Tzvi Rokeach Partner New York T 212.715.9409 F 212.715.8367 [email protected] Tzvi Rokeach represents leading developers, institutional investors, major lenders, Fortune 1000 corporations and prominent individual investors, bringing a distinctive multidisciplinary perspective to a wide range of sophisticated real estate transactions. Tzvi works on large-scale development and construction projects, joint ventures, acquisitions, and sales and dispositions across a broad range of asset types, including commercial, industrial, retail, residential, gaming, hospitality and entertainment properties. He has deep and significant experience handling a variety of sale leaseback, OpCo/PropCo, ground lease, net lease and master lease transactions, as well as representing lenders and borrowers in complex real estate financings, workouts, and complicated restructurings and recapitalizations. Tzvi’s notable matters include representing The Walt Disney Company in its acquisition from Trinity Church of a Hudson Square site comprising 1.2 million buildable square feet (to be Disney’s new East Coast headquarters) through an innovative 99-year estate-for-years structure, and representing an ad hoc group of bondholders holding in excess of $3.5 billion of first lien bonds issued by Caesars Entertainment Operating Company (CEOC) in connection with the real estate aspects of CEOC’s Chapter 11 restructuring, including the $2.2 billion CMBS financing of Caesars Palace Las Vegas and the negotiation of the master leases by which Caesars leases much of its real estate from VICI Properties Inc. (VICI). Tzvi has since represented VICI in numerous transactions, including various OpCo/PropCo acquisitions, sale leasebacks, and related master lease and net lease transactions. Experience Advising VICI Properties Inc. in its pending $17.2 billion strategic acquisition of MGM Growth Properties LLC (NYSE: MGP). Representing VICI Properties Inc. in its pending acquisition of the Venetian Resort’s real estate in Las Vegas from Las Vegas Sands Corp. for $4 billion and lease to an affiliate of Apollo Global Management Inc. Attorney Advertising. ©2021 KRAMER LEVIN NAFTALIS & FRANKEL LLP Prior results do not guarantee a similar outcome. All Rights Reserved. Represented VICI Properties Inc. in its $745 million acquisition (and leaseback to Caesars) of the Octavius Tower at Caesars Palace Las Vegas and gaming facilities in Chester, Pennsylvania, and the contemporaneous modification of VICI’s master leases with Caesars. Represented VICI Properties Inc. in connection with its acquisition of the real estate assets of JACK Cincinnati Casino, located in downtown Cincinnati, for approximately $558 million in cash, and lease to Hard Rock International. Represented VICI Properties Inc., together with Century Casinos Inc., in its agreement with Eldorado Resorts Inc. to acquire Isle Casino Cape Girardeau in Cape Girardeau, Missouri; Lady Luck Casino Caruthersville in Caruthersville, Missouri; and Mountaineer Casino, Racetrack & Resort in New Cumberland, West Virginia, for an aggregate purchase price of approximately $385 million, and VICI’s entry at the closing into a triple-net master lease agreement with Century Casinos related to the assets. Represented VICI Properties Inc. in its entry into definitive agreements with Eldorado Resorts Inc. in connection with Eldorado’s $17.3 billion merger with Caesars Entertainment Corp., whereby, among other things, VICI (i) acquired from (and leased back to) the merged company the land and real estate assets associated with the gaming-entertainment resort facilities known as Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, and (ii) modified VICI’s master lease agreements with the merged company. Represented VICI Properties Inc. in connection with the acquisition of the land and real estate assets associated with the JACK Cleveland Casino and the JACK Thistledown Racino for approximately $843.3 million and the leaseback to JACK Entertainment. Represented VICI Properties Inc. in connection with the acquisition of the land and real estate assets associated with the Greektown Casino-Hotel located in downtown Detroit and lease to Penn National Gaming Inc. Represented VICI Properties Inc. in connection with the acquisition of the land and real estate assets of Margaritaville Resort Casino located in Bossier City, Louisiana, for approximately $261 million cash, and lease to Penn National Gaming Inc. Represented VICI Properties Inc. in connection with its $1.14 billion acquisition of the iconic Harrah’s Las Vegas from, and leaseback to, Caesars. Represented the landlord in granting an option for a long-term ground lease of industrial property to be redeveloped into a shopping center by the tenant, a major northeastern U.S. shopping center developer and operator. Represented the landlord in connection with a long-term ground lease of a Lower Manhattan site and its subjection to a leasehold condominium regime and redevelopment into university housing as part of a tax-exempted leasehold ownership condominium (TELOC) structure. KRAMER LEVIN NAFTALIS & FRANKEL LLP 2 Represented the landlord in connection with a 99-year ground lease of an Upper West Side site and its redevelopment into a luxury residential leasehold cooperative building with on-site parking. 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 Company (CEOC) in connection with the real estate aspects of CEOC’s Chapter 11 restructuring. Represented the borrower in connection with the $2.2 billion CMBS mortgage and mezzanine financing of Caesars Palace Las Vegas. Represented VICI Properties Inc. in the repurchase of a $400 million mezzanine debt portion of the Caesars Las Vegas CMBS debt. Represented JEMB Realty in securing a $250 million mortgage and mezzanine refinancing of 75 Broad St., a 34-story, 650,000-square-foot office building in Manhattan’s Financial District. Represented the borrower in a $50 million refinancing of an Atlantic City-based casino-hotel- entertainment resort. Represented Gamma Real Estate in extending bridge financing to the developer of an East Side assemblage, and thereafter in connection with foreclosure and other matters. Represented a private equity fund in connection with the formation of various mortgage lending and servicing joint venture platforms. Represented various lenders, including major national banks and private equity funds, in multiple complex mortgage loan originations, including construction financings and, as applicable, related syndication/intercreditor arrangements, ongoing loan administration matters, etc. Represented a group of affiliated borrowers in a complex $260 million leasehold mortgage and mezzanine refinancing of an Upper East Side mixed-use hotel/restaurant/cooperative-apartment property. Represented an affiliated group of borrowers in connection with the workout/restructuring of in excess of $770 million of mortgage debt secured by interests in various hotel properties and residential condominium projects. Represented the borrowers in restructuring in excess of $289 million of mortgage and mezzanine hotel construction financing and recapitalization of the project through the infusion of preferred equity financing. Represented two affiliated borrowers in the $170 million long-term refinancing of an Upper East Side, Madison Avenue-corridor retail store and office complex comprising two buildings, one of which is net leased to a luxury clothing retailer for its flagship New York-area store. KRAMER LEVIN NAFTALIS & FRANKEL LLP 3 Represented a foreclosing lender in a settlement agreement leading to the successful uncontested foreclosure and subsequent sale of a development site in Williamsburg, Brooklyn. Represented numerous borrowers in the real estate aspects of various corporate and project financings across a broad range of sectors, including financings secured by interests in offshore energy reserves, theater and entertainment facilities, a chain of fitness centers, newsprint manufacturing plants, pharmaceutical manufacturing facilities, and paper manufacturing and recycling facilities. Represented the borrower in the $101 million refinancing of a lower Manhattan rental apartment complex. Represented the special servicer in settling foreclosure proceedings for a $47.5 million blanket mortgage loan covering warehouse and office facilities located in Brooklyn and Queens, New York, and the borrower’s related sale of the underlying collateral pursuant to a series of lender- supervised sales, resulting in significant recovery for the lender. Represented a real estate private equity fund in providing a $25 million predevelopment bridge financing and subsequently in providing a $53.5 million construction financing for the renovation of a Miami hotel and associated unsold residential condominium units, negotiating subordination agreements with, among others, the third-party hotel management company and the separate restaurant/food and beverage operator, and obtaining an option to acquire equity in the project venture. Represented a real estate private equity fund providing $235 million of secondary financing to fund construction of a super-tall luxury residential condominium building adjacent to New York City’s Central Park, and in connection with related negotiation of intercreditor and recognition arrangements with the senior construction lender and other constituents in