Seth R. Niedermayer

Associate

New York

T 212.715.9179 F 212.715.8000

[email protected]

Seth R. Niedermayer counsels and represents investors, developers, operators, financial institutions and REITs in the full range of real estate transactions — acquisitions and sales, developments, partnerships and joint ventures, and lending, borrowing and financing transactions. Seth’s projects involve commercial, residential, multifamily, mixed-use, luxury, and resort and hospitality properties, and include everything from traditional commercial transactions and financings to foreign investments in U.S. developments and some of the highest-profile developments in New York City and nationwide.

Among his most recent projects, Seth represented Mitsui Fudosan America Inc. in connection with a joint venture with The Related Companies and Oxford Properties Group for the acquisition and development of 50 Hudson Yards, located at the intersection of Hudson Yards, the High Line, and Hudson and Park Boulevards, New York. When completed, the 28-acre, $18 billion Hudson Yards project — the largest private real estate development in the United States — will include more than 18 million square feet of commercial and residential space; state-of-the-art office towers, including the new world headquarters of Time Warner; more than 100 shops and restaurants; approximately 4,000 residences; 14 acres of public open space; a public school; a luxury hotel; and a performing arts center.

Prior to joining Kramer Levin’s Real Estate practice, Seth practiced corporate law at a global law firm, advising companies, private equity firms and financial institutions in acquisition and project financing, refinancing, reprisings, leverage recapitalizations and a full range of debt structures.

Experience

 Represented VICI Properties Inc. in connection with its agreement to acquire the real estate assets of The Venetian Resort and Sands Expo and Convention Center for $4 billion in cash, and triple-net lease to an affiliate of Inc.

 Represented VICI Properties Inc. in the sale of Bally’s Atlantic City and Harrah’s Reno Hotel and Casino.

Attorney Advertising. ©2021 KRAMER LEVIN NAFTALIS & FRANKEL LLP Prior results do not guarantee a similar outcome. All Rights Reserved.  Represented Rockrose Development LLC in a $150 million refinancing of 200 Water Street in Manhattan, New York.

 Represented School in the Square charter school in negotiating a lease with a church and the Archdiocese of New York for the school’s newly opened elementary school in Inwood, New York.

 Represented a family office in entering into joint ventures for and the acquisition of multiple hotels in midtown Manhattan.

 Represented Rockrose Development LLC in a $350,000,000 refinancing of Eagle Lofts, a recently completed 55-story multi-family property located at 43-22 Queens Street in Long Island City, New York.

 Represented VICI Properties Inc. in connection with its agreement to acquire the real estate assets of and for approximately $843.3 million in cash, and triple-net lease back to .

 Represented a joint venture between Trinity Place Holdings Inc. and Pacolet Milliken LLC in a refinancing of The Berkley, a multifamily property located at 223 North 8th Street in Brooklyn, NY, containing 95 rental apartments (76 market rate and 19 affordable).

 Represented Trinity Place Holdings Inc. in entering into a joint venture with TF Cornerstone and the subsequent $137,750,000 acquisition of and $82,750,000 financing for a multi-family building containing 234 market rate units at 250 North 10th Street in Williamsburg, Brooklyn.

 Represented the seller in the $175 million sale of 111 Wall Street to Nightingale Group and Wafra, Kuwait’s sovereign wealth fund.

 Represented VICI Properties Inc. in its entry into a definitive agreement with Eldorado Resorts Inc. in connection with Eldorado’s proposed business combination with Caesars Entertainment Corp.

 Represented Amalgamated Bank in the sale of Albuquerque Studios in New Mexico to Netflix. Albuquerque Studios is one of the largest independent film studios in the country with nine sound stages totaling more than 170,000 square feet. Major productions at Albuquerque Studios included feature films “The Avengers,” “Independence Day: Resurgence,” “Terminator Salvation” and “The ” and television series “Breaking Bad” and “Better Call Saul.” The sale to Netflix is expected to generate more than $1 billion of investment in New Mexico during the next ten years, including $600 million directly from Netflix, and generate up to 1,000 production jobs per year.

 Represented VICI Properties Inc. in connection with its agreement to acquire the real estate assets of JACK Cincinnati Casino, located in downtown Cincinnati, OH, for approximately $558 million in cash, and lease to Hard Rock International.

KRAMER LEVIN NAFTALIS & FRANKEL LLP 2  Represented VICI Properties Inc. in connection with the acquisition of the real estate assets of the Greektown Casino-Hotel in downtown for approximately $700 million in cash from JACK Entertainment, and a lease to Penn National.

 Represented VICI Properties Inc. in connection with agreements to sell multiple gaming properties located throughout the United States.

 Represented the seller in the sale of Hotel Wales, located at 1295 Madison Avenue.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with The Related Companies and Oxford Properties Group for the acquisition and development of 50 Hudson Yards, located at the intersection of Hudson Yards, the High Line, and Hudson and Park Boulevards, New York. The representation included work with respect to the loans for 55 Hudson Yards and 50 Hudson Yards in connection with entering into a lease with Facebook.

 Represented Mitsui Fudosan America, Inc. in the acquisition of a 70 percent membership interest in the owner of an office building in Hoboken, NJ, and the subsequent refinancing of the property.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with The Related Companies for the acquisition and redevelopment of a 2.3 acre parcel in Boston, MA known as “Innovation Square Phase 2” for a mixed-use development consisting of an approximately 265,000 square foot life science building.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with Tishman Speyer for the acquisition and development of Brannan Square, a commercial complex of three independent buildings totaling approximately 1.2 million square feet of floor space in the SoMa neighborhood of San Francisco, CA.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with Wood Partners for the acquisition and development of a 1.1 acre parcel in Los Angeles, CA, on which will be constructed a mixed-use residential apartment rental unit complex with approximately 132,786 square feet of residential space, 161 units as well as approximately 5,723 square feet of commercial space.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with Wood Partners for the acquisition development of a 1.65 acre parcel in the Assembly Row development in Somerville, MA on which will be constructed an approximately 264,000 net square foot residential apartment rental unit complex with 329 units as well as approximately 10,836 square feet of retail.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with Lowe Enterprises for the acquisition and development of a 2.5 acre site in Seattle, WA that will include an approximately 398,210 square foot residential apartment rental unit complex with 550 units, of

KRAMER LEVIN NAFTALIS & FRANKEL LLP 3 which approximately 143 will be affordable units, as well as approximately 6,797 square feet of retail and a public park.

 Represented Mitsui Fudosan America, Inc. in connection with a joint venture with ZOM Living for the acquisition and development of a 1.85 acre parcel in Bethesda, MD for the construction of a residential apartment rental unit complex with approximately 229 residential units.

 Represented a large insurance company in several acquisitions and dispositions around the United States, including office buildings in Tampa, Fort Lauderdale, Coral Gables, Charlotte, Raleigh, South Brunswick and Boston’s Seaport development, and an industrial site in San Bernardino, CA.

 Represented the seller of 74 net-leased retail properties located throughout the United States.

 Represented JEMB Realty in securing a $56.5 million pre-development financing of One Willoughby Square, Brooklyn.

 Represented an ad hoc group of bondholders holding in excess of $3.5 billion of first-priority senior secured bonds issued by Caesars Entertainment Operating Co., a majority-owned subsidiary of Caesars Entertainment Corp. that owns, operates and manages gaming and resort properties primarily under the Caesars, Harrah’s and Horseshoe brand names, in connection with the real estate aspects of CEOC’s Chapter 11 restructuring.

 Represented Rockrose Development Corp. in refinancing approximately $130 million of loans on properties located at 43-01 21st Street in Long Island City and 666 Greenwich Street in New York City.

 Represented a Spanish hotel and resort developer in the $101 million acquisition of a parcel of land in Times Square for the development of a hotel.

 Represented a French bank in reviewing requests for proposals in connection with the renovation of its New York headquarters.

 Represented Pacific Bank in making more than $110 million of acquisition, pre- development, construction and project loans in New York City.

 Represented a lender in making acquisition, pre-development and construction loans for the redevelopment of sites in Cleveland, Cincinnati and Kansas City, a development in Brooklyn, and in the restructuring of a portfolio of seven properties around the United States.

 Represented a lender in making $8.4 million of acquisition, building and project loans to a developer for a property in Brooklyn.

 Represented a Chinese developer in the acquisition of fee parcels and five air rights parcels for the development of a 32-plus-story luxury residential condominium tower in New York City.

KRAMER LEVIN NAFTALIS & FRANKEL LLP 4  Represented a developer in obtaining $150 million of mortgage and mezzanine construction financing for the construction of a 70-unit luxury residential condominium in Boston.

 Assisted in negotiating financing documents for a hedge fund to provide $235 million of preferred equity to fund Central Park Tower, Extell Development Co.’s planned 95-story supertall building at 217 West 57th St.

 Represented a private equity company in a $73 million financing for the acquisition and construction of a mixed-use office and industrial complex outside Atlanta.

 Represented a landlord in negotiations of a Consent to Sublease and a Subtenant Recognition Agreement for a mixed-use property on East 74th Street in New York City.

 Represented an individual in the purchase of a townhouse on East 74th Street in New York City.

 Represented a private equity firm in providing $35 million in note-on-note financing for the acquisition of the underlying loan on a development site in Times Square.

 Represented an owner of Broadway theaters in the complex sale of a building in Times Square, with the seller retaining ownership of the landmarked theater within the building. As part of the transaction, the purchaser intends to lift the theater by up to 30 feet above its current ground- floor location and renovate the theater for the seller.

 Represented a lender in negotiating a forbearance agreement for a portfolio of loans on properties around the United States.

 Successfully negotiated on behalf of a developer in making title claims upon the discovery of subsurface encroachments by the foundation of a neighboring parcel.

Perspectives

Publications  Author, Foreign Investment in Real Estate – New York (Nov. 11, 2020)

 Co-author, Real Estate Ownership: New York (June 22, 2020)

Recognition

 Connect Media's Next Generation Award (2019)

 New York State Bar Association’s Empire State Counsel Honor (2019)

 Marvin Frankel Pro Bono Award (2017- 2019)

Credentials

Education

KRAMER LEVIN NAFTALIS & FRANKEL LLP 5  J.D., Columbia Law School, 2010 Submissions Editor, Columbia Business Law Review James Kent Scholar Harlan Fiske Scholar

 B.A., cum laude, History, Yale University, 2006

Bar Admissions  New York, 2011

Professional Affiliations  New York City Bar Association

 New York State Bar Association

KRAMER LEVIN NAFTALIS & FRANKEL LLP 6