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Structuring REIT Credit Facilities: Loan Terms, Financial Covenants, Commitment Letters, MAC Provisions and More

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1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific THURSDAY, OCTOBER 6, 2016

Ari B. Blaut, Partner, Sullivan & Cromwell, New York Benjamin R. Weber, Partner, Sullivan & Cromwell, New York

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Structuring REIT Credit Facilities

Loan Terms, Financial Covenants, Commitment Letters, MAC Provisions and More

Ari Blaut Benjamin Weber

6

Overview

I. REITs – Brief Overview II. Recent Market Trends – REIT Bank Loan Market III. Credit Agreement Process and Terms IV. Q&A

7

• I. REITs – Brief Overview

8

What is a REIT?

• “REIT” – Real Estate Investment Trust
• An entity that satisfies certain requirements of the Internal Revenue Code and

elects to be treated as a REIT for U.S. federal income tax purposes

• REITs own, or make loans secured by, income-producing real estate
• A REIT is expected to pay regular quarterly (or in some cases monthly)

dividends

• REITs generally are not able to retain earnings due to the annual dividend

requirement

• Organized in the U.S.
• Can be organized under the laws of any state; but in practice many REITs (75%
• r more of public REITS) are organized as Maryland corporations or as “real

estate investment trusts” under Maryland law

• Governed by a board of directors (or a board of trustees)

9

Benefits of REIT Status

• “Dividends-paid” deduction enables a REIT to avoid entity-level tax
• Well-known in U.S. capital markets; REITs raise capital through:
• Issuance of public equity (and debt)
• Issuance of common and preferred OP units
• Mortgage borrowings
• Credit facilities (secured and unsecured)
• Attractive to tax-exempt and foreign investors
• Tax-exempt investors can invest in real estate without incurring tax on

unrelated business taxable income (UBTI)

• Foreign investors can invest in real estate without having to pay FIRPTA

(essentially capital gains tax for non-U.S. investors) upon disposition, so long as the REIT is domestically-controlled

10

Principal Tests for REIT Qualification

• Ownership tests
• Must have at least 100 distinct shareholders and
• Five or fewer individuals cannot own more than 50% of the REIT’s stock during the last half of its

taxable year (this requirement leads REITs to adopt a share ownership limit of 9.9% or less)

• Asset tests – tested quarterly
• At least 75% of the assets must be real estate assets or cash and
• Not more than 20% of assets can be securities of taxable REIT subsidiaries (“TRS”)
• Income tests – tested annually
• At least 75% of gross income must be real estate related and
• At least 95% of gross income must be passive income
• Must distribute 90% of the REIT’s taxable income for each taxable

year

• Subject to tax on undistributed taxable income (for this reason, as a practical matter, most public

REITs distribute 100% of taxable income)

11

REIT Qualification

• Management must be highly-focused on operating within the

various requirements for REIT qualification

• REIT qualification matters must be taken into consideration when

structuring a REIT credit facility

• Must ensure that loan covenants and restrictions will not interfere with REIT

compliance, both before and after an event of default

• Should permit any distributions being made for REIT compliance (and to avoid

federal income tax)

• Minimize the nature of any limitation on transfers of REIT stock
• If a REIT fails to qualify it must wait five years before it will again be

eligible to elect REIT status

12

REIT Structures

• Common REIT structure:
• UPREIT (umbrella partnership REIT)
• REIT holds all assets through an operating partnership
• Vast majority of REITs are organized as UPREITs
• Exceptions: mortgage REITs and non-traded REITs
• Straight REIT (no operating partnership)
• Down-REIT
• Important to ensure that credit facility provisions are consistent

with relevant REIT structure

• As an example, in an UPREIT structure, the OP is generally designated as the

borrower, and the REIT is typically a guarantor

13

Typical REIT Structure

– continued REIT Operating Partnership*

Property Owner Property Owner Property Owner REIT Investors/Shareholders Outside Limited Partners TRS

Sole GP 100% 100% 100%

Assets Assets Assets Assets JV Outside Partner

*A straight REIT would use a similar structure, but with no operating partnership

14

OP Unit Redemption Right

• OP units typically are denominated to correspond, on an economic

basis, with outstanding REIT common stock (1:1)

• OP unit holders usually have a right to redeem their units for cash

(with the amount being determined based on the then-trading value

• f a corresponding number of REIT shares) or, at the option of the

REIT, delivery of REIT shares

• REITs routinely elect to satisfy redemption requests with shares to

avoid unnecessary cash outlay; as a result, the redemption feature is sometimes improperly referred to as a conversion right, but the determination of cash vs. shares rests solely with the REIT

• An UPREIT typically establishes an issuer shelf (S-3) so it can

deliver registered shares when satisfying a unitholder redemption

15

Down-REIT

• Investors contribute depreciated property to a joint venture with an

UPREIT (or a straight REIT) in a manner that enables the investors to defer gain

• The REIT provides day-to-day management for the joint venture
• Outside investors receive negotiated distribution rights (e.g.,

distributions equivalent to those paid on a corresponding amount of the REIT’s shares); terms vary greatly

• Outside investors receive negotiated redemption rights, which may

be satisfied with cash, REIT units or stock, depending on the business agreement

• Structure allows outside investors to maintain concentration in

specific property rather than the REIT’s entire portfolio

16

• II. Recent Market Trends

– REIT Bank Loan Market

17

Market Update

• Issuance activity
• High by historical standards, despite slight drop from 2015/2014

(Dealogic through 9/12)

• 2014 – $79.7B
• 2015 – $83.7B
• 2016 – $71.9B
• Increased usage of bank loans rather than bonds
• Volatility in bond markets
• Pricing has been attractive compared to bonds
• No call protection
• Improved covenant terms in bank loans
• 2014 FY– $172.7B
• 2015 FY– $150.0B
• 2016 LTM – $125B

18

Market Update

• Unsecured bank loans*
• Financing option of choice for many REITs
• Average facility size has increased by 19% from 2014 to 2016
• Decreased pricing
• Pricing decreased 20–50 bps from previous facilities with an average decrease
• f 30 bps
• Increased draws under unsecured credit lines
• Borrowers increasing percentage of drawn revolvers
• Some borrowers shifting from secured to unsecured loans

– continued

*Trend data from Fitch

19

Market Update

• Longer dated term loans as part of capital structure
• Increasingly seeing seven-year term loans*
• Approximately 19% of REIT term loans in FY 2014
• Approximately 28% of REIT term loans in FY 2015
• Approximately 30% of REIT term loans in 2016 YTD
• Takes advantage of historically low interest rates
• Protects against increased borrowing costs in a rising interest rate environment
• Have limited call protection
• Flexibility to refinance without a large prepayment premium
• Terms continue to favor borrowers
• Removal of certain financial maintenance covenants
• Loosening of restrictions on investments

– continued

*Data from Thomson

20

• III. Credit Agreement

Process and Terms

21

• A. Introduction

22

Key Considerations

• Ability to comply with REIT distribution requirements – including

post-default

• Permit operational flexibility
• Unencumbered v. encumbered assets
• Mortgage financings
• Non-recourse carve-out guarantees
• TRS

23

Key Differences Between Corporate and REIT Facilities

Corporate Facilities (non-IG borrower)* REIT Facilities Security Typically secured Either secured or supported by a pool of unencumbered properties Restricted payments Limited dividend payments; must meet exceptions or satisfy baskets Can pay dividends to maintain REIT status (even post-default) Incurrence of Indebtedness Limited debt incurrence; must meet exceptions or satisfy baskets Generally permitted when financial maintenance covenants are met Investments Limited investments; must meet exceptions or satisfy baskets Generally permitted when financial maintenance covenants are met; though may contain percentage caps by investment type Financial Maintenance Covenants May be “covenant lite” or have one to two covenants Primary protection for lenders; often contain more than four financial maintenance covenants

*Investment grade corporate facilities are typically unsecured and generally contain more permissive covenants

24

• B. Process

25

Timeline

Negotiate engagement letter and term sheet Sign engagement letter and begin negotiating credit agreement Negotiate ancillary documents Ongoing reporting

• bligations and

delivery of quarterly compliance certificates

Due diligence process

Sign definitive documentation and fund t t+2 weeks t+6 weeks

26

Key Documentation: Initial Documents

• Engagement letter
• Sets forth key syndication terms
• Term sheet attached
• Can be very detailed or more general

27

Key Documentation: Initial Documents

• Fee letter
• Arranger fee
• Fee paid for arranging financing
• Accordion arranger fee also typically set (unlike corporate borrowers)
• If a committed financing, will usually have an underwriting fee
• Upfront fee
• Fee paid to market
• Typically based on lender’s commitment request (not to exceed its invited

commitment) rather than the accepted commitment

• Administrative Agent fee
• Ongoing fee paid for acting as going forward agent

– continued

28

Key Documentation: Closing Deliverables

• Credit agreement
• Schedules
• Exhibits
• Guarantees
• Make sure to review guarantor
• rganizational documents
• Notes (if requested)
• Borrowing Notice
• Officer’s certificates
• Solvency certificate
• Compliance certificate
• Secretary’s certificate
• Including board resolutions
• Opinion of counsel

29

• C. Security and Guarantees

30

Security

• Investment grade REIT facilities are typically unsecured
• Credit facilities for sub-investment grade REIT borrowers are

typically secured

• Collateral included pledges of equity, profits and other entitlements of the

borrower and its subsidiaries

• Trend: REITs with ratings of BBB to BB are increasingly able to obtain

unsecured bank loans

31

Security

• Instead of collateral, banks rely on a pool of unencumbered property

comprised of select eligible property of the borrower – “Minimum Unencumbered Property Condition”

• Eligible property is typically required to be:
• Wholly owned by or ground leased to borrower, guarantor or controlled joint venture
• For investment grade borrowers, may be held by wholly-owned domestic subsidiary
• Located in the U.S.
• Though some facilities provide for a sublimit of non-U.S. properties
• No asset level debt
• Aggregate pool value equal to or greater than the facility size
• Direct and indirect owners of the properties in the pool guarantee the facilities
• Typically required to have a certain minimum number of

unencumbered pool properties

• Can range from three to ten

– continued

32

Guarantees

• Investment grade – typically no guarantee requirement
• Sub-investment grade – guarantees are typically required

33

Guarantees

• Guarantors typically include:
• Parent entity in an UPREIT structure
• Each wholly owned subsidiary liable in respect of unsecured debt
• Each direct and indirect owner of an unencumbered pool property
• Sometimes may include “material subsidiaries”
• Based on a percentage of guarantor’s asset value

– continued

34

Transition to Investment Grade

• Non-investment grade borrowers who expect to transition to

investment grade status during the life of their credit facility may build in transition terms

• Release of subsidiary guarantors owning unencumbered pool property
• Often requires prior notice and delivery of an officer’s certificate
• Ability to opt-in to a more favorable ratings-based pricing grid
• Fall-away of certain financial maintenances covenants

35

• D. Interest Rates

36

Borrowing Rate

• Investment grade borrowers: ratings-based grid
• Negotiated provision for pricing in split-ratings circumstances
• Number of ratings required
• Whether high or low rating controls
• Non-investment grade borrowers: leverage-based grid
• Obtaining investment grade status may trigger a built-in option to transition to

a more favorable ratings-based grid

• Borrower option
• Ratings-based grid not mandatory—can wait if beneficial to stay in leverage-

based grid (e.g., if BBB- with lower leverage ratio)

37

• E. Maturity and

Extension Options

38

Maturity and Extension Options

• Typical corporate facilities have maturities fixed with no extension

period

• Revolver: typically five years
• Term Loan: typically six to seven years
• REIT facilities
• Revolver: often three years with option to extend for two six-month periods
• Term Loan: often five years or matched revolver maturity
• Trend towards longer-dated seven-year term loans

39

• F. Representations and

Warranties

40

Customary Representations and Warranties

• Contain customary representations and warranties
• Existence
• Authorization
• No MAE
• No default
• Marketable title and ownership in fee
• Compliance with laws
• Insurance

41

REIT-Specific Representations and Warranties

• Maintenance of REIT status
• At all times, the Borrower will be organized and operated in a manner that will

allow it to qualify for REIT Status

• All unencumbered pool properties are eligible properties

42

• G. Affirmative Covenants

43

Affirmative Covenants

• “Thou shall” covenants
• Require the borrower and other loan parties to take certain actions,

such as deliver information or maintain certain policies or practices

44

Customary Affirmative Covenants

• Financial statements
• Delivery of notices
• Maintenance of properties
• Compliance with laws
• Inspection rights
• Compliance certificate
• Reporting of defaults, MACs

and changes in ratings

• Payment of taxes
• Preservation of existence
• Maintenance of insurance
• Maintenance of books and

records

• Maintenance of exchange listing

45

Financial Reporting

• Annual audited financial statements
• Going concern qualification
• Quarterly unaudited consolidated financial statements
• First three fiscal quarters of each year only (typically)
• Compliance Certificate
• Concurrently with delivery of annual and quarterly financial statements
• Forecasts of consolidated balance sheet, income statement and cash

flow projection

46

Other Reporting Obligations

• Notices of certain material events, including:
• Defaults
• Matters that have or would reasonably be expected to have a

“material adverse effect”

• Announcement by Moody’s or S&P of change or possible change in rating

47

REIT-Specific Affirmative Covenants

• Maintenance of REIT status
• Procedures for adding unencumbered pool properties
• Notification and information to the Administrative Agent
• Add direct and indirect owners as guarantors (if required)
• Procedures for adding guarantors
• If a subsidiary becomes:
• A direct or indirect owner of unencumbered pool property
• Exception: if after an investment grade release
• A borrower or guarantor of unsecured indebtedness
• Exception: guarantees of nonrecourse indebtedness, which guarantees generally are limited to

a customary recourse exclusion

• Must then execute a joinder agreement to the credit agreement

48

• H. Negative Covenants

49

Negative Covenants

• “Thou shall not” covenants
• Prohibit the borrower and other loan parties from engaging in

certain activities

• Customary negative covenants include restrictions on:
• Incurring indebtedness
• Fundamental changes or dispositions
• Making restricted payments
• Changing the nature of the business
• Transacting with affiliates
• Entering into burdensome agreements
• Changing accounting policies and practices

50

Restricted Payments

• Ability to make “Restricted Payments” is generally not limited when

no event of default occurred and is continuing

• “Restricted Payments”: dividends, distributions or repurchases of equity

interests

• Alternatively, may be constrained by a cap or limitation (e.g., up to

95% of funds from operations)

51

Restricted Payments

• During an event of default, carve-outs allow the following Restricted

Payments to be made:

• Amounts sufficient to avoid payment of federal and state income or excise tax
• Amounts sufficient to maintain REIT status
• Some facilities limit restricted payments upon bankruptcy or

payment event of default

• Can create issues for both lenders and borrower in bankruptcy

– continued

52

Restrictions on Debt Incurrence

• Some facilities restrict the incurrence of indebtedness by

categorizing debt into baskets and constraining each basket with a cap or limitation

• Hedging arrangements
• Capital leases
• General basket
• However, there is a trend to allow the incurrence of additional

indebtedness as long as the borrower is in compliance with its financial maintenance covenants

53

Restrictions on Debt Incurrence

• Indebtedness is often defined broadly
• Includes:
• Borrowed money, notes, bonds or debentures
• Capital leases
• Net payments in respect of swaps
• Deferred purchase price of property or services
• Excludes:
• Guarantees of non-recourse indebtedness
• Recourse typically limited to “customary recourse exceptions”
• Trade liabilities
• Security deposits

– continued

54

Restrictions on Investments

• Limits ability of borrower and restricted subsidiaries to make

“investments”

• “Investments” typically defined as including:
• Purchase of equity interests or securities
• Loans or extensions of credit
• Purchase of business units
• Purchase or investment in real property

55

Restrictions on Investments

• Often caps different baskets of investments, individually and in the

aggregate

• May see baskets for investments in:
• Unconsolidated affiliates/JVs (e.g., 10% of total asset value)
• Assets under development (e.g., 15% of total asset value)
• Mortgage receivables (e.g., 5%–10% of total asset value)
• Unimproved land (e.g., 5% of total asset value)
• Aggregate of all investments (e.g., 25%–35% of total asset value)
• Cap could be a dollar value or percentage of total asset value
• Alternative formulation: generally permit investments so long as no

event of default occurred and is continuing

• Lenders protected by financial maintenance covenants and minimum

unencumbered property condition

– continued

56

• I. Financial Maintenance

Covenants

57

Financial Maintenance Covenants

• Key limitation on taking actions
• Not unusual to have four to eight
• Typical menu of financial maintenance covenants include:
• Fixed charge coverage
• Tangible net worth
• Total assets covenants
• Unencumbered NOI
• Unsecured debt yield
• Total leverage
• Secured leverage
• Secured recourse leverage
• Unsecured leverage
• Unencumbered interest

coverage

58

Key Financial Definitions

• Capitalization Rate
• Rate of return on real estate investment property
• Used in the calculations of Total Asset Value and Unencumbered Pool Value
• Rates may differ for specific property categories (e.g., office, retail, multifamily)

and/or geographic location of the properties

• EBITDA – earnings before interest, taxes, depreciation and amortization
• Proxy for earning potential
• Net Operating Income (NOI)
• Proxy for income production of real estate
• Equal to revenue from the property minus all reasonably necessary operating

expenses

• Negotiations over included v. excluded operating expenses
• Unencumbered NOI
• Net Operating Income of the unencumbered pool properties

59

Key Financial Definitions

• Fixed Charges
• Interest Expense + regularly scheduled debt principal payments + preferred

dividends

• Fixed charge coverage ratio (Adjusted EBITDA / Fixed Charges) measures the

REIT’s ability to repay its debt

• Total Asset Value
• Depreciated v. undepreciated book value of certain assets
• Caps on maximum amount of Total Asset Value attributable to certain assets
• Unencumbered Asset Value (UAV)
• No one property can account for more than a certain percent
• Often a minimum number of properties
• Sublimits on certain asset classes (e.g., international investments,

development properties)

– continued

60

Financial Maintenance Covenants

• Maximum Total Leverage Ratio
• Total Indebtedness to Total Asset Value
• Typical range: 60%–65%
• Increasingly seeing a ratchet of around 5% following a material acquisition
• Maximum Secured Leverage Ratio
• Total Secured Indebtedness to Total Asset Value
• Typical range: 40%–45%
• Maximum Secured Recourse Leverage Ratio
• Total Secured Recourse Indebtedness to Total Asset Value

61

Financial Maintenance Covenants

• Maximum Unsecured Leverage Ratio
• Total Unsecured Indebtedness to Unencumbered Pool Value
• Typical range: 60%–65%
• Increasingly seeing a ratchet of around 5% following a material acquisition
• Minimum Unencumbered Interest Coverage Ratio
• Unencumbered NOI to Unsecured Debt Interest Expense on Unsecured

Indebtedness

• Measured for trailing four quarter period
• Typical range: 1.75–2x

– continued

62

Financial Maintenance Covenants

• Fixed Charge Coverage Ratio
• Adjusted EBITDA to Total Fixed Charges
• Typical range: 1.5–2.0x
• Tangible Net Worth
• Undepreciated value of the consolidated assets of the borrower and its

subsidiary minus goodwill and the value of other intangible assets

• Measure of the corporate worth of the REIT
• Total Assets
• Total Asset Value of borrower and guarantors to exceed a certain percentage of

the Total Asset Value of the borrower and all of its subsidiaries

– continued

63

Market Trend

• Removal of tangible net worth and total asset covenants
• Ratchet on debt ratios following material acquisitions

64

• J. Events of Default

65

Events of Default

• Customary events of default
• Failure to pay principal/deposit cash collateral when due
• Failure to pay interest within three business days of due date
• Failure to comply with covenants
• Insolvency of the borrower, any guarantor or other material subsidiary
• Judgments
• ERISA events
• Occurrence of a “change of control”

66

REIT-Specific Events of Default

• Cross-default
• Typically subject to a minimum threshold and/or certain triggering events
• Baskets differ depending on whether the debt is recourse or nonrecourse
• Nonrecourse debt often has a higher threshold and if triggered by an acceleration of

debt, must cause MAE

• Failure to maintain REIT status

67

• IV. Q&A

68

• V. Biographies

69

Biographies

Ari B. Blaut

New York Office Phone: +1 212 558 1656 Fax: +1 212 291 9219 blauta@sullcrom.com Partner since 2016 George Washington Law School, J.D. 2007 Washington University, B.A. 2004

Ari Blaut recently won “Emerging Leader Award.” M&A Advisor – 2016

ri Blaut is a partner in the firm’s Corporate and Finance Group. Mr. Blaut maintains a broad corporate practice advising clients on a wide range of financing transactions, including bank financings, high yield bond issuances, “PIPE” transactions, debt restructurings, liability management, creditor representations and joint ventures. Mr. Blaut has particular expertise in leveraged finance and acquisition finance transactions. Mr. Blaut regularly acts for clients in connection with arranging committed debt financing (both bank and bond).

Recent Selected Transactions Corporate

 Harris Corporation in $3.4 billion of debt financing (bank and bond) for its acquisition of

Exelis

 AT&T in vendor financing provided in its $2.5 billion acquisition of Iusacell  Underwriters in Alibaba Group’s $8 billion bond issuance  Impax Laboratories in $600 million of debt financing for its acquisition of pharmaceutical

products from Teva and Allergan

 CIM Commercial Trust in $1.2 billion of term loan and revolving bank financing  Forest City in $900 million of bank financing in connection with its conversion to a real estate

investment trust

 Unisys Corporation, American Casino & Entertainment Properties, and Wasserman

Media Group in other recent financing transactions Private Equity

 Ontario Teachers’ Pension Plan Board (OTPPB) in $710 million of first lien, second lien

and revolving facilities for its acquisition of PODS

 Rhône Capital in $535 million of first lien, second lien and revolving debt financing for its

acquisition of Ranpak Holdings

A

70

Biographies

Private Equity, continued

 Ares Management in debt financing related to its acquisition of a large minority stake in ATD

Corporation from TPG

 Tinicum Capital in debt financing for its acquisition of Ashby Street outdoor holdings  Versa Capital in the dividend recapitalization of its portfolio company Avenue Stores  Rhône Capital in $1 billion of multi-jurisdictional asset-based revolving and term loan facilities

for its acquisition of CSM NV’s bakery business

 Ares Management and OTPPB in $1 billion of debt financing (term loans, asset based revolver

and bonds) for their acquisition of CPG International

 Castle Management, a joint venture of Highgate Hotels and Trilantic Capital Partners,

in its debt recapitalization Special Situations

 Ad hoc committee of Key Energy’s unsecured notes, led by Platinum Equity, in

connection with Key’s prepared Chapter 11

 Anchorage Capital, O-Cap and Corbin Capital in their debt, preferred stock and warrant

investment in Cubic Energy and the subsequent prepackaged Chapter 11

 AT&T in arrangements with holders of NextWave Wireless notes (senior secured, subordinated

and third lien) as part of its distressed acquisition of NextWave Wireless

 Eastman Kodak for its $950 million debtor-in-possession facility, $848 million junior debtor-

in-possession facilities and $895 million exit financing facilities

 Versa Capital in the exit financing for its 363 acquisition of Avenue Stores  Ares Management as unsecured note holder in the restructuring of Sbarro

71

Biographies

Direct Lending

 Owl Rock and GS BDC as joint-lead arrangers and second lien lenders to Roland Foods  Crescent Capital as mezzanine finance provider in connection with acquisitions by TPG,

Advent and GTCR

 Delaware Life and Guggenheim Life as lead arrangers in direct lending transactions for

Associations Inc. and Mammoth Mountain Publications

 “Structuring Considerations for Minority Investments”, Deal Lawyers (2016) (co-author)  “Borrower Favorable Trends in REIT Credit Facilities”, Law360 (2016) (co-author)

Professional Activities

 Mr. Blaut is a member of the New York City Bar Association Committee on Commercial Law and

Uniform State Laws

72

Biographies

enjamin Weber has experience in a broad range of commercial real estate, corporate finance and private and public securities transactions, including acquisitions and dispositions, corporate and partnership restructurings, securitizations, financings, private equity investments and public and private offerings of debt and equity.

Benjamin R. Weber

New York Office Phone: +1 212 558 3159 Fax: +1 212 291 9162 weberb@sullcrom.com Partner since 1999 University of Minnesota Law School, J.D. 1990 University of Minnesota, B.S. 1986

B

Recent Representations

 Forest City Enterprises in its recent

reorganization into a REIT and in its related $500 million unsecured revolving credit facility

 Cadillac Fairview in its exchange of interests

in five shopping centers for an 11% interest in The Macerich Company

 Christopher Cole and certain other

executives in connection with the recently announced $11.2 billion acquisition of Cole Real Estate Investments by American Realty Capital Properties

 Cole Real Estate Investments in various

corporate and securities matters, including its listing on the New York Stock Exchange and its $250 million self tender offer

 Cole Holdings Corporation in connection

with its sale to Cole Capital Properties Trust III (thereafter known as Cole Real Estate Investments)

 Jujamcyn Theaters in various matters,

including the $115 million refinancing of its Broadway theater business

 Verde Realty in its merger with a fund

sponsored by Brookfield Asset Management

 Lazard Alternative Investments in various

acquisitions and financings and in the disposition of its Atria senior living business to Ventas, Inc. and subsequent sale of the Atria senior living management business to a group

• f its senior employees

 GF Investments in various real estate

investments, including its purchase of an interest in the MS Rialto land development business and its purchase of interests in several other residential development projects

 Ontario Teachers Pension Plan in various

real estate investments, including the extension of its lease with the Port Authority of New York and New Jersey (PANYNJ) for the New York Container Terminal on Staten Island and the development of a related toll rebate program at that property and a sale and related lease transaction with the PANYNJ for the Global Container Terminal in Hoboken/Jersey City

73

Biographies

Recent Representations, continued

 AIG and certain affiliates in the sale of a

portfolio of approximately $40 billion of RMBs and other securities to The Federal Reserve Bank

• f New York

 Vornado Realty Trust in connection with

various transactions, including its sale of Broadway Mall on Long Island to an affiliate of KKR, its ongoing investment in the Suffolk Downs racetrack in Boston and its purchases of various office, retail and other commercial properties and related businesses from sellers including a consortium of Chinese investors, The Mendik Company, Kennedy family entities, Commonwealth Atlantic Properties, Inc., Charles

• E. Smith Limited Partnership and the Kaempfer

companies Rankings and Recognitions

 BTI Consulting Group (2016) – recognized as a law firm Client Service All-Star  New York Super Lawyers (2007–2015) – recognized as a Super Lawyer in Real Estate Law  The Best Lawyers in America (2013–2016) – recognized in Real Estate Law and Mergers & Acquisitions Law  The Legal 500 United States (2014) – recognized in Real Estate Law

 The issuer or the underwriters in a variety of

securities offerings by public real estate companies, including the initial public offerings

• f Morgans Hotel Group, U-Store-It Trust,

General Growth Properties, Inc. and Crown American Realty Trust and shelf

• fferings of debt and equity by MFA Mortgage

Investments, Vornado Realty Trust and Forest City Enterprises

 Various lenders and borrowers in connection

with loans secured by shopping centers, office buildings, hotels, apartment buildings, assisted living facilities, Broadway theaters, warehouses, manufacturing facilities and other commercial properties throughout the United States