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Real Estate
Cleary Gottlieb’s real estate practice is diversified and global, spanning the full range of transaction types, regions and asset classes. Responding to both the limitations and opportunities presented by the credit crunch, we have recently advised on some of the largest and most high profile real estate acquisitions, dispositions, joint ventures, financings and restructurings. For more than 65 years, Cleary Gottlieb has been a pioneer in real estate law across the globe, providing clients with meaningful solutions to their business needs in fluctuating and complex markets.
Our real estate practice is broad-based and comprehensive, with lawyers regularly representing owners, lenders, developers and investors worldwide in:
- Acquisitions and dispositions
- Joint ventures, partnerships and equity investments
- Development projects
- Financings, including syndicated lending, securitizations and other capital markets transactions
- Bankruptcy and restructuring work, including workouts, distressed real estate investment and loan restructurings
- Leisure, hospitality and gaming transactions
- REIT transactions
As part of the firm’s integrated global practice, our real estate team regularly handles significant cross-border and domestic matters throughout the Americas, Europe, Asia and the Middle East. Our clients include major global financial institutions, leading private equity funds, governments and sovereign wealth funds, domestic and international pension funds, other institutional investors, and Fortune 500 companies. Recent highlights from our practice include:
- Advising on the real estate aspects of many complex matters related to the financial crisis, including a cross-border acquisition in connection with the largest-ever bankruptcy in U.S. history;
- Advising on virtually every major LBO real estate financing that occurred before the onset of the financial crisis;
- Advising on various construction, financing and joint venture aspects of development projects in Bangkok, Dubai, Los Angeles, Mexico City, Miami, Muscat, New York, and Zanzibar, among many others;
- Advising on the purchase and sale of trophy office buildings and hotels in New York, Washington, D.C., Florida, California, Colorado, and other locations in the United States and internationally, including a transaction representing approximately 25 percent of the New York real estate sales volume from January - October 2008 (Bloomberg);
- Representing a syndicate of lenders in the largest real estate transaction in history, which was also, at the time, the largest-ever LBO in any industry;
- Advising a major equity investor in the largest-ever sale of a single office building at the time;
- Advising on the largest single-asset mortgage loan origination and securitization at the time and the largest mezzanine loan ever originated; and
- Advising in the first-ever Korean Won denominated securitization and also in the first Dubai securitization offered to U.S. investors.
We are uniquely qualified to assist clients with such complex matters because of our “one firm” approach to the practice of law. There are no formal departments at Cleary Gottlieb and all clients are clients of the firm, not of an individual partner. This allows our real estate lawyers to collaborate with our experts in other related fields and seamlessly work together to best serve our clients. We continue to be recognized for the breadth of our experience and for our exceptional group of lawyers who are widely regarded as innovators and leaders in real estate law. With new and exciting projects on the horizon, we expect our practice and prominence to continue to grow.
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Mar 06, 2013
Cleary Gottlieb represented Colony Capital in the negotiation of a joint venture with Aimbridge Hospitality. The Colony - Ambridge venture effected the recapitalization, emergence from bankruptcy and rebranding of a portfolio of 103 Jameson Inn hotels. Cleary Gottlieb had previously represented Colony in various aspects of the Jameson transaction, including the acquisition of a senior mezzanine loan secured by the Jameson Inn portfolio, subsequent workout negotiations, the dismissal of the Chapter 11 bankruptcy case of Colony's mezzanine borrower, and Colony's foreclosure of its mezzanine collateral.
Jan 11, 2012
Cleary Gottlieb is advising the Genting Organization in its dealings with the State of New York concerning a $4 billion private investment for the development of a 3.8 million square foot convention and exhibition center at the Aqueduct Racetrack site in Queens, New York. In addition to the new convention space, up to 3,000 hotel rooms are expected to be developed. The convention and exhibition center will be the largest in the nation and will generate tens of thousands of jobs.
Mar 11, 2013
Cleary Gottlieb represented Ivanhoé Cambridge in a €1 billion joint investment with Blackstone in debt secured by Gecina shares. On March 11, 2013, Ivanhoé Cambridge and Blackstone entered into limited partnership agreements in relation to a joint investment through various Canadian and Luxembourg entities in (i) the debt of certain Gecina shareholders secured by pledges over their Gecina shares and (ii) Gecina shares.
Ivanhoé Cambridge and Blackstone have already invested approximately €1 billion in such debt through this investment structure (as of March 11, 2013). In particular, they now hold more than 60% of the debt (secured by Gecina shares) of Alteco Gestión y Promoción de Marcas and Mag-Import, two of the three largest Gecina shareholders, which are both currently in insolvency proceedings in Spain.
Gecina is a French real estate investment company (so-called “SIIC”) listed on Euronext Paris, and one of the leading French real estate groups. It owns, manages and develops property holdings worth €11 billion as of December 31, 2012.
Ivanhoé Cambridge is a Canadian real estate subsidiary of “Caisse de dépôt et placement du Québec” (one of Canada's leading institutional fund managers) and operates in real estate investment, development, asset management and building operations. It holds assets in more than 20 countries worth more than Cdn$30 billion as of December 31, 2011.
Blackstone is one of the world’s leading investment and advisory firms. Its businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-focused funds and closed-end funds, as well as various financial advisory services.
Apr 05, 2013
Cleary Gottlieb advised Mount Kellett Capital Management in connection with the acquisition of Hôtel Sofitel Le Faubourg in Paris (April 2013), including associated joint venture and financing arrangements, and negotiation of a new long-term management agreement with Accor for this flagship hotel.
Sep 01, 2011
Cleary Gottlieb has been representing a joint venture between YOTEL and international hotel developer IFA Hotels & Resorts in the development, opening and financing of the new YOTEL 700-room hotel on 42nd Street and 10th Avenue in New York City. YOTEL is known for operating innovative pod hotels in airports in London and Amsterdam. As YOTEL’s first cabin hotel in the United States and its first city center location, YOTEL New York features the largest terrace of any hotel in New York City and a fully automated check-in procedure, complete with luggage robot. YOTEL New York opened in June. The initial acquisition financing closed June 1 with affiliates of Atrium Holding as the mortgage and mezzanine lender.
Mar 25, 2013
Cleary Gottlieb represented Terrafina, a real estate investment trust (fideicomiso de inversión en bienes raices, or “FIBRA”) anchored by a large industrial portfolio, in the company’s recent $610 million initial public offering of Real Estate Trust Certificates. The offering was comprised of an initial public offering on the Mexican Stock Exchange and a Rule 144A/Reg S offering in the United States and outside of Mexico and the United States. The transaction closed on March 25, 2013.
Terrafina is a FIBRA targeting industrial real estate opportunities in Mexico. Terrafina’s initial portfolio consists of 146 real estate properties, including 132 developed industrial facilities and 14 land reserve parcels located across 25 cities in 16 Mexican states. Terrafina will be advised by an affiliate of PREI Latin America, the Latin America business of Prudential Real Estate Investors. PREI Latin America is one of the largest real estate investment managers in Latin America and has been investing in the region since 2002.
Terrafina’s initial public offering is the first public listing in Mexico of a FIBRA exclusively targeting industrial real estate and the seventh Mexican equity offering in which Cleary Gottlieb has acted as special U.S. counsel within the last 12 months.
Dec 23, 2010
Cleary Gottlieb is representing affiliates of TPG Capital in the acquisition of a $505 million portfolio of U.S. retail and mixed-use assets from ProLogis. The transaction was signed on December 17 and is expected to close in the first quarter of 2011.
ProLogis acquired the real estate portfolio being transferred to TPG from Catellus Development Corporation in 2005. The portfolio includes four shopping centers, two office buildings, 11 mixed-use development projects, two residential joint ventures and Los Angeles Union Station, as well as a variety of ground leases, telecommunication easements and former railroad rights of way. As part of the transaction, TPG will also acquire the Catellus name.
Jan 13, 2011
Cleary Gottlieb represented Goldman Sachs in the $435 million financing of a national portfolio of 29 assisted living communities acquired by a newly-formed joint venture between Sunrise Senior Living, a publicly-traded REIT, and CNL Lifestyle Properties. The financing utilized a so-called "OpCo/PropCo" structure and was tranched into one layer of mortgage debt and three layers of mezzanine debt secured by equity pledges.
Jun 01, 2010
Cleary Gottlieb represented Inmobiliaria Carso in connection with its acquisition of the office building located at 417 Fifth Avenue, Manhattan. The 11 story, 411,537 square foot Class A office building was built in 1911 and was sold by a subsidiary of the Whitehall Street Global Real Estate Limited Partnership 2007, an investment fund sponsored by Goldman Sachs. The building was acquired in a transaction that closed on June 1.
Inmobiliaria Carso is a real estate investment company. 417 Fifth Avenue represents Inmobiliaria’s first acquisition of a U.S. property.
Feb 25, 2010
Cleary Gottlieb represented Goldman Sachs in restructuring the €3.6 billion financings secured by properties leased to department store chain KarstadtQuelle (later renamed Arcandor). The restructuring became necessary due to the insolvency of the Arcandor Group, including its subsidiaries Karstadt and Quelle. The restructuring closed on February 25. Cleary Gottlieb also represented Goldman Sachs in originating the initial senior and mezzanine financings of these properties in July 2006, comprising a sale-and-lease-back of more than 170 properties.
Cleary Gottlieb's role in the restructuring extended to various aspects of the transaction, including amendments to finance documents and security, changes to intercreditor and syndication arrangements, and lease modifications.
It is expected that Karstadt's insolvency receiver, Hubert Görg, will soon present to Karstadt’s creditors an insolvency plan with the aim of rehabilitating the company. The recent restructuring of finance and lease arrangements was critical to the willingness of the insolvency receiver to proceed with rehabilitation planning.
Sep 03, 2010
Cleary Gottlieb represented Goldman Sachs as lender in the further restructuring of the senior and mezzanine financings of an acquisition of properties leased to department store chain Karstadt in 2006. Initially, the transaction comprised financings in an amount of up to €3.6 billion and a sale-and-lease-back of more than 170 properties. The further restructuring which was agreed on September 3 became necessary due to the sale of the insolvent Karstadt Warenhaus GmbH to investor Nicolas Berggruen.
Cleary Gottlieb already advised Goldman Sachs in 2006, 2008 and in February 2010 with respect to the original financing and the following restructurings, respectively.
Cleary Gottlieb's role in the restructuring extended to various aspects of the transaction, including amendments to finance documents and security, changes to intercreditor and syndication arrangements, and lease modifications.
Mar 03, 2010
Cleary Gottlieb represented the lenders in connection with the successful restructuring and extension of €400 million of senior mortgage and mezzanine financings for the Queens Moat hotels group, a joint venture of the Whitehall Funds and Westmont Services. Queens Moat owns hotels across the United Kingdom, Germany and the Netherlands under various brands, including Holiday Inn, Crowne Plaza and Best Western.
Jan 21, 2009
Cleary Gottlieb represented Grupo Bimbo, S.A.B. de C.V. (Grupo Bimbo) in its acquisition of Weston Foods, Inc., the U.S. bakery division of George Weston Limited, for U.S.$2.38 billion and its acquisition of related financial assets for U.S.$125 million. The transaction closed on January 21, 2009.
Seven banks financed the transaction through a U.S.$1.9 billion dual currency term facility with a three-year tranche, a five-year tranche and a U.S.$900 million dual currency one-year bridge facility that is expected to be taken out in the local bond market. A substantial portion of the commitments were funded in Mexican Pesos, requiring Grupo Bimbo to engage in foreign exchange transactions in between funding and payment to George Weston Limited on the day of closing. This is the largest cross-border acquisition financing in recent months in Latin America.
Grupo Bimbo, which is among the world’s largest baking companies in terms of production and sales volume, has more than 80 plants and 800 distribution centers located in 18 countries throughout the Americas, Europe and Asia. Grupo Bimbo produces over 5,000 products and its direct distribution networks comprise more than 36,500 routes and 96,000 employees.
As a result of this transaction Bimbo Bakeries USA (BBU), Grupo Bimbo’s consolidated U.S. operation, becomes one of the largest baked-goods companies in the country, with a leading position in bread, buns, sweet baked goods and cakes. BBU’s brand portfolio now includes Arnold, Bimbo, Boboli, Brownberry, Entenmann’s, Francisco, Freihoffer’s, Marinella, Mrs Baird’s, Oroweat, Stroehmann, Thomas’ and Tia Rosa.
Nov 21, 2008
Cleary Gottlieb is representing the German Savings Bank Association (“DSGV”) with respect to back guarantees granted by DSGV and other major German banking associations and financial institutions to the Federal Republic of Germany in connection with a €50 billion rescue package arranged by the German Federal Government and various significant financial institutions for the Hypo Real Estate Group.
In 2007, Cleary Gottlieb advised DSGV on the acquisition of Landesbank Berlin Holding AG (formerly “Bankgesellschaft Berlin”).
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