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Defining Matters Explores the Intersection of a Number of Current Topics and Our Ongoing Work Across Sectors and Practice Areas

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Defining Matters Explores the Intersection of a Number of Current Topics and Our Ongoing Work Across Sectors and Practice Areas Foreword Since our founding in 1968, we have remained at the forefront of solving a divergent range of contemporary challenges that our clients face in the marketplace. This 50th anniversary commemorative edition of Defining Matters explores the intersection of a number of current topics and our ongoing work across sectors and practice areas. From assessments of cryptocurrencies and mixed reality to the rise of nonbank lenders and immigration policy, we present the trends and topics that matter most to our clients and the broader global society in which we operate. As we look to the future and our next 50 years, we will continue to anticipate client needs and provide creative and practical solutions that advance our clients’ objectives. We invite you to join us as we explore some of the most complex and talked-about issues of the current business climate and how our clients are addressing them. KRAMER LEVIN NAFTALIS & FRANKEL LLP | 3 Contents 6 One for the books: 28 50th anniversary: Celebrating A record-setting REIT IPO leadership, service and innovation 8 After the storm: US housing player 32 The #MeToo movement: sees bright skies ahead An opportunity for positive change 10 Retail industry swoons 34 Private equity fund sues Petrobras to recover investment lost in ‘Car Wash’ scandal 12 A tale of two sides of M&A: 36 Hudson Yards puts far west Financial and strategic Manhattan back on the map 14 Reimagining iconic landmarks: 38 A pioneer in claims trading: The Waldorf Astoria and the Palace Theatre Defining the distressed investing market 15 The revitalization of Brooklyn, 40 Credit default swaps and a new technique Queens and the Bronx involving ‘unconventional’ credit events 16 DOJ prosecutors continue 42 The future is now: Self-driving to target individuals cars and mixed reality 18 LBOs and the rise of 44 The evolution of cybersecurity nonbank lenders 20 Energy sector not 46 The largest auto industry recall in history out of the woods yet 22 Sweeping new immigration restrictions 48 Trends in advertising litigation hurting American companies 24 Tax reform: A seismic shift in 50 Regulators eye cryptocurrencies the US economic landscape 26 The sun rises in the East: East Midtown 52 Clean energy: Solar and property-assessed experiences a renaissance clean energy (PACE) KRAMER LEVIN NAFTALIS & FRANKEL LLP | 5 One for the books: A record-setting REIT IPO VICI Properties is no stranger to represent: 36.6 million square feet of • A $1.14 billion sale/leaseback creating unforgettable, groundbreaking space; more than 15,000 hotel rooms; a transaction to acquire and lease experiences. As one of the country’s collection of more than 150 restaurants, back the land and real property premier experiential-asset real estate bars and nightclubs; 780,000 square feet improvements associated with investment trusts (REITs), VICI owns of conference and exhibit space; and a the iconic Harrah’s Las Vegas and develops an extensive portfolio staggering 2.1 million square feet of • A $73.6 million sale to Caesars of of best-in-class gaming, hospitality and gaming space. undeveloped land adjacent to the entertainment destinations, providing Las Vegas Strip, upon which Caesars exceptional customer experiences to Kramer Levin began representing VICI intends to construct a 300,000- all who patronize its establishments. from its inception in October 2017. But square-foot convention center Among the market-leading properties our story begins in 2014 — the year • A $1 billion equity financing in a in its real estate portfolio, the company prior to the commencement of Caesars private placement and agreements counts various Caesars (including Entertainment Operating Co. Inc.’s for the repurchase of $400 million the world-renowned Caesars Palace), Chapter 11 bankruptcy case. Kramer of Caesars Palace Las Vegas CMBS Horseshoe, Harrah’s and Bally’s brands, Levin represented holders of more mezzanine debt as well as four championship golf courses. than $3 billion of Caesars-issued first-lien notes — the largest and key creditor • A $2.6 billion credit agreement and VICI continues to blaze trails and create constituency — throughout the debt refinancing to finance, in part, new milestones in the marketplace. In restructuring. The reorganization split the Harrah’s Las Vegas purchase February 2018, the company completed Caesars’ gaming and hotel businesses a record-setting $1.4 billion initial public into two companies: a REIT (VICI) to The combined $4.81 billion value of these offering (IPO), the fourth-largest REIT IPO hold Caesars’ real estate assets, and deals attests to the great trust clients in history and the largest in the hotel an operating company to manage place in Kramer Levin’s ability to deliver and leisure sector, eclipsing MGM Growth its gaming and hotel operations. world-class counsel and solutions Properties, which previously held the Kramer Levin subsequently advised with a view toward future opportunity. top spot. Shares began trading on the VICI on four strategic and capital New York Stock Exchange on Feb. 1. transactions that simultaneously closed on Dec. 22, 2017: This transaction’s magnitude matches the equally impressive scale that the properties in the portfolio collectively 6 Top five hotel/leisure REIT IPOs in history* Shown in millions of U.S. dollars VICI Properties Feb. 2018 $1,391.50 MGM Growth Properties Apr. 2016 $1,207.50 RLJ Lodging Trust Inc. May 2011 $569.25 Sunstone Hotel Investors $412.51 Oct. 2004 Pebblebrook Hotel Trust $402.50 Dec. 2009 * At press time, as of May 2018 Source: Nareit, reit.com, May 2018 KRAMER LEVIN NAFTALIS & FRANKEL LLP | 7 After the storm: US housing player sees bright skies ahead The effects of the 2007 subprime mortgage crisis continue have remained unusually strong. One of the largest servicers to reverberate across the housing and financial markets to of subprime loans, Ocwen worked diligently to avoid foreclosure this day. The factors that caused the crisis are well-known on properties in distressed situations and to keep people in their and documented: increased liquidity in the marketplace due homes whenever possible. Indeed, Ocwen has to date modified to low interest rates, subprime mortgages being extended upward of 800,000 mortgages under the Home Affordable to less qualified borrowers with poor credit, speculation on Modification Program, designed to help financially struggling continuously rising home prices, nontraditional mortgages that homeowners avoid foreclosure through loan adjustments that carried hidden risks, and banks and lenders selling volumes make the payments more affordable, and sustainable long term, of subprime mortgages to the secondary mortgage market to for borrowers. collect originating fees. A decade later, those hardest hit by the crisis are still digging out. Working together since early 2014, Ocwen and Kramer Levin have defended a range of civil litigation matters and resolved Ocwen, one of the country’s largest nonbank mortgage servicers, issues arising from investigations by regulatory bodies, including: has been a major player in dealing with the fallout of the crisis • Dismissal with prejudice at the pleading stage of a securities and experienced significant challenges during the crisis and class action predicated on regulatory proceedings brought beyond. The company is only now rebounding, with the help of in 2017 by the Consumer Financial Protection Bureau and Kramer Levin, from numerous legacy issues that stemmed from other regulators the 2007 crisis. The confluence of several events stalled the company’s progress: • Several favorably settled securities class actions and opt-out • Intense criticism and review of its mortgage servicing lawsuits filed by Ocwen shareholders and arising from various regulatory actions during 2012 – 2014 practices and its responses to struggling homeowners • Securities class actions • Successful resolution of several SEC investigations, with two • Opt-out securities litigation probes resolved without charges and a third resulting in a • Shareholder derivative litigation non-fraud consent order and a modest penalty • Securities and Exchange Commission (SEC) investigations • Negotiations with the NYDFS, resulting in the termination • New York Department of Financial Services (NYDFS) of a multiyear NYDFS-imposed monitorship enforcement requiring a costly on-site monitor Today, Ocwen is well on its way to leaving its legacy issues Although painted with the same negative brushstrokes as behind and focusing its energies on future growth. were other players in the mortgage landscape, Ocwen played a significant role in stabilizing the mortgage market while operating in an environment in which the regulatory and legal headwinds 8 KRAMER LEVIN NAFTALIS & FRANKEL LLP | 9 Retail industry swoons While retailers are accustomed to season of the year), was unable to fix market fluctuations, fickle customers its operational issues, stem losses or and waiting until the fourth Friday in develop a feasible restructuring plan, November to turn a profit, they face resulting in a sudden decision to close increasingly strong headwinds and all of its U.S. stores. This unprecedented complex challenges to compete and liquidation will undoubtedly be the subject stay relevant in today’s marketplace. of investigations and, ultimately, lessons for future distressed retailers. Kramer Among the biggest challenges to Levin, representing the unsecured brick-and-mortar establishments are creditors committee in Toys R Us, has the disruptive effects of e-commerce a key role in preserving the rights of and shoppers’ desire for more engaging vendors, landlords and other creditors and personalized in-store experiences. as well as in maximizing the ongoing business value of Toys R Us’ Toys R Us is a case in point. The retailer’s international operations. website delivered a suboptimal online shopping experience when compared Other recent retail-industry bankruptcies with the websites of other major retailers. in which we played a key role include And its stores lacked the workers or Nine West, Aeropostale, BCBG, the environment to guide shoppers Gymboree and The Limited — all toward optimal purchasing decisions.
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