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.
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Apr 02, 2012
Cleary Gottlieb represented Goldman Sachs, as lender, in connection with the origination of a $1.4 billion mortgage loan for General Growth Properties' refinancing of the Ala Moana Center in Honolulu, Hawaii, the largest mall in Hawaii. General Growth Properties is one of the largest shopping mall REITs with 136 regional and super-regional malls, totalling approximately 140 million square feet of space.
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.
Jun 01, 2012
Cleary Gottlieb represented Kindred Healthcare, a publicly traded national operator of nursing centers and hospitals, in connection with its negotiation of a new master lease with Ventas for ten long-term acute care hospitals, containing approximately 1,066 licensed hospital beds. The master lease has an initial term of 10 years and an annual rent of $28 million.
Cleary Gottlieb also assisted with the negotiation of an arrangement to facilitate the early disposition of 54 nursing and rehabilitation centers that are currently leased by Kindred from Ventas under a partially expiring master lease.
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.
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.
Jul 26, 2011
Cleary Gottlieb advised Bridgepoint and Eurazeo in the acquisition of Foncia from BPCE.
As the leading residential real estate services company, Foncia has a network of more than 600 branches run by nearly 7,000 employees. It operates in France, Switzerland, Germany and Belgium, and offers a complete range of services for the residential real estate market: lease management, joint property management, sales advice, financing research, insurance and technical diagnoses.
Foncia’s enterprise value was valued €1.017 billion. Eurazeo and Bridgepoint invested about €480 million in equity capital (including €240 million on the part of Eurazeo and Eurazeo Partners). BPCE invested €200 million in the business, under conditions that protect Eurazeo and Bridgepoint’s returns. The balance of the acquisition was financed by debt of €395 million. The company will also have access to €90 million in available financing to assist with its development.
The acquisition closed on July 26, 2011.
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.
Aug 19, 2009
Cleary Gottlieb represented Kien Huat Realty III Limited in connection with its execution of an Investment Agreement with Empire Resorts, Inc. (“ERI”), announced on August 19. ERI, a publicly traded company that is listed on NASDAQ, owns and operates Monticello Raceway in the Catskill Mountains of New York.
Upon signing of the Investment Agreement, ERI issued to Kien Huat 6,804,188 shares of its common stock for $11 million in cash and, subject to stockholder approval and satisfaction of other customary conditions, at the subsequent closing, ERI will issue to Kien Huat an additional 27,701,852 shares for an additional $44 million in cash, following which Kien Huat will own slightly less than 50% of ERI’s total outstanding voting power.
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.
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.
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”).
Counsel in the Largest Real Estate Transaction in History
(Blackstones' $36 Billion Equity Office LBO)
“This sophisticated practice focuses on handling complex corporate and finance-related matters for a high-end client base. The team offers particular experience in securitization, leasing and capital markets, and regularly lends this expertise to some of the most prestigious projects in the USA.
‘Their client service is outstanding.’ ‘The response time is immediate and they know how to get deals done and protect the client.’”
Chambers USA (2013)
“This experienced team works seamlessly with the firm’s tax, mergers and acquisitions, finance and bankruptcy groups to represent owners and investors on a range of development, acquisition, disposition, financing, leasing and distressed asset work. … ‘I think they are fantastic. Someone on the team is always available to address our questions 24/7.’”
Chambers USA (2012)
“The New York-based real estate team at Cleary Gottlieb … covers the full range of real estate transactions, and spans the U.S. and beyond. It has seen a surge in development financing instructions, and a steady flow of sale-and-purchase work, private equity transactions and workouts.”
The Legal 500 U.S. (2012)
“This team continues to provide distressed real estate investments and innovative loan restructurings, while actively advising clients on new lending and development projects.”
Chambers USA (2011)
Cleary Gottlieb’s “team provides a ‘fantastic level of service’ and has both a national and international footprint. Its recent work includes distressed real estate investment, innovative loan restructuring transactions and new lending and development projects. It also has a deep private equity practice.”
The Legal 500 U.S. (2011)
“This team has established itself in real estate financing.”
Chambers Global (2010)
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