Real Estate Practice R eal Estate Practice 1

Our Global Reach 3

Excellence across Practice Areas 5 5 Financings 5 Capital Markets 5 Fund Formation and Investments 6 Joint Ventures 6 Restructurings 6

Our Recent Representations across Industry Segments 6 Hotels 6 Offices 9 Commercial and Retail 9 Residential 10 Homebuilders, Construction and Property Developers 10 Fund Formation and Investments 11

Attorney advertising PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. R Eal Estate PRACTICE From single-asset transactions to the largest and most significant, cross-border deals, Simpson Thacher & Bartlett LLP’s real estate practice provides comprehensive services to clients across the spectrum of real estate matters.

Our Experience and Expertise The Firm’s hallmark is our synthesis of pure real estate experience with our mergers and acquisitions, capital markets and restructuring prowess. This “Simpson Thacher is combination affords us a comprehensive view of our clients’ business objectives and an ability to help them to achieve their goals. The breadth and depth of widely reputed as our experience is unparalleled across the areas of practice in which we advise ‘the preeminent firm our clients. for corporate real estate deals . . . ’” Advising real estate investment trusts (REITs) and other real estate companies, C h a m b e r s U S A 2 0 0 9 sponsors, lenders and firms, we represent participants in virtually all capacities, including as buyers, sellers, lenders or financial advisors. Simpson Thacher helps clients address evolving business challenges, especially in recent times of economic uncertainty, in jurisdictions across the world.

1 Top Tier Ranking in Real Estate: Mainly Corporate Finance

C h a m b e r s U S A 2008 and 2009

De dication to Client Service from various practice groups, including M&A, On every engagement and for every client, our objective capital markets, tax, executive compensation and is to provide the highest quality legal services available employee benefits, environmental, intellectual globally. We believe our real estate practice excels and property and investment management, in a offers advantages in a number of ways, including: comprehensive and coordinated manner.

• Providing clients with excellence across all • Building on our M&A foundations and market practice areas. Simpson Thacher’s cross-practice knowledge. Our clients appreciate our ability to approach and experience in all aspects of highly synthesize pure real estate experience with M&A, complex transactions allows us to meet the full private funds and capital markets strengths. In complement of our clients’ needs. We are able to addition, Simpson Thacher has long enjoyed a offer a single source for answers on all legal issues premier role as counsel to private equity firms and pertinent to the real estate business. As market their portfolio companies across the entire spectrum conditions change, clients’ needs and objectives also of real estate transactions. shift—a company once seeking to expand through • Offering clients assistance with their objectives, acquisition may now be more focused on asset large and small. Simpson Thacher recognizes that management, divestitures or financing and the size and complexity of our clients’ real estate restructuring options. Our real estate practice is needs can vary enormously. Whether planning a sensitive to the dynamics of clients’ needs, and our complex multi-billion dollar acquisition or breadth and depth of experience serves these varied representing a client in a routine asset disposition, needs. In advising clients, we draw upon experience our attorneys provide pragmatic advice in order to achieve the client’s goals as expeditiously and efficiently as possible—no matter what the size.

• Mastering the entire life cycle of an asset. We assist with every phase of an asset’s life cycle from the initial conception, to acquisitions and securing acquisition finance, to the ongoing management of assets, to restructurings and dispositions as applicable.

Waldorf Astoria Hotel, , New York

2 Our Global reach Our practice is international in scope. As our clients’ needs have grown globally, we have expanded our practice to help them meet their evolving business challenges. Real estate clients value our global reach because we have the capacity to assist them with their most complex transactions around the globe.

Lawyers from all of our offices, many of whom have native language skills and regional and educational backgrounds, work as a fully integrated team to seamlessly complete international and cross-border transactions on behalf of our clients. Dedicated real estate teams in New York and London, drawing on support from transactional lawyers internationally, serve as a strong foundation for our work around the globe. With over 850 lawyers operating out of eleven offices worldwide, we offer the experience, excellence and the global presence our clients demand.

• Blackstone Real Estate Partners’ joint venture in which it acquired a 50% interest in the Broadgate Estate from The British Land Company PLC •

• Dune Real Estate Fund’s • ’s sale of • The Blackstone Group’s acquisition of the Extended Stay Hotels, with acquisition of Center Parcs (UK) Regency Embarcadero Center • hotels in the U.S. and Canada • Group PLC •

• TDC A/S’ sale- of 225 commercial properties in Denmark •

• Sale of Vitus Group, owner of a portfolio of 31,000 apartments throughout Germany •

• The Blackstone Group’s acquisition of Hilton Hotels , with hotels in 76 countries •

• The Blackstone Group’s acquisition of Equity Office Properties Trust • • Blackstone Real Estate • ’s Partners’ joint venture to joint venture with develop real estate in India • Kushner Companies, • Initial equity offering of owning 666 Fifth Avenue • Agra Empreendimentos Imobiliários S.A. • • The Blackstone Group’s acquisition of Changshou Commercial Plaza • • Cap Cana, S.A.’s debt restructuring • • The sale of the AIG Otemachi Building in Tokyo • • Initial equity offering of Socovesa S.A. •

3 Claridge’s London, United Kingdom

Trianon Palace, Versailles, France

Fairmont Le Montreux Palace, Montreux, “Doing an ‘outstanding job’ for clients, Simpson Thacher & Bartlett is ‘acknowledged as being the best of the best.’”

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E XCelleNC ACROSS Financings PRACTICE AREAS Lenders and borrowers alike recognize Simpson Thacher as the preeminent advisor in connection with a wide Mg er ers and Acquisitions variety of sophisticated transactions. Our ability Our practice combines the deal-making capabilities of the to arrange financing for our real estate clients, particularly Firm’s leading M&A practice with a deep understanding in conjunction with their M&A transactions, allows us to of the business of real estate. Simpson Thacher is widely provide premium and comprehensive service. We have recognized as a worldwide leader in complex M&A extensive experience with the full array of financings transactions on behalf of both buyers and sellers, and we used in real estate transactions, including mezzanine have maintained an impressive market share of real financing, revolving credit facilities, term loans, equity estate M&A transactions in recent years. bridge loans and debt financing arrangements.

We believe that we are the leading firm in the world Clients see our practice as distinct because of our in representing private equity clients. During the past comprehensive knowledge of financial instruments used few years, we have represented The Blackstone Group in a range of circumstances and at all levels of the capital in twelve acquisitions of public real estate companies structure, and our appreciation of the commercial having an aggregate value of more than $100 billion, realities our clients face. including the $39 billion of Equity Office Properties. Capital Markets Our premier capital markets practice covers all facets of Because our real estate practice is among the most financings, including initial public offerings (IPOs) and sophisticated and diversified of major U.S. law firms’, we offerings of equity, high yield debt, investment grade are uniquely qualified to advise clients on all aspects of and convertible bonds, as well as derivative and complex distressed real estate matters. We regularly advise instruments. Recently, we have done a significant number financial and other institutions, private equity firms and hedge funds on the range of issues that exists in today’s marketplace given the dislocation of the real estate markets as a result of the credit crisis and offer a practical Among the top 3 Law Firms in approach to finding innovative solutions for our clients. New York for Corporate and In addition, we have advised numerous strategic and Private Equity Acquisitions financial bidders on the acquisition of troubled companies and their assets, both through bankruptcy plans of T h e L E G A L 5 0 0 U N I T E D S T A T E S 2 0 0 9 reorganization and Section 363 asset sales.

5 Three Simpson Thacher Lawyers Recognized as Top Tier Real Estate Lawyers

C h a m b e r s U S A 2 0 0 9

C h a m b e r s G l o b a l 2009 & 2010

of debt offerings and restructurings for our real estate identifying and implementing unique and innovative clients in the hotel and homebuilder industries, among solutions that best meet our clients’ objectives. others. We have a uniquely balanced practice and represent both issuers and underwriters of securities, Our practice involves representing both senior lenders controlling shareholders, as well as other market and agents for senior leaders and also companies and participants. This balance provides a competitive debtors in complex Chapter 11 cases, workouts and out- advantage for our clients because our lawyers appreciate of-court restructurings; advising our clients on pre- the commercial and market considerations of all parties packaged and pre-negotiated bankruptcies; representing involved in any capital markets transaction. lenders who provide Chapter 11 debtor-in-possession and exit financing; counseling our clients regarding Fund Formation and Investments investment or acquisition opportunities in connection Simpson Thacher has a unique level of experience in with distressed entities and assets; and assisting with organizing private equity and hedge funds. Our bankruptcy litigation as the need arises. experience is global in scope and covers U.S. funds with a wide variety of investment criteria, including real estate funds. We regularly assist clients with organizing real estate-related private equity funds, advising fund sponsors OR U ReceNT REPRESENTATIONS and investors and representing clients in leveraged ACROSS INDUSTRY SEGMENTS buyout transactions and other investment activities. Hotels Joint Ventures • The Blackstone Group in the largest acquisition Institutional investors and REITs alike routinely turn to ever completed of a hotel company—the $26 billion Simpson Thacher for assistance with joint ventures, acquisition of Hilton Hotels Corporation, which particularly in connection with real estate M&A manages or franchises more than 2,800 hotels in transactions. We have experience negotiating, forming 76 countries. The transaction involved a $21 billion and operating joint ventures involving single assets securitized mortgage and mezzanine financing. and portfolios of assets across all property types. • Cap Cana, S.A., one of the largest real estate companies in Latin America and the Caribbean, in Restructurings connection with the restructuring of substantially Many of our real estate clients have been affected by all of its financial debt. the credit and liquidity crisis in the world economy since 2007, resulting in an increased need to understand and • The Blackstone Group in its $2.6 billion acquisition respond quickly to the challenges of restructuring and of MeriStar Hospitality Corporation, one of the bankruptcy issues. Simpson Thacher is adept at nation’s largest hotel real estate investment trusts,

6 “Providing clients with the full array of real estate corporate and financial matters, clients ‘couldn’t be happier with the service’ and are ‘thrilled with the group.’”

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R epublic, Denmark, France, Germany, Italy, Netherlands and Sweden, valued at a combined $3 billion.

• La Quinta Corporation in the securitized mortgage and mezzanine financing of 355 hotels in 35 states, valued at $3.1 billion.

• Dune Real Estate Fund in the formation of a joint venture to acquire and develop the recently opened The Standard Hotel in Manhattan.

• Dune Real Estate Fund in the acquisition of the Hyatt Regency Embarcadero Center from Strategic Hotel Capital, an affiliate of & Co. and Prudential Real Estate Investors.

• KSL Capital Partners in the $1.8 billion acquisition of ClubCorp, Inc., an owner and operator of over 160 golf courses, country clubs, private business and sports clubs and resorts across the .

• The Blackstone Group in its £265 million acquisition of Center Parcs (UK) Group PLC, one of the largest operators of holiday resorts in the United Kingdom, T he Standard Hotel, New York, New York in a public to private scheme of arrangement. We also represented Blackstone in its £825 million which owns 60 hotels in major markets and resort acquisition of the privately-held property company, locations around the country. which owns all of Center Parcs’ real estate, and the • The Blackstone Group in the $8 billion sale of related £715 million acquisition financing with the Extended Stay Hotels, the largest owner of mid- Royal of Scotland. priced properties in the United States with 683 properties and approximately 76,000 units in 44 states and Canada, to .

• The Blackstone Group in the acquisition of and associated financing of hotel portfolios in Belgium, Czech

7 West Side, Trump Towers Complex, New York, New York L a r g e s t R e a l E s t a t e D e a l i n H i s t o r y : Blackstone / Equity Office Properties Trust

Offices • The Carlyle Group in a joint venture with Capstone • The Blackstone Group in the $39 billion acquisition Partners to acquire 14 Wall Street, a landmark office of Equity Office Properties Trust, the largest U.S. building in downtown Manhattan. office-building owner and manager. At the time, the • The Blackstone Group with the acquisition from deal marked the largest private equity buyout in of 50 office buildings throughout history and the largest real estate deal in history as Western Europe. reported by The Wall Street Journal. The transaction involved a $29.6 billion securitized mortgage and • The Blackstone Group in its acquisition of mezzanine financing and a $3.5 billion equity CarrAmerica Realty Corporation, one of the nation’s bridge facility. premier real estate companies, with a portfolio of 285 properties totaling approximately 26.3 million • American International Group, Inc. in the sale of square feet, and also with its sale of 22 CarrAmerica the AIG Otemachi Building to Nippon Life properties located in Washington, D.C., Company for approximately $1.4 billion in cash, one and to for $2.8 billion. of the largest dispositions in 2009. The property is located in the Marunouchi district, Tokyo’s business Commercial and Retail center, and is a unique asset as a result of its location • Blackstone Real Estate Partners in connection with next to and overlooking the Imperial Palace. a joint venture in which it acquired a 50% interest • The underwriters in connection with both publicly from The British Land Company PLC in the registered and Rule 144A/Regulation S offerings Broadgate Estate, a 30-acre, 4.5 million square foot by Brandywine Realty Trust, a REIT that has a campus of 16 office buildings in the City of London. portfolio of office and industrial properties in the • The Blackstone Group and its joint venture with mid-Atlantic region, and . Emeritus Corporation and Columbia Pacific • Equity Office Properties Trust, in the largest New Advisors in connection with the $1.3 billion York City real estate transaction in history—the acquisition of a majority interest in a portfolio of $6.8 billion sale of eight high-profile Midtown 149 senior living properties. Manhattan office buildings to Macklowe Properties. • The Carlyle Group in an acquisition of controlling • Portfolio companies of The Blackstone Group with interests in a joint venture with Kushner Companies several significant office portfolio transactions, that owns the prime retail property at 666 Fifth including the $8.9 billion acquisition of Trizec Avenue in New York. This transaction constituted Properties, Inc. the largest Manhattan retail property sale in 2008 as reported by Real Estate Alert and involved $325 million of mortgage financing and $135 million of mezzanine financing.

9 L a r g e s t A c q u i s i ti o n E v e r C o m p l e t e d o f a H o t e l C o m p a n y : Blackstone / Hilton Hotels Corporation

• The Carlyle Group in a joint venture with Sitt Asset which was formed to acquire and manage retail Management to acquire and re-develop a building properties throughout China. in the Meatpacking District of Manhattan. • TDC A/S, Denmark’s largest telecommunications • CB Richard Ellis Group, Inc. in connection with company, in a sale-leaseback of 225 commercial equity and debt offerings, with joint proceeds of properties in Denmark. $600 million. CB Richard Ellis Group is the world’s largest commercial real estate firm, with leading Residential full service operations in major metropolitan areas • Deutsche Bank Real Estate Management and The throughout the world. Carlyle Group in a project financing for a luxury • The Carlyle Group in a joint venture with Chelsea multifamily and condominium project on the Hudson Senior Living, Inc. to acquire a portfolio of assisted waterfront in Manhattan, the largest construction living facilities in several locations in . financing arranged in New York in 2008.

• The Blackstone Group with its HK536.7 million • The Carlyle Group in a joint venture with Ascend acquisition of Changshou Commercial Plaza, one of Development Company to acquire and develop a the largest retail complexes in Shanghai, from VXL luxury condominium project on the upper east side Capital, a Hong Kong-listed company. of Manhattan.

• The Blackstone Group in connection with a joint • The Carlyle Group in a joint venture with Extell venture called Insite Asset Management Limited, Development to develop The Lucida, a luxury condominium and retail project on the upper east side of Manhattan.

• The Blackstone Group with the $2.1 billion sale of Vitus Group, which owns a portfolio of 31,000 apartments in Germany.

HomeBuilders, Construction and Property Developers • Global Markets Inc., Barclays Capital Inc., Morgan Keegan & Company, Inc. and SunTrust Robinson Humphrey, Inc. as underwriters in a public debt offering by The Ryland Group, Inc., one of the nation’s largest homebuilders and mortgage-

666 Fifth Avenue, New York, New York finance companies.

10 Top Tier Ranking in Private Equity: Fund Formation

C h a m b e r s G l o b a l 2008, 2009 & 2010

• Toll Brothers, Inc. in connection with debt offerings Fund Formation and Investments by its wholly-owned Toll Brothers • The Blackstone Group in the establishment of Finance Corp. Toll Brothers designs, builds, markets Blackstone Real Estate Partners VI L.P. and prior and arranges financing for single-family detached funds, and Blackstone Real Estate Partners Europe and attached in luxury residential III L.P. and prior funds. communities in 21 states of the United States. • The Carlyle Group in the establishment of Carlyle • , Inc. in a series of debt Realty Partners V L.P., which raised approximately restructuring transactions, including three $3 billion and will primarily make investments in concurrent cash tender offers, a complete domestic real estate and real estate-related assets, restructuring of its secured bank and high yield and prior funds, Carlyle Asian Real Estate Partners II debt profile, the entry into certain stand-alone letter L.P. and prior funds, and Carlyle Europe Real Estate of credit facilities and a private placement offering Partners, L.P. of $785 million of first priority senior secured notes. • in the establishment of Morgan • The Blackstone Group in various ventures with Stanley Real Estate Fund VII Global L.P. and Generation Estates to build the Nido Student prior funds. Housing platform throughout Europe. • J.E. Robert Companies in the establishment of JER • Blackstone Real Estate Partners in connection with Real Estate Partners IV, L.P. and prior funds, and JER a joint venture with Synergy Property Development Real Estate Partners Europe III, L.P. and prior funds. Services Pvt. Ltd. to develop commercial real estate • Northwood Investors LLC in the establishment of throughout India. Northwood Real Estate Partners LP and its related • Bedford Property Investors, Inc., a property co-investment funds. The “evergreen” funds raised developer and manager, in its $880 million sale to approximately $1.25 billion in capital commitments LBA Realty LLC. and will primarily make investments in real estate and real estate-related debt, equity and other • The initial purchaser in connection with the initial interests. equity offering of common stock of Socovesa S.A., a leading residential real estate development company in Chile.

• Agra Empreendimentos Imobiliários S.A., one of the largest private real estate developers in Brazil, in an initial offering of common shares.

11 “[Simpson Thacher] is praised by clients for the ‘quality of the service’ and ‘attention to detail’ offered by its lawyers . . . ”

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S impson Thacher & Bartlett LLP is one of the world’s leading international law firms. The Firm was established in 1884 and has more than 850 lawyers. Headquartered in with offices in Beijing, Hong Kong, Houston, London, Los Angeles, Palo Alto, São Paulo, Seoul, Tokyo and Washington, D.C., the Firm provides coordinated legal advice and transactional capability to clients around the globe.

S impson Thacher & Bartlett LLP, New York Office

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