Sullivan & Cromwell’s Commercial Real Estate Group occupies a unique leadership position in global commercial real estate transactions. As an industry-based Group, its real estate attorneys utilize a multidisciplinary approach to offer clients expertise in public and private market joint ventures, acquisitions and dispositions, financings and capital markets issuances, bankruptcy and creditors’ rights, the structuring and formation of private equity funds, separate accounts and other real estate investment vehicles, complex restructurings of family-owned businesses and assets, and stadium development financing and other sports-related matters.
For more information about the Group's work and specific areas of expertise, please see the below links:
SELECTED REPRESENTATIONSNotable selected representations include:
- Aetos Capital, in a reorganization separating its alternative investment advisory and Asian real estate fund businesses. S&C represented the interests of the advisory business, which will continue to operate under the name Aetos Capital (the real estate business will operate under the name Aetos Capital Real Estate).
- American Casino & Entertainment Properties, in its $850 million pending acquisition by Golden Entertainment.
- AT&T, in its conveyance to Crown Castle International and in its concurrent partial leasebacks of approximately 9,700 wireless communications sites for approximately $4.85 billion in upfront cash proceeds.
- Cole Holdings, in the approximately $3.7 billion merger of Spirit Realty Capital and Cole Credit Property Trust II and American Realty Capital Properties' unsolicited $9 billion offer for Cole Credit.
- CPPIB in its $1.2 billion acquisition of Houston-based REIT Parkway Inc.
- Deutsche Wohnen, in its acquisition of all outstanding ordinary shares in GSW Immobilien by way of a public tender offer.
- Dune Real Estate Partners and Whitehall Street Real Estate Funds, in their $350 million construction loan and $120 million preferred equity investment to fund the construction of 56 Leonard Street in Manhattan, one of the largest construction financings in New York City in 2013.
- Fairholme Capital Management, in the $1.7 billion sale of its 11 percent stake in General Growth Properties to Brookfield Asset Management, and Fairholme and Pershing Square in their $3.925 billion capital commitment for the stand-alone plan of reorganization of General Growth Properties.
- A consortium of underwriters, in Forest City Enterprises’s $250 million convertible senior notes offering. Completed July 2013.
- Frank McCourt, in the $2.15 billion sale (including $412 million to pay down debt) of the Los Angeles Dodgers out of bankruptcy to Guggenheim Baseball Management.
The transaction is the largest-ever for a sports franchise.
- General Growth Properties, in its: (i) $250 million high-yield notes offering; (ii) its $252 million preferred stock offering; and (iii) the $537 million SEC-registered offering of its common stock for funds affiliated with the Blackstone Group. According to the underwriters, the preferred stock offering represented the largest preferred share capital raise and the lowest dividend rate for a preferred share capital raise of any non-rated issuance by a REIT.
- GCT Global Container Terminals, in its $1 billion refinancing, including a secured loan facility and a placement of senior secured notes. GCT Global Container Terminals owns and operates four port terminal facilities—two in New York Harbor and two in Vancouver.
- GF Investments, in connection with various residential real estate investments, including a joint venture with Lennar for a proposed development project in Orlando, Florida, a joint venture with a group of private investors for the purchase of a portfolio of garden apartments in St. Louis, Missouri, and a joint venture with a Texas-based private equity fund for the completion of a pending development project in Pasco County, Florida.
- GF Investments, in connection with a sponsorship investment in HighBrook Income Property Fund and its general partners and the related management company.
- The Goldman Sachs Group, in partnership with Greystar and two institutional investors, in its purchase from Equity Residential of a portfolio of 27 multifamily properties for $1.5 billion, including both the acquisition and joint venture work among the various investors.
- GS Real Estate Mezzanine Partners, in making numerous loans, including a $58 million mortgage loan on the Parc 55 Wyndham Hotel and a $125 million loan on the Crown at Miami Beach Hotel.
- Highgate Hotels, in its $192 million first lien credit facility including a term loan and revolving credit facility
- ING Groep, in the sale of the majority of its real estate investment management business in three separate transactions for a combined price of approximately $1 billion.
- Jujamcyn Theaters, in connection with the $115 million financing of its Broadway theater business.
- Lazard Frères Real Estate Investors, in connection with the sale of various investment funds to Ventas for approximately $242 million.
- LEG Immobilien (Germany), in its $1.58 billion Rule 144A/Reg. S IPO.
- Madison Square Garden Companies, in connection with various arena and franchise-related developments and financings.
- Morgans Hotel Group, the New York-based hospitality management company in its series of agreements with the Yucaipa Companies to cancel Yucaipa’s interests in Morgans’ convertible notes, preferred stock and stock warrants in exchange for Morgans’ ownership interests in the Delano South Beach hotel in Miami and The Light Group.
- New York Football Giants and New York Jets, in connection with matters related to the ownership and ongoing operation and management of the professional football stadium known as Met Life Stadium in East Rutherford New Jersey, including in connection with their claims and litigation against the New Jersey Sports and Exposition Authority and affiliates of Triple Five Group Worldwide related to the $3 billion American Dream/DreamWorks entertainment and retail development at the Meadowlands Sports Complex.
- Northstar Realty Finance, in numerous offerings, including its: (i) spin-off from NorthStar Europe Corporation and NYSE listing; (ii) $1.1 billion SEC-registered offering of common stock in a forward sale; (iii) $805 million SEC-registered offering of common stock in a forward sale; (iv) $533 million SEC-registered equity offering; (v) $225 million SEC-registered hybrid offering; (vi) August 2013 $363 million SEC-registered offering of common stock; (vii) its June 2013 $300 million exchangeable notes offering; (viii) April 2013 $201 million Series D preferred stock offering; and (ix) February 2013 $252 million common stock offering.
- NorthStar Realty Finance Corp., in its $481.1 million of 3% senior notes due 2014 in exchange for $172.5 million of 7.50% exchangeable senior notes due 2031
- Outback Steakhouse/Bain Capital, in the $600 million multi-state mortgage and mezzanine loan borrowing and securitization (involving 261 restaurants in 35 states).
- A majority of the Pritzker family beneficiaries, in connection with the $950 million IPO of Hyatt Hotels.
- RBC Capital Markets, in making a $140 million mortgage loan to Northwood investors on the London West Hollywood Hotel and in making a $48.5 million mezzanine loan secured by 575 Lexington Avenue.
- JPMorgan and Wells Fargo, as representative for the underwriters, in Regency Centers’ preferred stock offerings, including an August 2013 $200 million SEC-registered common stock offering.
- Regency Centers, as counsel for the underwriters, in numerous offerings including its: (i) $650 million SEC-registered note offering; (ii) $406.4 million SEC-registered follow-on offering of shares; (iii) $232.2 million SEC-registered offering of common stock in a forward sale; (iv) $250 million SEC-registered note offering; and (v) $192.8 million SEC-registered offering of common stock in a forward sale
- The St. Joe Company, in the representation of a highly publicized putative shareholder class action brought under the federal securities laws concerning the valuation of real estate assets and disclosure issues.
- The St. Joe Company, in connection with its agreement to sell 382,834 acres of non-strategic timberland and rural land in Northwest Florida to AgReserves for $565 million.
- Toys “R” Us, in its $985 million bank loan syndicate refinancing of its store-owning subsidiary’s debt.
- Tisch and Mara families, owners of the New York Giants and the New York Football Giants, in the $1.6 billion joint venture with the New York Jets to develop a new football stadium and entertainment and retail complex in the Meadowlands, New Jersey.
The financing is the largest stadium financing ever to close in the United States and rivals the United Kingdom’s Wembley as the most expensive in the world—ranked by Project Finance Magazine as "2008 North American Leisure Deal of the Year."
- U.S.-based real estate investment fund manager, in connection with the structuring, formation and private placement of an approximately $700 million fund to invest in substantially stabilized real estate assets.
- U.S. Real Estate Opportunities I, a real estate fund managed by Goldman Sachs, in the sale of its 20 percent interest in 767 Venture, a joint venture that owns the GM Building in New York City, for cash consideration of approximately $360 million (before taking into account the property-level debt in place).
- Affiliates of U.S. Real Estate Opportunities I, in a $200 million construction loan of $238 million mortgage and mezzanine loans secured by components of an office complex in Northern Virginia.
- Vornado Realty Trust in the spin-off of its Washington, DC business formerly known as Vornado / Charles E. Smith, and its agreement to merge it with the operating company and certain select assets of The JBG Companies to form JBG SMITH Properties, a publicly traded REIT, in an $8.4 billion transaction.
- Vornado Realty Trust, in the $1.3 billion acquisition, along with other partners, of 650 Madison Avenue and in its $278 million acquisition, through a like-kind exchange, of a 92.5 percent stake in 655 Fifth Avenue and in the assemblage of a 472,000-zoning-foot site for a luxury residential condominium development on Central Park South and the related land loan.
- Vornado Realty Trust, in its $2.5 billion revolving credit facility, in a $325 million mortgage loan refinancing of Manhattan Mall, New York City, in a $97.5 million construction loan financing for the redevelopment of a retail complex in Georgetown, Washington, D.C., and in connection with a $300 million CMBS loan and standalone securitization secured by a regional shopping mall in New Jersey.
- Vornado Realty Trust, in a long-running contract dispute with The Stop & Shop Supermarket Company regarding the allocation of rental increases. After an eight-day trial, the court held that Stop & Shop was liable for the full amount of the rental increases, and entered a judgment of more than $56 million for Vornado.
- Vornado Realty Trust, in connection with its acquisition of approximately 11 percent stake in JC Penney and its disposition of approximately 40 percent thereof.
- Vornado Realty Trust, in connection with the formation of a joint venture with Millennium Partners for the development of the former Filene’s Basement development site.
- various Whitehall Street real estate funds, in the $450 million sale of its interests in the Hyatt Regency Waikiki; the $1.335 billion refinancing of its CNL/Tharaldson portfolio companies, which together own 154 limited service hotels valued at $1.66 billion and located in 32 states across the United States; and in obtaining a $350 million construction loan for the construction and development of a 60-story luxury condominium tower to be located at 56 Leonard Street in the TriBeCa neighborhood of New York City.