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 international 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, multifamily, industrial and mixed-use properties.
  • Financings. We counsel clients on a variety of real estate financings, including acquisition and construction financings and re-financings, 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.

Recognition

  • Chambers USA – Recognized as a leading practice in New York: Real Estate (Mainly Dirt), 2018
  • Partners Brian S. Lichter and Michael J. Rishty are both ranked by Chambers USA as leading lawyers in New York real estate.

Representative Clients

  • Andra AP-fonden (AP2)
  • Bouwinvest
  • Centurion Realty
  • Comcast
  • El Ad Group
  • Extell Development Company
  • IGI-US
  • Legion Investment Group
  • The Moinian Group
  • Morgan Stanley Real Estate Investing
  • Naftali Group
  • NBCUniversal and Universal Parks Resorts
  • Related Companies
  • RXR Realty
  • Seritage Growth Properties
  • Slate Property Group
  • SL Green Realty Corp.
  • Uniti Group Inc.
  • Vanbarton Group
  • von Finck Family Real Estate Holdings

Notable Matters

Real Estate Representations
  • RXR Realty and SL Green Realty Corp. in their acquisition of a 48.7% interest in One Worldwide Plaza in New York City from an affiliate of New York REIT, Inc. for an agreedto value of the property of $1.725 billion and, in connection therewith, the refinancing of the property with $1.2 billion in mortgage and mezzanine loan CMBS financing provided by Goldman Sachs Mortgage Company.
  • RXR Realty in various transactions, including its:
    • joint venture arrangement with SL Green Realty Corp. to acquire a 48.7% interest in One Worldwide Plaza in New York City from an affiliate of New York REIT, Inc. for an agreed-to value of the property of $1.725 billion
    • acquisition of a 49% controlling interest of the leasehold estate in 5 Times Square in New York City from David Werner and partners, its related joint venture arrangement in connection therewith and the venture’s $1.36 billion mortgage and mezzanine refinancing of the building
    • $133 million refinancing of a portfolio of 22 office buildings located in Woodbury, Long Island, with its existing lender, Starwood Capital Group and related sale of a 49% non-controlling interest in the portfolio
    • $78.5 million construction financing provided by Bank of the Ozarks—the proceeds will be used to finance the construction of a 28-story, 280-unit multifamily rental project in New Rochelle, New York, totaling approximately 391,500 square feet with ground floor retail space, arts and cultural space and state-of-the-art amenities
    • $223 million mortgage and mezzanine construction financing of the development of Garvies Point in Glen Cove, Long Island
    • $157 million mortgage and mezzanine construction financing of The Ritz-Carlton Residences, Long Island, North Hills
    • preferred equity investment in 80 Broad Street in New York City and its related joint venture arrangement with NorthStar Realty Income Trust, Inc.
  • Related Companies and Oxford Properties Group in various transactions, including their:
    • $1.5 billion construction financing for the development of the one million square foot destination retail project, The Shops & Restaurants at Hudson Yards, to be anchored by a flagship Neiman Marcus store, the first in New York City.  The Shops & Restaurants at Hudson Yards is the centerpiece of the Hudson Yards development, the largest private real estate development in the history of the United States. The 28-acre site will include 17 million square feet of commercial and residential space, more than 100 shops and restaurants, approximately 5,000 residences, 14-acres of public open space, a new 750-seat public school and a 200-room Equinox-branded luxury hotel
    • joint venture with José Andrés-owned Think Food Group to develop an upscale Spanish-style food hall at Hudson Yards
    • joint venture with Snarkitecture Inc. to develop, own and operate an interactive art exhibition at Hudson Yards.
  • Related Companies in various transactions, including its:
    • joint venture with affiliates of Spitzer Enterprises to develop a mixed-use project with over 1.4 million zoning square feet to be comprised of residential, office and retail components and a community facility near the Hudson Yards development
    • joint venture with Vornado Realty Trust in their $625 million mortgage and mezzanine CMBS refinancing of 85 Tenth Avenue in New York City from Deutsche Bank AG, New York Branch and Wells Fargo Bank, National Association
    • joint venture with LargaVista Companies on an $88 million construction loan and an additional preferred equity investment, and ground lease modification in connection with the development of a boutique, seven-story retail and office building located at 298-308 Lafayette Street.
  • Second Swedish National Pension Fund, Andra AP-fonden (AP2) on its various U.S. investments, including its:
    • acquisition of an interest in a multi-party joint venture managed by Tishman Speyer to develop “The Spiral,” a 65-story trophy office tower to be constructed in the Hudson Yards district of Manhattan; the construction and development of The Spiral is being funded with $1.9 billion in equity from AP2, Bouwinvest and more than a dozen other institutional, pension fund and individual investors
    • major timber investments in various locations in the United States
    • $1.8 billion portfolio of U.S. commercial office buildings jointly owned by affiliates of Tishman Speyer Properties, The South Korean National Pension Fund (NPS) and the Government of Singapore Investment Corporation.
  • Bouwinvest on its various U.S. investments, including its:
    • acquisition of an interest in a multi-party joint venture managed by Tishman Speyer to develop “The Spiral”
    • formation of a joint venture with affiliates of MacFarlane Partners Investment Management and the acquisition by the joint venture of (i) a non-controlling interest in “The Level”, a 540 unit rental apartment building located in Williamsburg, Brooklyn and (ii) Park Fifth High-Rise, a 347 unit rental apartment building under development in Los Angeles, California.
  • SL Green Realty Corp. in various transactions, including its:
    • $97 million sale of 680, 750 and 734 Washington Boulevard, an approximately 325,000 square foot office building at the Stamford Towers complex in downtown Stamford, Connecticut by a joint venture between affiliates of SL Green Realty Corp. and Teachers Insurance and Annuity Association to an affiliate of CBRE Global Investors
    • $250 million refinancing of the Olivia at 315 West 33rd Street in New York City from Rothesay Life Plc
    • sales of 248-252 Bedford Avenue in the Williamsburg neighborhood of Brooklyn, NY, 140 and 150 Grand Street in White Plains, NY and 7 Renaissance Square at The Ritz-Carlton complex in downtown White Plains, NY.
  • Wilhelm von Finck family of Germany 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.
  • 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. We also advised NBCUniversal in securing a license to broadcast television programming from the new antenna at One World Trade Center for WNJU and WNBC.
  • El Ad Group and its joint venture with The Peebles Corporation in their $334 million construction loan from a group of lenders led by Bank of America, N.A. and $77 million mezzanine loan from an affiliate of Apollo Commercial Real Estate Finance, Inc. The loan proceeds will be used to finance the redevelopment and construction of approximately 139 luxury residential condominiums as well as a retail and garage component and a community facility space at 108 Leonard Street in the New York City neighborhood of Tribeca. We also advised a joint venture between El Ad and Silverstein Properties to sell commercial condominium units at One West End in New York City to Touro College; and an approximately $378 million inventory loan to fund completion of construction and marketing of unsold residential condominiums at One West End.
  • Extell Development Company through a joint venture on the negotiation of a lease with an affiliate of Hard Rock Cafe International (USA), Inc., for construction of a “Hard Rock” branded hotel in Times Square.
  • Universal Parks & Resorts, a wholly owned subsidiary of NBCUniversal Media and Comcast Corporation, in various transactions, including its:
    • $200 million permanent loan refinancing of the Loews Sapphire Falls Resort at Universal Orlando, a 4-diamond resort hotel with 1,000 rooms on the Universal Orlando Resort property in Orlando, Florida
    • acquisition of approximately 500 acres of undeveloped land in Orlando, Florida, (much of which is wetlands) from entities controlled by Stanley E. Thomas, a developer based in Atlanta, Georgia
    • acquisition of approximately 475 acres of undeveloped land (and the development rights related to the land) in Orlando, Florida from Colfin Orlando Funding LLC and Orlando REO Land LLC, entities controlled by Colony Capital, Inc.
    • $282.5 million term and construction loan from a bank syndicate led by Wells Fargo Bank, National Association, as administrative agent, secured by the Cabana Bay Beach Resort located on the Universal Orlando Resort property in Orlando, Florida
    • $505 million loan from Metropolitan Life Insurance Company secured by three hotels and a support facility located on the Universal Orlando Resort property in Orlando, Florida.
  • Naftali Group through its joint venture with Nahla Capital on a $105 million construction loan from the New York branch of Deutsche Bank AG that will be used to facilitate the construction of a luxury residential condominium project at 219-223 West 77th Street, in New York City.
  • Vanbarton Group on its $83 million acquisition of 115 Sansome Street in downtown San Francisco, and $90 million acquisition of 13-17 Laight Street in the Tribeca neighborhood of Manhattan from an affiliate of WhiteStar Advisors, as well as in connection with a $46 million acquisition loan from an affiliate of -Blackstone Mortgage Trust.
  • Uniti Group a publically traded REIT, in multiple long-term master lease agreements and build-to-suit agreements for wireless telecommunication towers and other telecommunication assets.
  • Slate Property Group in various transactions, including, as administrative member of its joint venture with GreenOak Real Estate, in the venture’s acquisition and construction financing from the Blackstone Group L.P. for the purchase of River Tower at 420 East 54th Street, a luxury residential building in the Sutton Place neighborhood of New York City and as administrative member of its joint venture with Meadow Partners, in the modification of its joint venture agreement with Meadow Partners and in the venture’s acquisition and construction financing from Wells Fargo Bank, National Association and its mezzanine financing from Winter Properties for the ground-up development of One Flatbush, a mixed-use project in Downtown Brooklyn.
  • Baron Capital 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.
  • Groupe du Louvre on the sale of 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.
  • 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.