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Negotiating Real Estate Deals 2012


Speaker(s): Gregory A. Cross, Harry R. Silvera, James E. Hough, Patricia A. Wilson, Paul Gillen, Richard S. Fries, Ronald D. Sernau, Ross Z. Silver, Steven D. Klein, Steven G. Horowitz, William P. McInerney
Recorded on: Jun. 5, 2012
PLI Program #: 35524

Patricia A. Wilson

Before joining the Baylor Law Faculty in1993, Professor Wilson practiced law for seven years, including four years with American Airlines, Inc. At American Airlines, Professor Wilson was responsible for managing  litigation matters worth millions of dollars and for negotiating and drafting contracts in a number of areas, including software licensing and health care plan administration. She also handled matters involving airline regulation and employment discrimination. Professor Wilson worked as a Litigation associate in two prominent Texas law firms prior to her employment with American Airlines.

 Professor Wilson's primary teaching responsibilities include Employment Relations, Employment Discrimination, Labor Law, and Family Law. Previously, she taught the first year Property course for 12 years. She has also taught  the Client Counseling and Interviewing course, which she developed, as well as Antitrust, Consumer Protection, Intellectual Property, and Legal Writing. 
 
 Professor Wilson's professional activities include regularly speaking at continuing legal education seminars in New York City, San Francisco, Chicago, and Austin. She is also a member of the State Bar of Texas Consumer and Commercial Law Council and she is a trained mediator. Professor Wilson serves on the boards of a number of local nonprofit organizations.

 Professor Wilson earned her BA degree in Sociology from Purdue University, where she graduated in 1982 "With Distinction." She continued her education at Northwestern University School of Law, where she was named a Wigmore Scholar and received a three year, full-tuition scholarship. Professor Wilson was also a member of the Board of Editors of the Journal of International Law and Business. She earned her juris doctor degree in 1985.


Richard Fries practices law in New York City and is a co-leader of the real estate group at Sidley Austin.  He is well-known throughout the New York and national legal, real estate and finance communities.  Richard focuses his practice on a wide array of complex real estate financing transactions, in which he represents leading national and global institutional lenders, investment banks and private equity firms.  Mr. Fries is particularly well-known for his work in high-profile distressed commercial loan workouts spanning all real estate asset classes.  He has developed a noteworthy practice at the crossroads of real estate finance and remedies, using litigation tools to restructure real estate loans and projects. 

In January 2018, Mr. Fries was awarded the New York State Bar Association Real Property Law Section’s Professionalism Award, its most significant honor, which recognizes lawyers who evidence the highest attributes of legal ability, achievement, civility and professionalism in the practice of law.

Mr. Fries has been recognized by Chambers USA in Band 1 each year from 2009 through 2018 in New York and in Band 1 nationally in 2013 (the year such rankings began) through 2017 (and in Band 2 in 2018) and named by Best Lawyers as its Real Estate Litigation Lawyer of the Year in New York City for 2019.  He is recommended in The Legal 500 United States for Real Estate, The International Who’s Who of Real Estate Lawyers, The Guide to the World’s Leading Lawyers and The Best Lawyers in America which also named Richard as its Litigation - Real Estate “Lawyer of the Year” in New York City in 2013.  In 2016, Mr. Fries was named to the inaugural edition of Who’s Who Legal: Thought Leaders 2017 as one of their top 10 best performing real estate lawyers worldwide.  In 2015, for the second consecutive year, Who’s Who Legal acknowledged Richard as one of the ten “Most Highly Regarded” real estate lawyers in North America.  He is a fellow of the American College of Real Estate Attorneys and the American College of Mortgage Attorneys.

Richard is a member of the Executive Committee of the Real Property Law Section of the New York State Bar Association.  He is co-chair of the Section’s Real Estate Finance Sub-Committee; he has co-chaired the Workouts and Bankruptcy Committee, the Legislation Committee and the Membership Committee.  Richard has lectured on a variety of important and timely topics for Practising Law Institute, the New York State Bar Association, the Mortgage Bankers Association and industry group programs on real estate finance, real estate workouts and remedies.

Richard has written extensively; his articles have been published regularly in the New York Law Journal (most recently in November 2017) and the Real Property Law Section’s Journal (most recently in the Spring and Summer 2018).  He has provided primers and road maps on loan workouts; he has analyzed New York’s “Rocket Docket” accelerated adjudication techniques; he has commented on controversial appellate decisions.  For Thomson Reuters’ Inside the Minds treatise on Distressed Real Estate, published in 2012, he wrote a chapter covering Distressed Real Estate Loan Dispute Resolution.  Over the past two years, he co-authored two articles on changes in real estate finance.

 


Ron Sernau is part of New York’s real estate industry inner circle and has more than 30 years of experience in real estate law. His clients, some of which have relied on his advice for decades, routinely involve him in their strategic decision making. Ron offers clients the insight he has gained by representing opposing interests in similar transactions. He has advised landlords and tenants, lenders and borrowers, purchasers and sellers, equity investors and developers, managers and owners, and brokers and principals.
Ron represents prominent New York City real estate developers in their investments in, and development of, premier properties. Various businesses, from large publicly traded companies to boutique investment firms, engage him to address their real estate concerns. He also provides general legal advice to luxury retailers, with a focus on real estate issues.
At Proskauer, Ron serves as the co-head of the Real Estate Department and co-chair of the Private Equity Real Estate practice.
An avid speaker on real estate topics, Ron has appeared before groups sponsored by the Association of the Bar of The City of New York, the New York Hospitality Council, Inc., the New York State Bar Association, the Georgetown Commercial Leasing Institute, CB Richard Ellis, Inc., the Association of Attorneys and Executives in Corporate Real Estate, Practising Law Institute, The Real Estate Board of New York, Inc. and the American College of Real Estate Lawyers.

 


Ross Z. Silver is a real estate partner resident in Fried Frank's New York office. He joined the Firm in 1987.

Mr. Silver has extensive experience with acquisitions and sales for single assets and portfolio transactions, leasing on behalf of landlords and tenants, financing, and joint ventures relating to all types of commercial properties, including office buildings, hotels, and mixed use properties.

Mr. Silver's representative clients include Highgate Hotels, MetLife, The Feil Organization, Goldman Sachs, Lehman Brothers Holdings, Blackstone Group, Square Mile Capital, Coach, Inc., JEMB Realty, The Landis Group, and Beacon Capital Partners.

Mr. Silver is consistently ranked by Chambers USA: America's Leading Lawyers for Business. He has also been consistently recognized by Legal 500 as a leading individual in Real Estate.

In 2014, Mr. Silver was selected by Law360 as a Real Estate MVP of the Year (one of only seven real estate lawyers in the country to be chosen for this honor).

Mr. Silver has been honored for his dedication to pro bono work, notably he has been recognized by the IDEAL School & Academy and by the Girl Scout Council of Greater New York.

Mr. Silver is a member of the Real Estate Board of New York and the Association of the Bar of the City of New York.  He is a frequent guest lecturer at Columbia Business School in the MBA Real Estate Program.

Mr. Silver received his JD, cum laude, from New York University School of Law in 1987, where he was a John Norton Pomeroy Scholar and was elected to the Order of the Coif.  He graduated, magna cum laude, in 1984 from the University of Pennsylvania, where he received his BS from the Wharton School of Finance and his BA from the College of Arts and Sciences.  Mr. Silver is admitted to the bar in New York and the District of Columbia.


Steven G. Horowitz serves as Chief Legal and Risk Officer at Open Space Institute, based in New York.  At OSI he focuses on land conservation, environmental mitigation, climate change and a wide range of resiliency activities.  He recently retired after many years as a partner of Cleary Gottlieb where he regularly represented U.S. and international commercial and investment banks, foreign and domestic institutional investors, property owners and corporations in their real estate matters. Transaction types encompassed all forms of joint ventures, mortgage finance and securitization, loan syndication, mortgage loan trading and subordinate debt, restructuring and real estate-related mergers and acquisitions.  In addition, he focused on credit tenant and portfolio leasing, workout and bankruptcy matters, investment entity formation and tax-oriented finance transactions, and investments in non-traditional property types such as resorts and hotels, Indian gaming casinos, mines, timber, utilities, sports fitness clubs, hospitals and nursing homes.

Steven repeatedly has been recognized by the business and legal press for his work on behalf of clients, including The Best Lawyers in America, which includes him in its 2018 edition, making Steven one of a small group to receive this honor for more than 15 consecutive years.  Prior to Law School, he worked as a housing and urban development planner in the New York City Department of City Planning.


Steven Klein is a partner in the New York office of Gibson, Dunn & Crutcher and is a member of the Firm's Real Estate Practice Group.  Mr. Klein's practice covers a broad range of real estate transactions, including acquisitions and dispositions, joint ventures, financings, leasing, construction and development, restructurings and recapitalizations.  He also has substantial experience in REIT offerings, REIT mergers and formation of investment funds.  He has advised clients on securitized funding agreements, permanent and mezzanine loan agreements, loan restructuring agreements, partnership and limited liability company agreements, private placement memoranda, property management agreements, retail and office leases and regional shopping centre agreements.  His clients include Goldman Sachs, Citigroup, DiamondRock Hospitality Company, AECOM Capital and Lehman Brothers. 

Chambers USA (2013) ranks Mr. Klein among the leading individuals practicing Real Estate Law in New York. He has also been included in Legal Media Group’s Expert Guide to the World’s Leading Real Estate Lawyers, The Best Lawyers in America, The Legal 500 and New York magazine’s "Best Lawyers.”

Mr.  Klein is an adjunct professor at the New York University Schack Institute of Real Estate, where he has taught courses on commercial leasing, commercial real estate transactions and real estate development and investment.  He is a member of the Real Estate Board of New York (REBNY), International Council of Shopping Centers (ICSC), and of the Advisory Board of Chicago Title Insurance Company. 

Prior to joining the Firm, Mr. Klein was Chair of the Real Estate department of Willkie Farr & Gallagher.  Mr. Klein received his Juris Doctor from Rutgers University School of Law in 1986.

Select Representative Transactions*

  • Lehman Brothers Holdings Inc.:  $956 million sale of North American Industrial Fund III portfolio to Blackstone Group LP and Prologis Inc.
  • AECOM Capital:  Joint venture with the Mack Family Office and Urban Partners LLC to acquire and develop five development sites located in the South Park district of Los Angeles.
  • Goldman Sachs:  $1.85 billion refinancing consisting of first mortgage and four mezzanine loan tiers secured by a portfolio of hotels located in Hawaii and San Francisco.
  • Goldman Sachs:  Acquisition and restructuring of a $180 million mortgage loan secured by the YOTEL New York hotel, and subsequent $200 million refinancing of YOTEL consisting of first mortgage and senior mezzanine loans.
  • Prominent NYC developer:  Restructuring of construction loan and mezzanine loan.
  • Real Estate fund:  Loan restructurings.
  • Team of Private Equity Funds:  Purchase of $1.1 billion of timeshare loans, consisting of both construction and acquisition loans.
  • Bloomberg L.P.:  Lease for 700,000 square-foot new world headquarters at the “Alexander’s Site” in New York City, and numerous other acquisitions and leases, nationally and internationally, including in California, New Jersey, Washington, D.C., London, Prague, San Paulo, Rome and Tokyo.
  • Leases and construction agreements on behalf of Apollo, Avenue Capital, Alix Partners, Bank of America, Citibank, Crain, Greenhill, Jones New York, JP Morgan, Lehman Brothers, Level 3, McKinsey & Company, Moelis, Pinebridge Capital, SAC and other corporate tenants.
  • Trinity Church: Redevelopment of 330 Hudson Street.
  • Sale-leaseback transaction with Disney and Wal-Mart.
  • Paramount: Acquisitions and financings of New York City office buildings.
  • Port Authority of NY and NJ:  Redevelopment of 42nd Street Bus Terminal.
  • DiamondRock Hospitality Company: Acquisitions and financings of several individual hotels and portfolios, including Westin Boston, Chicago Marriott and a 4-hotel portfolio from Blackstone.
  • CBL Properties, The Mills Corporation and Simon Property Group:  Acquisitions, joint ventures and financings with respect to regional mall centers and portfolios.
  • Land developer and home builder:  Loan restructurings.
  • Hospitality and residential developer:  Loan restructurings.
  • Private Company:  Acquisition of an office building in London.
  • Multifamily Company:  Restructuring of over $1 billion in CMBS debt, which encumbers a large portfolio of multifamily properties across the United States.
  • NorthStar Capital Partners LLC:  Joint ventures and financings with respect to retail portfolio in Puerto Rico, golf courses throughout the United States, and a mixed-use project in Manhattan.
  • Scout Real Estate Capital:  Acquisition, debt and equity financing and development of Wyndham Bermuda Resort & Spa, 6000 acres of waterfront land in Hawaii, and two Martha’s Vineyard hotels.
  • Praedium:  Acquisition of office properties.
  • Ventas:  Acquisition of 67 healthcare and seniors housing properties.
  • Lehman Brother Holdings Inc. (and various debtor and debtor affiliates):  Mezzanine construction financing of data center facility in Ashburn, Virginia; preferred equity investment in NYC residential condominium development; construction loan to develop luxury golf course in Texas; restructuring of residential condominium mortgage and mezzanine loans; restructuring of various debt and equity relationships with a major private developer and owner of an office building portfolio in the southeastern United States; marketing and potential sale of REO assets acquired by Lehman via foreclosure of otherwise; restructuring of loan facilities encumbering a portfolio of residential assets in Florida in which a Lehman affiliate is an equity investor.

*Representations occurred prior to Mr. Klein joining Gibson, Dunn & Crutcher. 


Greg Cross is a partner at Venable LLP and the chair of its Bankruptcy and Creditors' Rights Practice Group. Mr. Cross also leads Venable's Commercial Real Estate Servicing practice and is a member of Venable's management board.

During the past twenty years, Mr. Cross has established himself as a nationally recognized leader in his practice areas. Mr. Cross was the coordinating counsel for all secured lenders in the General Growth Properties case, counsel for the secured creditors in the Extended Stay Hotels case and senior lenders' counsel in the Stuyvesant Town litigation and restructuring. Other notable representations include: confirming one of the only successful bankruptcy restructurings of a financial services firm; representing the Governor and State of Maryland in a bankruptcy that threatened the Preakness Stakes; and restructuring the finances of Michael Jackson prior to his death. Mr. Cross was recognized by The American Lawyer in 2010 as a "Dealmaker of the Year" for his work in the GGP bankruptcy case, and under his leadership, the Bankruptcy Practice Group was recognized by Law360 in 2009 as one of the nation's top five bankruptcy practices.

Long before the recent economic downturn, Mr. Cross assembled a team of more than 30 lawyers who focus the majority of their time on commercial real estate workouts. For more than a decade now, Mr. Cross has advised some of the nation's largest special servicers of CMBS assets on all aspects of commercial real estate loan workouts and routinely develops training programs for these clients. He speaks frequently on workouts and bankruptcies involving commercial real estate and develops cutting edge approaches to structuring workouts.


William McInerney is Co-Chair of Cadwalader’s Corporate Finance Practice. His expertise is in real estate finance, mortgage banking, and debt restructurings. His clients include financial institutions and other investors in real estate and related transactions. His practice involves advising lenders and investors in all aspects of secured financings and he has a particular expertise in the sale of performing and non-performing commercial mortgage and mezzanine loans in the secondary market. Bill often counsels clients in restructuring problem loans and on servicing issues that arise in securitized debt. Recent transactions on which Bill has represented clients include the following:
 

  • Purchase of $1 billion in commercial mortgage loans from an institutional seller.
  • $650 million single asset securitization on a state-of-the-art "green" building.
  • $2 billion financing post-bankruptcy of a national hotel chain.
  • Restructuring of the $22 billion financing used in the acquisition of Hilton Hotels Corp.
  • Restructuring of $1 billion of debt for a national casino operator.


Other notable transactions are:

  • $650 million financing on a 55 property retail portfolio during the fourth quarter of 2009, one of the first single-borrower securitizations post-credit crisis.
  • $1.3 billion financing in connection with the acquisition of five Chicago office buildings that were a part of the original EOP portfolio.
  • $1.2 billion financing used for the acquisition of the Lord & Taylor department store chain.
  • $563 million financing in connection with the purchase of the World Trade Center complex in the summer of 2001 and the subsequent insurance litigation.


Each year since 2007 Bill has been named a “Leading Lawyer” in the area of Real Estate Finance by Chambers USA: America’s Leading Lawyers for Business. The Legal 500 also has annually recognized Bill as a leading real estate/capital markets practitioner. Bill co-authored the article “From Bankruptcy-Remote to Risk-Remote: Reframing the Single-Purpose Entity in the CMBS Finance” published in the New York Law Journal on August 23, 2010 as well as the article “Use of Mezzanine Debt in Commercial Mortgage Loans,” which was published in the New York Law Journal on September 20, 2004. Bill was a recent faculty member for the PLI seminar entitled "Negotiating Real Estate Deals 2011" in which he spoke on "Representing Lenders in a Changed Environment".

Bill received his J.D. from Fordham University School of Law and earned his B.A. from The Catholic University of America (summa cum laude, Phi Beta Kappa). Bill is admitted to practice in the States of New York and New Jersey, and in the District of Columbia.