment Corporation, its major investment in a Hudson Yards project and a special purpose investment in the Southeastern United States.

  • SL Green Realty Corp. in its $32.25 million acquisition of 102 Greene Street in the SoHo neighborhood of New York City.

  • Centurion Realty in its $30 million acquisition of the commercial condominium units at 53 North Moore Street in the Tribeca neighborhood of New York City.

  • Stockbridge Real Estate in its acquisitions of a Hollywood Park, CA racetrack; the General Motors Linden, NJ Assembly Plant; the NBC Universal Burbank, CA Main Studio Lot; the Sahara Hotel & Casino and multiple related financings. Stockbridge is a fully independent real estate investment management firm with approximately $8.8 billion of assets under management spanning all major real estate property types, and certain specialty property types, throughout the United States.

  • Wilhelm von Finck family of Germany on its investment in various Paramount Real Estate Funds and on the acquisition, financing and disposition of in excess of $1 billion in New York City office buildings, including 712 Fifth Avenue, 718 Fifth Avenue, 180 Maiden Lane, 745 Fifth Avenue and 1325 Avenue of the Americas.
  • Baron Capital, Inc. on its 105,000+ square foot office lease of the 47th (partial), 48th and 49th floors of the General Motors Building at 767 Fifth Avenue in New York City.
  • Host Hotels & Resorts, Inc. on its $313.5 million acquisition of the New York Helmsley Hotel, a 775-room luxury hotel in Midtown Manhattan, from The Leona M. and Harry B. Helmsley Charitable Trust and Harley of New York Associates and matters relating to other New York City activities of Host.

  • New York Mets in connection with the New York City effort to be designated the site of the 2012 Summer Olympics.
  • The White House on the sale of Governors Island to the Governors Island Preservation and Education Corporation, and the transfer of the Governors Island National Monument area from the National Trust for Historic Preservation to the National Park Service.

  • Groupe du Louvre on the sale four French luxury hotels to the Constellation Group: the Concorde La Fayette (950 rooms) and Hôtel du Louvre (177 rooms) in Paris, the Hôtel Martinez (409 rooms) in Cannes and the Palais de la Méditerranée (188 rooms) in Nice. Groupe du Louvre is a French subsidiary of Starwood Capital Group.

REAL ESTATE CAPITAL MARKETS, M&A AND INVESTMENT MANAGEMENT REPRESENTATIONS

  • Affiliates of Wilhelm von Finck on his participation in the $2.3 billion IPO of Paramount Group, the largest-ever IPO of a commercial office building REIT in the United States.
  • Moinian Limited, a British Virgin Islands company wholly owned by Joseph Moinian, founder and CEO of The Moinian Group, in its NIS 1.4 billion ($361 million) bond issuance on the Tel Aviv Stock Exchange, the largest such offering to date by a U.S. real estate investor.
  • Underwriters on the $2.7 billion IPO and NYSE listing of common stock for Hilton Worldwide. Hilton manages, franchises owns and leases hotels, resorts and timeshare properties around the world. The IPO was the largest-ever by an issuer in the hotels and lodging sector.
  • Financial advisers to Windstream in connection with the spinoff of its real estate assets to Communications, Sales & Leasing Inc., a newly created REIT, and on the bank and high-yield bond financing in connection therewith.
  • Underwriters on the over $1.1 billion aggregate convertible notes offerings by Lennar Corporation, one of the nation’s largest homebuilders, a provider of financial services and, through its Rialto Investments segment, an investor in distressed real estate assets.
  • Dalian Wanda on its approximately $2.6 billion acquisition of AMC Entertainment, a Kansas City, Missouri-based movie theater company. Dalian Wanda is a Chinese real estate conglomerate.
  • Sallie Mae on the $7.2 billion strategic separation of its loan management, servicing and asset recovery business, known as Navient, from its consumer banking business. Navient now trades as a publicly listed company on NASDAQ.
  • GE in connection with the reduction in the size of its financial businesses through the sale of most GE Capital assets. As part of the execution of this new plan, GE has agreed to sell the bulk of the assets and performing loans of GE Capital Real Estate to funds managed by Blackstone and Wells Fargo for approximately $26.5 billion.
  • Stockbridge Real Estate in connection with the formation, structuring and offering of Stockbridge Real Estate Funds II and III. Each of these funds had more than $1 billion in commitments. We provide ongoing advice to Stockbridge in respect of its private funds.
  • Morgan Stanley Real Estate Investing on the formation of its Prime Property Fund, an open ended fund with more than $10 billion in commitments. We provide ongoing advice to Morgan Stanley relating to the Prime Property Fund.