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NEW YORK Real Estate Practice

VENABLE’S New York real estate group represents clients in virtually all areas of contemporary real estate activity, ranging from and land use to construction and development; real estate fund investments; formation of partnerships and other co-investment vehicles; complex acquisitions and dispositions; financing; leasing; hotel and management agreements; and commercial transactions. From our offices in New York, we represent clients in real estate transactions in , New York State, throughout the , and internationally. Working with our colleagues in Washington, DC, Los Angeles, Maryland and Virginia, and through VENABLE SNAPSHOT established relationships with local counsel in other states and countries, we More than 500 lawyers in seven are able to provide our clients with seamless service, regardless of property offices location.

AmLaw 100 firm Our attorneys have worked together on some of the most visible public and 129 practice groups ranked, “Best private real estate transactions in New York City. In a walk around New York Law Firms” U.S. News Media Group/ City you are likely to experience the work of our attorneys, from the Lincoln Best Lawyers® 2011-2012 Center campus redevelopment to the rebuilding of the World Trade Center 64 attorneys and 30 practice areas site. ranked, Chambers USA 2012 Although much of our practice involves commercial real estate transactions Counsel to 38 of the Fortune 100 between private parties, we have extensive experience in matters involving New York City and New York State agencies, and we have broad experience with governmental permitting, acquisition of government-owned property, government approvals of all kinds, and state and city funding and financing agreements. In addition, we have represented governmental and quasi- governmental agencies and local development corporations in many complex projects in both New York City and New York State.

CALIFORNIA • MARYLAND • NEW YORK • VIRGINIA • WASHINGTON, DC Experience

REAL ESTATE ACQUISITIONS, DISPOSITIONS AND JOINT VENTURES Venable advises owners, investors and corporate users of real estate in acquisitions, dispositions and joint ventures formed to invest in . We serve a broad range of domestic and international clients on issues ranging from complex, multifaceted single-asset projects to sophisticated acquisitions of entire portfolios of . Our real estate attorneys have extensive experience in the formation of partnerships, limited liability companies and joint ventures to acquire and finance real property. We frequently collaborate with attorneys in our tax group to maximize the tax benefits of these ownership structures through the formation of real estate funds and real estate investment trusts (REITs).

Representative attorney experience:

• Represented a European company in the creation of a joint venture by which it acquired a 50 percent interest in one of Boston’s largest Class A office . We also worked with the client to create a tax-efficient ownership structure for this investment. • Represented a major state pension fund and its advisor in two multi-state transactions, one for $350 million and the other for $106 million, in the acquisition of complexes in Florida, Virginia and California. • Represented the purchaser of national retailer in a $1+ billion asset acquisition, consisting of 51 separate store locations, comprised of both owned and leased facilities. • Represented Canadian pension funds in the negotiation of a co-investment agreement, the formation of REITs and the acquisition of debt and equity investments in real property in Chicago, San Francisco, Houston and Las Vegas. • Represented an Italian investor in the acquisition of the largest ownership stake in fee and leasehold interests in a landmark office in New York City. • Represented an international auction in the acquisition of its headquarters building, in an approximately $370 million transaction. • Represented a German company in connection with the acquisition and leasing of property in Georgia for a wood pellet production facility and related port facilities. Our attorneys also advised this client with respect to the contracts for construction of these facilities and related rail transportation agreements. • Represented a national real estate investment fund in connection with the acquisition of a 265-unit Class A apartment building on Manhattan’s . • Ongoing representation of a publicly traded REIT in connection with the acquisition of properties valued in excess of $400 million in the aggregate throughout the United States. • Representation of a major New York City multifamily portfolio owner in the acquisition, disposition and financing of dozens of buildings on an individual and bulk basis.

2 REAL ESTATE | © VENABLE 2012 • Ongoing representation of national real estate investment manager in connection with the negotiation of joint ventures, acquisitions and financings of properties valued in excess of $500 million in the aggregate throughout the United States.

FINANCING AND WORKOUTS

Venable’s attorneys practice in the area of commercial real estate finance, representing borrowers and lenders in the full range of debt and equity investment related to the development, ownership and management of real estate projects. We have significant experience representing investment and commercial banks, real estate investment trusts, private equity funds, insurance companies and other financial institutions in the structuring and origination of loans secured by all types of real estate assets (including hotels, office and properties, shopping centers and properties) and mezzanine loans.

Our practice also focuses on construction loans, permanent loans, loan syndication, debt restructurings, loan modifications and work-outs. We have significant experience in the purchase and sale of mortgage and mezzanine loans, A/B notes and participation interests, in addition to restructuring these various debt instruments.

We represent special servicers of pools of loans in the commercial mortgage-backed securities , providing advice regarding troubled commercial real estate loans throughout the United States, from borrower default through bankruptcy, , and/ or receivership proceedings, as well as note sales and, ultimately, the resale of .

Representative attorney experience:

• Represented a major state pension fund and its advisor in a complex $294 million master credit and loan facility, secured by multi-family properties in California, Florida, Virginia and New York City, and containing flexible features for loan and collateral expansions, substitutions and releases. • Represented a developer to obtain construction financing, and related historic renovation and new markets tax credits, for the renovation of a historic New York City building. • Represented the owner in the financing of a three-facility power plant portfolio, in excess of $1.6 billion.

3 • Represented the owner in the $137 million financing facility for development of two biodiesel production facilities, located in Texas. • Represented the lender in providing mortgage and mezzanine financing on the New York Standard Hotel. • Represented a special servicer in connection with the restructuring of a $1.2 billion on a property in midtown Manhattan. • Represented of a major state pension fund, Texas Teachers Retirement System, and its investment advisor, LaSalle Investment Management, in workouts and restructurings related to 12 loans aggregating over $200 million contributed to a troubled debt fund and secured by properties in California, Texas, Arkansas, Ohio, Massachusetts, Virginia, and Washington, DC. • Represented numerous Wall Street financial institutions in originating (several billion dollars) mortgage and mezzanine financing on single assets and multi-state portfolios of various property types (including hotels, office, retail and multi-family) for conduit and large loan . • Represented a real estate investment firm in connection with the recapitalization of a $1.4 billion portfolio of office properties. • Represented a major U.S. life insurance company in sales of portfolios (total value of over $400 million) of commercial mortgage loans and participation interests in commercial mortgage loans, and the drafting and negotiation of related participation and servicing agreements. • Represented a federal agency in the restructuring of a multi-tiered, multi-billion dollar mortgage and mezzanine loan secured by a portfolio of hotel properties.

DESIGN AND CONSTRUCTION

Venable lawyers work with the industry’s leading players on all types of construction matters. We act for owners, contractors, consultants, sponsors, insurers and financiers. We understand our clients’ businesses and have considerable technical knowledge. We regard our practical, hands-on understanding of the subject matter as vital to our success, and one of our core strengths.

Our lawyers have experience in all aspects of the lifecycle of construction projects, from initial financing and structuring, to preparing bidding documents; negotiation of contracts with architects, engineers, contractors, consultants and others; contract administration; dealing with casualties during construction or operations; dispute resolution and completion. We have developed custom forms of agreement for the various types of contract structures which our clients may consider (e.g., lump sum, design/ build, construction management and management contracting). We are also leaders in understanding how LEED and other green issues impact projects and legal agreements.

4 REAL ESTATE | © VENABLE 2012 Representative attorney experience:

• Represented Lincoln Center for the Performing Arts since 2000 with respect to its $1+ billion redevelopment and renovation of the Lincoln Center campus, including structuring of the nonprofit entity that carried out the project, and advice on and negotiation of major government funding and financing from the New York City Economic Development Corporation. Our attorneys have represented Lincoln Center on real estate and related matters since 1983. • Represented Jazz at Lincoln Center regarding all aspects of the design, construction, and financing of a $200 million performance facility in Time Warner Center, a large- scale mixed-use condominium project in New York City, including issues relating to a fire and related water damage to adjacent units during construction. • Represented a major New York City cultural institution with respect to the renovation of a landmark building, ground-up construction of new facilities, and numerous other construction projects. • Represented the owner in the redevelopment of two and a half vacant city blocks into a LEED gold-certified mixed-use complex in Albuquerque, New Mexico. Our representation included the drafting and negotiation of agreements for phased design and construction of the project. • Represented the Cooper Union for the Advancement of Science and Art in the design and construction of an iconic academic building located in downtown Manhattan. • Represented the developer in the preparation and negotiation of construction agreements for a LEED gold-certified, affordable housing apartment complex in Stamford, Connecticut and improvements to surrounding public roads, utilities and amenities. • Represented the owner of a historic loft building in New York City in the conversion of the building to luxury .. We negotiated the architect and construction contracts and worked with the client’s consultants to obtain the necessary approvals from the New York City Landmarks Preservation Commission to add a floor to the building and restore the cast-iron façade. • Represented the Seventh Regiment Armory Conservancy in connection with the design and construction of its renovation of the iconic Seventh Regiment Armory Building in Manhattan.

5 • Members of our group have represented a number of prominent New York City private schools and other academic institutions in negotiating agreements for the design and construction of major renovation projects.

ZONING AND LAND USE

Zoning and land use is a vital part of our real estate practice. Venable land use attorneys are experienced in the legislative, administrative and regulatory aspects of complex zoning, landmarks and other land use issues. Typically engaged at the outset of a project, we develop and implement legal strategies to take a project from the conceptual stage all the way through application and ultimate approval.

We provide clients with regulatory compliance counseling on zoning and planning, landmarks and historic preservation, building code, coastal zones and other special protection areas, agency permits, variances and approvals, public review requirements and other issues, including analysis and interpretation of regulations, administrative procedures and guidelines. We provide advice concerning, and negotiate the use of, zoning entitlements and transferable development rights (so-called “air rights” transactions). We represent clients before local, state and federal regulatory authorities for permits, rezoning and variances, and other approvals for development, redevelopment and rehabilitation activities, as well as assisting clients with landmarks and environmental review. We also assist clients with community and government relations, and defend them in administrative and court challenges related to land use approvals.

Representative attorney experience:

• Represent the United States Tennis Association in connection with government approval of a major renovation and expansion of the Billie Jean King National Tennis Center, home of the U.S. Open, in Flushing Meadows Corona Park, Queens, New York, including the rebuilding of and the Grandstand. This project requires a State legislative alienation of parkland for to the USTA, a City Environmental Quality Review environmental impact statement, City uniform land use review procedure (ULURP) public hearings, and approvals by the City Parks Department, City Planning Commission, Public Design Commission and City Council. • Represented Mount Sinai Medical Center in the development of a 500,000 square foot, state-of-the-art research facility and a 43-story residential tower at its Upper East Side Manhattan campus, requiring a Board of Standards and Appeals zoning variance, environmental review, development and construction contracts, creation of a multi- property zoning lot, and reciprocal easements among Mount Sinai and the residential condominium built in a vertically subdivided “air rights” parcel. • Represented the American Fine Arts Society (the parent organization of the Art Students League of New York) in a major sale of transferable development rights, involving a zoning lot development agreement with substantive protections for the League’s midtown Manhattan building – a New York City landmark.

6 REAL ESTATE | © VENABLE 2012 • Represented the American Museum of Natural History and Planetarium Authority (a state agency) in the renovation and redevelopment of the historic museum complex in Theodore Roosevelt Park, on the Upper West Side of Manhattan, including implementation of a strategy for approval of the $250 million Rose Center for Earth and Space, which resulted in demolition of the Hayden Planetarium – a federal, State and City landmark owned by the Planetarium Authority. This and other recent projects involve combined City and State ownership, legislatively-determined land use, City and State environmental review, landmarks and historic preservation issues, oversight by multiple City agencies, and funding at all three levels of government. • Represent HealthCare Chaplaincy in the development of an enhanced assisted living facility in lower Manhattan, which will share a site with an existing affordable housing project within a large-scale development plan area under the New York City zoning resolution. This project involves an acquisition of development rights, negotiation of zoning lot development agreement, and public review of the proposed modification of the large scale plan.

GOVERNMENT-SPONSORED/PUBLIC INFRASTRUCTURE REAL ESTATE PROJECTS

Venable’s real estate clients include governmental and quasi-governmental entities and private parties undertaking government-sponsored or public infrastructure real estate projects. Our work in this area includes all aspects of transaction structuring, public and private funding and financing, managing complex utility and easement issues, government land transfer and regulatory issues, and reaching inter-agency and inter-government agreements. We are skilled in harmonizing the sometimes conflicting legal and business concerns of multiple public and private sector entities.

Representative attorney experience:

• Ongoing representation of the New York City Economic Development Corporation in connection with the redevelopment of Willets Point, a 60+ acre district adjacent to in Queens, New York. The project will include addressing environmental issues, installing infrastructures including water and sewer mains, development of a mixed- use district pursuant to an urban renewal plan, and creation of a retail destination in a portion of the Citi Field parking fields.

7 REAL ESTATE | © VENABLE 2012 • We represented Sims Municipal Recycling in negotiation of a 20-year lease of a City- owned pier in Brooklyn for the construction and operation of a recycling facility, in connection with Sims’ recycling services contract with the City Department of Sanitation. The lease covers approximately 550,000 square feet of upland area, plus adjoining in-water areas to allow for transportation of material by barge. The New York City Economic Development Corporation is the lease administrator on behalf of the City Department of Small Business Services. We also negotiated EDC funding for the project. • Representing the National Railroad Passenger Corporation (Amtrak) in the multibillion dollar redevelopment of the Farley Post Office building in New York as the new Moynihan Station transportation hub, and the conversion of Amtrak’s Penn Station facilities for use by commuter railroads, involving real estate, land use, environmental, funding, and and construction matters. • Since shortly after 9/11, our attorneys have acted as land use, construction and real estate counsel for the Lower Manhattan Development Corporation (LMDC), the government agency charged with redevelopment of the World Trade Center area. We have advised on state urban development and land use reviews, environmental review, state public authority requirements, use of federal funds, transactional real estate acquisitions and dispositions, and other matters for the WTC Memorial and Redevelopment Plan and other projects throughout lower Manhattan, as well as design and construction matters (including complex issues arising from the expansion of the World Trade Center site and the deconstruction of the former Deutsche Bank building). • Represented a developer in the purchase of approximately 155 acres of the former Hudson River Psychiatric Center in Poughkeepsie, New York from Empire State Development Corporation (ESDC). This complex transaction involved negotiations with ESDC, DASNY, the New York State Office of General Services, the New York State Department of Environmental Conservation, the New York State Department of Health, the New York State Office of Mental Health, Dutchess County, and the Town of Poughkeepsie, for easements and other agreements for the joint use by the State and purchaser of existing utilities; negotiation of agreements for water and sewer service; stabilization and “mothballing” of dozens of structures on the property; and post- applications for site plan approvals and rezoning. The transaction included an environmental risk mitigation strategy that involved obtaining environmental insurance and obligating the State to perform certain remediation work. • Represented Jazz at Lincoln Center in all aspects of development and construction of the Frederick P. Rose Hall. This 175,000 square foot facility is part of the two million square foot mixed-use Time Warner Center condominium development on the former New York Coliseum site at . The $180 million cost of design and construction of the Jazz facility was funded through a public-private partnership that included a $34 million grant from the City through the Department of Cultural Affairs. Our attorneys negotiated Jazz’s participation in the development with the City, the MTA, and the selected developer, a venture of and Apollo Real Estate, with participation by Time Warner and Mandarin Oriental Hotels. We also handled two restrictive declarations, the development agreement, and the structuring of the condominium regime.

8 REAL ESTATE | © VENABLE 2012 NONPROFIT REAL ESTATE PROJECTS

Venable regularly represents nonprofit entities in a broad range of real estate and development matters including leasing, acquisitions and dispositions, development and construction, and structuring of agreements for non-profit centers and other shared facilities. Many of the transactions described herein have involved non-profit entities. In the development context, we advise not only on agreements with architects, construction managers and contractors, but also on project planning, team selection, and board and committee structuring. We can thus offer institutions which have not previously engaged in such major projects the benefit of extensive experience in these types of projects. We are familiar with the special legal requirements relating to real estate transactions involving nonprofit entities. In addition, we work closely with our Nonprofit Organizations Practice to advise our nonprofit clients regarding tax, corporate and other issue which arise in the course of real estate transactions.

LEASING AND

Venable attorneys have particular strength in negotiating and documenting commercial from the perspectives of both the and the tenant, including ground leases, net leases, office leases, retail leases and other leases of all kinds. Our attorneys also advise on all types of property management and brokerage agreements.

Representative attorney experience:

• Ongoing representation of a global real estate counsel for and asset management firm, which involves lease and contract negotiations for facilities in cities including New York, London, Frankfurt, Madrid, Paris, Hong Kong, Singapore, Tokyo, Sydney and Santiago. • Ongoing representation of a major New York City property owner in the drafting and negotiation of its master management and leasing agreement for a 68-building portfolio with international management/leasing firm. • Represented one of the world’s largest real estate investment managers in connection with the financing, development and leasing of residential and retail property in Manhattan.

9 REAL ESTATE | © VENABLE 2012 • Representation of one of the world’s largest global asset management firms in connection with its leasing of over 200,000 square feet of office space in Manhattan. • Representation of hedge funds, investment advisors and other companies in connection with the leasing of space in Manhattan and throughout the United States. • Ongoing representation of international staffing company in connection with its leases at over 50 global locations. • Represented an international marketing firm in connection with a build-to-suit lease for construction of a 50,000+ square foot office building in Colorado. • Represented a Middle Eastern investor in the negotiation of a 99-year ground lease of a landmark office building in midtown Manhattan. • Represented the owner of a Class A office building in Chicago, Illinois in connection with the negotiation (and subsequent renegotiations) of its property management and leasing agreement with a major operator, and advice in connection with management disputes. • Represented the tenant in the negotiation of a long-term triple net lease with purchase options of an industrial building in New York City. • Representation of national real estate advisory, management and brokerage firm in negotiations of its brokerage and management agreements.

Related Practice Areas

ENVIRONMENTAL Venable’s real estate group works closely with the firm’s environmental group, which has decades of government and private practice experience. Our environmental colleagues have a deep understanding of the major environmental issues that can have serious implications for real estate purchase and lease, financing, development projects and renovations. We advise clients regarding the regulatory requirements of federal and state law that affect the sale and purchase of real estate, including natural resources; endangered species; pollution control; clean water (including wetlands) and clean air compliance; hazardous substance compliance; and site assessment and remediation. We assist with acquisition and negotiation of environmental indemnities and insurance policies that provide financial protection from cleanup costs, as well as third-party claims for property damage or bodily injury. We also structure “risk transfer” arrangements to assist buyers and sellers of properties with known environmental issues, which enable buyers and sellers of real property to shift risks relating to environmental conditions to a third party. Our environmental group also represents clients in connection with legislative matters and litigation in environmental programs, environmental compliance for infrastructure projects, mobile source air emissions analysis, storm water permitting, environmental impact review associated with government-sponsored projects or government approvals and funding, and other issues.

10 REAL ESTATE | © VENABLE 2012 TAX

Venable’s tax group works with our real estate attorneys to provide the full range of federal, state, local and international tax legal services to meet the needs of our real estate clients. Our tax attorneys handle a wide range of issues, including advisory and transactional assistance with matters such as real estate acquisitions, mergers and joint ventures, tax controversies such as audits and litigation, and workouts, real estate matters related to personal wealth planning, and international tax matters. We provide sophisticated tax planning for real estate and other matters to large and small businesses, individuals and nonprofit organizations.

We are highly skilled in complex business transactions, including tax treatment of real estate investment trusts, taxation of condominiums and cooperatives, low-income housing credit transactions, bond financings, stock and asset transactions, corporate mergers, the creation of joint ventures, and like-kind exchange transactions. We also represent clients in state and local income tax matters, and conflicts concerning recordation and transfer taxes, and real exemptions. Venable’s tax attorneys also are active participants in the mortgage-backed securities industry and routinely address a variety of income tax issues related to the formation of vehicles (REMIC and grantor trusts), the operation of securitization vehicles, and the termination and liquidation of securitization vehicles.

BANKRUPTCY

Venable has over 20 bankruptcy attorneys nationwide and was recognized by Bankruptcy Law 360 as having one of the top five bankruptcy practices in the United States in 2009. Venable’s bankruptcy attorneys have been involved in substantially all aspects of bankruptcy cases, representing debtors, trustees, creditors, , investors, purchasers, lenders and committees. Venable has been involved with some of the largest and most complex reorganizations in recent years, including serving as coordinating counsel for more than $18 billion of secured debt in the General Growth Properties chapter 11 cases, representing the holder of over $4 billion of mortgage loan debt in the Extended Stay Inc. chapter 11 cases, representing landlords in the Borders Inc. and The Great Atlantic & Pacific Tea Company (A&P) bankruptcy cases, serving as special litigation counsel for the Enron estate in its bankruptcy cases and representing creditors holding

11 REAL ESTATE | © VENABLE 2012 over $1 billion in claims in the Lehman chapter 11 cases. Venable attorneys also are among the nation’s leading counselors on corporate issues affecting REITs. Our clients view us as a “go-to firm” for the evaluation of restructuring options when REITs face insolvency or contemplate bankruptcy.

“GREEN BUILDINGS” LAW

Venable advises real estate and other clients in a variety of “green business” considerations associated with real estate projects, including strategic compliance with new and evolving regulations, risk assessment, and the unique considerations involved with the financing, design and construction of these projects. Several of our attorneys have earned LEED certification. Our attorneys assist with architectural, engineering and construction contracts; purchase and sale agreements; mortgage financings; insurance coverage; leases, building codes, tax credits and other tax incentives; and zoning. We also advise on green business initiatives, such as LEED-certified buildings, both new and retro-fitted; alternative energy; carbon regulation; environmental credit trading market activities; finance issues involved in green investments; pollution prevention and energy savings; legislative advocacy; environmental litigation and investigations; advertising and marketing claims; and innovative technology. Our partner Peter S. Britell is the author of one of the first major treatises on the law of green buildings.

no matter the question, Venable has the answer

NATIONAL Real Estate Practice Venable has one of the most comprehensive real estate practices in the U.S. and represents clients in virtually all areas of commercial transactional real estate. Our firm maintains a broad practice representing local, regional and national and international clients, including developers, syndicators, investors, lenders, life insurance companies, pension funds, real estate investment trusts, banks, retailers, utility companies, telecommunication companies, property managers, and brokers. Venable’s transactional experience has involved all types and classes of property, including office buildings, hotels, retail shopping centers, industrial properties, residential developments, theaters, museums, libraries, schools and sports and entertainment facilities. We deliver a complete range of integrated legal services that are designed to achieve the best outcomes for our clients – from zoning and land use analyses, to negotiation of design and construction agreements, formation of partnerships and limited liability companies, acquisitions, financings, leasing and dispositions, and related tax, environmental, and bankruptcy advice.

CALIFORNIA • MARYLAND • NEW YORK • VIRGINIA • WASHINGTON, DC 1.888.VENABLE | www.Venable.com