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REAL ESTATE INVESTMENTS & TRANSACTIONS

Innovative Solutions for Global Investment Opportunities ROPES & GRAY REAL ESTATE INVESTMENTS & TRANSACTIONS

IN REAL ESTATE, there is no one-size-fits-all solu- resources of our highly ranked interdisciplin- tion. That’s why our clients count on Ropes & ary practice groups around the globe to craft Gray’s real estate investments & transactions the right solution for virtually any type of real practice. Our unique team approach uses the estate transaction worldwide.

Our team of more than 85 attorneys in real estate and related n KNOWLEDGE AND MARKET INSIGHT that identifies opportu- disciplines, including over 45 attorneys specifically focused nities and manages risk with an eye toward business goals on real estate issues, delivers practical, coordinated legal ser- n THE BENEFITS OF OUR EXPERIENCE across a broad range of vices, along with valuable peace of mind. We offer clients: industries and geographies n SOPHISTICATED LEGAL SUPPORT for all issues in their real n DEEP UNDERSTANDING of the differing needs of a wide estate transactions range of investors

REAL ESTATE INVESTMENTS LEASING

Our clients are among the most sophisticated investors in We advise a wide range of clients in leasing activities, including: the industry. They rely on us to ensure that their real estate n Sale-leaseback transactions investments are both successful and strategically on target. n Ground leases We provide: n Leases for lab, research and development space n Deal evaluation, negotiation, structure and advice n Leases and co-location agreements for data center space n Counsel for transactions related to all real estate sectors n Design and construction contracts for build-out of leased and product types space n Services to investment funds, firms, pension n Building net leases trusts, operating companies, private investors, n endowments, foundations, private REITs, corporate users, Luxury retail and high-end office leases joint ventures, and educational and health care institutions

NONPROFIT INSTITUTIONAL / ENDOWMENT TRANSACTIONS

DISTRESSED REAL ESTATE AND REAL ESTATE LOANS We handle real estate investments, financings and projects We handle the full range of transaction variables and for institutional, tax-exempt and endowment clients such as strategies, including: schools, colleges, hospitals, pension funds and government agencies. Our experience includes: n The type of asset being acquired n Structuring joint venture, partnership, lease and loan n Transaction structure (including FDIC and auctions, arrangements to avoid unrelated business taxable income private sales, and other bankruptcy transactions) while taking advantage of available tax benefits n Cross-border considerations n Government reimbursement programs and tax-exempt n Intercreditor, enforcement, lender liability and bankruptcy financing issues n ERISA considerations and strategies

PRIVATE EQUITY / M&A ENVIRONMENTAL ISSUES Encompassing private equity, tax, intellectual property, We advise on the full range of environmental issues securities and litigation attorneys, our team has the that affect real estate transactions: experience and knowledge to provide world-class service in n Environmental structuring advice and regulatory compliance any transaction involving real estate, including: support n n Bond offerings n Deep experience with permitting, investigation, cleanup n Financings n Divestments and redevelopment of contaminated properties n Restructurings n Leveraged buyouts n Representation, evaluation and remediation of brownfield n Bankruptcies and Superfund sites WHO WE SERVE n Abrams Capital “Excellent—they are service-oriented, n n Cascade Investment industrious and a pleasure to work with. n Harvard Management Company They embody the kind of support you n Morgan Stanley want from outside counsel.” n PIMCO n Spring REIT (SAML) —Real estate client n Strategic Value Partners n TPG

OUR TRACK RECORD

n THE MANAGER OF SPRING REIT in a US$480+ million n THE BLACKSTONE GROUP in connection with approx­imately financing of a property in Beijing. $9 billion in master repurchase facilities to finance the

n AD CAPITAL* in the establishment and listing of origination and acquisition of commercial mortgage loans Spring REIT in Hong Kong. in the , Canada, United Kingdom and Europe, as well as the individual financing of more than 150 such n BNP PARIBAS * in the US$250+ million limited loans, including the financing of a $5 billion pool of large recourse financing of an office tower in Shanghai. balance commercial real estate loans acquired from GE. n MORGAN STANLEY ASIA* in providing US$3+ billion n TPG CAPITAL in numerous transactions, including: (i) the in financing for properties across Japan, including a acquisition of the majority stake of a $2.5 billion portfolio US$1 billion golf portfolio financing, aUS $1 billion of high-yield real estate loans from ’s spe- office portfolio financing andUS a $500 million hotel cial situations group, (ii) its $200 million PIPE investment portfolio financing. in Parkway Properties, Inc., a publicly traded REIT, and n AN in a joint venture with (iii) its $135 million investment in AV Homes Inc., a devel- a New York developer in the acquisition of the St. oper and builder of conventional homes and communities Regis Retail Condominium and related Townhouse at for active seniors.

697 in New York for $700 million. n AN INTERNATIONAL FINANCIAL CONGLOMERATE as the n A PREEMINENT GLOBAL in the purchase anchor equity investor in a joint venture in connection of or investment in several billion dollars’ worth of with the acquisition and development of an approximately distressed commercial properties, mortgage loans, $750 million mixed-use project in Boston’s Back Bay. This hotels, condominiums, unimproved land and project will consist of 185 luxury Four Seasons residential high-profile assets throughout the United States, condominium units, a luxury Four Seasons hotel and asso- Europe and Japan. ciated retail components, and is estimated to be the third largest tower in New England and tallest project built in n A MAJOR FUND SPONSOR in a joint venture deal to Boston in the last 40 years. acquire 5 in for approximately $1.5 billion. n TPG SPECIAL SITUATIONS PARTNERS, the distressed invest- ment arm of TPG Capital, in purchases of numerous mort- n AN INTERNATIONAL FINANCIAL CONGLOMERATE in gage loan pools and interests in larger mortgage loans. connection with its $415 million co-investment in a $1.2 billion luxury condominium development at n AN EVANS RANDALL-LED CONSORTIUM on its acquisition 432 in New York City. of a £550 million distressed mortgage loan from Lloyds secured on ’s head office building in n HARVARD MANAGEMENT COMPANY, investment adviser (the largest single-asset distressed mort- to the Harvard University endowment, in evaluating, gage loan acquired in the UK market) and a subsequent negotiating and structuring numerous real estate, corporate reorganization. timber and natural resource investments in joint ventures, funds and co-investment arrangements with n MORGAN STANLEY REAL ESTATE FUND (MSREF) on the first international, national, regional and local sponsors, investment made by Fund VII through a venture capi- operators and managers. tal transaction to provide equity to fund opportunistic investment into secondary assets. * Transaction completed before attorney(s) joined Ropes & Gray ROPES & GRAY REAL ESTATE INVESTMENTS & TRANSACTIONS

MARKET PERCEPTION

n Chambers USA 2013–2015 GLOBAL REACH Recognized as a leading real estate practice for the past three years, with attorneys recognized. With 11 offices across three continents, we have worked on complex real estate deals in geographies as diverse as: n Chambers UK 2013–2015 Attorney recognized as a leading lawyer in Australia Germany Poland Belgium Greece Portugal real estate and real estate finance. Canada India Spain n Chambers Asia-Pacific 2012–2015 Costa Rica Japan Switzerland Ranked for various practices in the Asia-Pacific Croatia Luxembourg Thailand region and in China, Japan and South Korea; Czech Republic Mexico United Kingdom in 2015, 20 attorneys ranked as leaders in their France Netherlands United States fields, including one real estate lawyer. n Law 360 Rising Stars 2014–2015 GLOBAL CONTACTS One real estate attorney named a “rising star.” n Best Lawyers in America 2006–2016 David C. Djaha Attorneys recognized in real estate law, with Partner, New York multiple attorneys recognized for real estate law [email protected] in Massachusetts and New York in 2015 and one +1 212 841 0489 attorney recognized for environmental law.

n U.S. News & World Report–Best Lawyers Marc Lazar “Best Law Firms” Survey 2011–2016 Partner, Boston Ranked nationally as a leading firm for real [email protected] estate law. +1 617 951 7866 n The Legal 500 US 2013–2015 Ranked nationally for real estate, with multiple attorneys recommended as leaders. Iain Morpeth Partner, London n 2013–2015 The Legal 500 UK [email protected] Ranked as a leading real estate practice, with one +44 20 3201 1639 attorney recommended as a leader in the field. n The Legal 500 UK 2012 Ranked in the UK as a leading “Real Estate: Ed Sheremeta Commercial Property” practice. Partner, Hong Kong [email protected] n The Legal 500 Asia Pacific 2015 +852 3664 6439 Real estate attorney recognized in Hong Kong.

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