Real Estate

Skadden’s Real Estate Group advises clients on the full array of complex
issues throughout the industry. We represent a wide variety of clientsaround the world, including developers, lenders, investment banks, pension
funds, sovereign wealth funds, real estate investment trusts (REITs), private
equity funds, investors, major corporations, high-net-worth individuals
and family offices. Our representations include lending transactions; jointventures; leasing on behalf of landlords and tenants; real estate workouts
and restructurings (in and out of bankruptcy); the development, acquisitionand disposition of office buildings, hotels, multifamily buildings, datacenters, casinos, resorts and shopping centers; fund formations, publicprivate partnerships for large-scale mixed-use developments, and public
and private offerings of various types of real estate securities and REITs.

We are frequently recognized as a top firm in the area of real estate,including by Chambers USA: America’s Leading Lawyers for Business,
IFLR1000, The Legal 500 U.S. and Best Lawyers Best Law Firms intheir annual listings of the leading practices. Skadden was ranked
first in The Real Deal’s 2024 Top Real Estate Law Firms in New York
City and named among Law360’s Real Estate Groups of the Yearfor 2022 and the top 10 firms in the Commercial Property Executive-Multi-Housing News’ 2020 list of leading national real estatepractices. Additionally, our attorneys have been recognized among
New York Law Journal’s 2022 Dealmakers of the Year, Lawdragon’s
2022 Leading Dealmakers in America, Crain’s New York Business’
2021 Notable Women in Law and 2020 Rising Stars, Law360’s RealEstate MVPs 2021 and 2020, Law360’s Real Estate Rising Stars 2021
and GlobeSt. Real Estate Forum’s Women of Influence 2021 Diversity
Champions and 2020 Women of Influence.
Global Reach

Working with Skadden’s global network of 50-plus practices, we adviseon transactions around the world involving the purchase, sale, construction, financing, development, leasing, management, operation andinvestment in office, multifamily, industrial, logistics and data centers,retail, lodging and gaming projects. These matters include representing
lenders, developers, investors and private equity funds in real estatetransactions in Asia and Europe totaling billions of U.S. dollars. We
have substantial experience in the acquisition, development, operationand disposition of real estate-related assets, equity interests and debt,including nonperforming loans. We represent sovereign wealth funds,
foreign corporations and high-net-worth individuals and family offices
in real estate-related transactions worldwide. These representations haveincluded, among others, the acquisition, development and financing ofthe Barangaroo International Towers in Sydney, Australia, the Marina
Bay Casino and Resort in Singapore and 123-151 Buckingham Palace
Road office and retail complex in London and the sale of the Tiffany
Building in the Ginza District of Tokyo.
Private Equity and Real Estate Funds

We have represented numerous sponsors, managers, investmentgroups and real estate holding companies in connection with thestructuring, formation and operation of U.S. and international realestate funds investing throughout the United States, as well as inAsia, Europe, the Middle East and South America. Our experience
includes advising on fund formations, acquisitions, financings anddispositions (including cross-border workouts and restructurings) offund assets and portfolio companies, as well as mergers and acquisitions among funds. Clients have included Fortress Investment GroupLLC, Granite Capital, TPG Capital, Formation Capital, Dune Real
Estate and Dividend Capital. Skadden is one of only a handful offirms with a presence in London that is able to provide a combined
European and U.S. private equity real estate practice. Our global
reach, coupled with our access to regional and local experience andcutting-edge market intelligence, enables us to facilitate transactions
on behalf of investors and private equity funds across the world.

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REITs

Sales and Acquisitions

Skadden’s real estate attorneys work with an interdisciplinary teamof tax, M&A and capital markets attorneys throughout the firm thatadvises REIT clients and their sponsors, underwriters, managers,
boards of directors and special committees in some of their mostimportant and innovative transactions, including a number of “firstof-their-kind” matters. Our REIT practice has been recognized innumerous rankings and publications nationwide.

Traditional real estate purchase and sale transactions are a significant part of Skadden’s real estate practice. In this area, we haverepresented clients in some of their most noteworthy deals, including
Boston Properties, Google LLC, the estate of Leona M. Helmsley andSilverstein Properties in their acquisition and sale programs.

We have represented every type of REIT, including equity, hybrid,special-purpose, and public and private, as well as funds that invest
in REITs, on a broad range of legal matters and transactions affecting REITs, including UPREITs, DownREITs, roll-ups and multiple
REIT structures. Skadden’s REIT clients span the entire industry,including apartments, office buildings, shopping centers, cell phone
towers, health care facilities, medical office buildings, hotels,industrial properties, data centers, manufactured home communities, prisons, storage, timber and warehouses, as well as REITs thatspecialize in mortgages, mortgage-backed securities, mezzanine
loans and other financing structures. We advise numerous clientsin connection with the restructuring and monetization of their realestate assets through opco/propco and sale/leaseback transactions
involving the transfer of real property ownership to REITs. Our realestate practice has been particularly active in advising health care,logistics and data center REITs. Our attorneys have led numerous
international REIT transactions, including complex joint ventures
between U.S. REITs and non-U.S.-based real estate investors, major
investments by U.S. REITs abroad and complicated formations ofprivate U.S. REITs to facilitate real estate investments by institutions
based outside the United States.

Commercial real estate finance comprises a substantial segment of
Skadden’s real estate practice. We regularly advise borrowers andlenders on a broad range of real estate financing transactions thatcovers all classes of real estate assets. These matters have involved
syndicated loan facilities, construction loans, mezzanine loans, noteon-note financings, preferred equity investments, letters of credit
and other credit enhancement devices, ground lease transactions,high-yield securities offerings, leveraged buyouts, and other acquisition financing arrangements and leverage lease financings. We also
advise clients on the purchase and sale of debt instruments.

Joint Ventures

We regularly represent clients in structuring and negotiating jointventure transactions with other parties, with our experience focusing
both on behalf of operating partners and developers as well as onbehalf of financial partners. Given our experience in cross-bordertransactions and inbound investments from foreign investors, wework with Skadden’s Tax Group to properly structure partnerships
and other ventures, including the formation of private domestic
REITs in order to facilitate real estate investments by institutions
based outside the United States. Our joint venture experiencefrequently dovetails with our work on development projects andborrower-side financing transactions. Representative clients forwhich we have provided advice on joint ventures include Toll Brothers, various sovereign wealth funds and Silverstein Properties.

Lending and Finance

Development Transactions

A significant focus of the firm’s real estate practice involves therepresentation of national and regional real estate developers,
investors and lenders in development projects throughout the UnitedStates, including office buildings, multifamily buildings, shopping
centers, art institutions, hotels and luxury condominiums.
We have represented clients such as Silverstein Properties inconnection with the redevelopment of Towers 2, 3, 4 and 7 at theWorld Trade Center; the development of the Silver Towers Residential complex and the development of the Four Seasons New
York Hotel and Private Residences at 30 Park Place and the Four
Seasons Resort Orlando at Walt Disney World; Felcor Lodging Trustin connection with the development of the Knickerbocker Hotelin Times Square; The Shed in connection with the development ofa state-of-the-art exhibition, arts, cultural and performance venue
at New York’s Hudson Yards; Mercedes-Benz Manhattan Inc. inconnection with its 350,000 square foot “build to suit” showroom
and service center on Manhattan’s west side; Two Trees Management in connection with multiple New York City-based development
projects; Google LLC in connection with the $2.1 billion redevelopment of the historic St. John’s Terminal in New York into a worldclass “groundscraper”; and MSD Partners in connection with thedevelopment of the Four Seasons Resort and Residences at theNaples Beach Club.

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Leasing/Economic Incentives

Hospitality and Gaming

Skadden has extensive experience working on lease transactionsof large headquarters for clients such as Bank of America, CreditSuisse, the National Hockey League, McGraw-Hill Companies,
Prudential Securities, New York Presbyterian Hospital, Google,
Accenture and Sony Corporation of America. Many of our tenant
representations include advising in connection with obtaining
economic development benefits from various governmental agencies as incentives for leasing space. On the landlord side, we haverepresented Boston Properties, Silverstein Properties, Brookfield
Property Partners and Tishman Speyer Properties, among others.

With respect to hotel and gaming transactions, Skadden’s Real
Estate Group has represented, among others, Las Vegas Sands
Corporation, MSD Partners, The Estate of Leona M. Helmsley,Wynn Resorts, PCI Gaming, Strategic Hotels & Resorts and Silverstein Properties in a variety of acquisition, development, sale, joint
venture and financing transactions. Representative hotel and gamingtransactions include a sovereign wealth fund in connection with
its acquisition of the St. Regis Hotel in New York City, Las Vegas
Sands in the sale of the Venetian and Palazzo integrated resorts,
MSD Partners in connection with the financing of the Four Seasons
Wailea Resort and the Four Seasons Hualalai and the acquisition,development and financing of the Four Seasons Resort and Residences at the Naples Beach Club.

Workouts and Restructurings

Skadden advises borrowers and lenders in mortgage and mezzanine
loan foreclosure and enforcement actions, as well as workouts andrestructurings of secured loans and credit facilities for real estate
single-asset and/or operating companies, asset dispositions andrecapitalizations and take-private transactions. With the combined
depth of our real estate and corporate restructuring practices, ourattorneys understand the unique circumstances of both in-court andout-of-court situations and have significant experience involving arange of distressed residential, commercial and mixed-use projects. We
represented the syndicate of senior lenders, as well as the administrative
agent, under a $1.8 billion senior loan restructuring involving the American Dream Mall in Bergen County, New Jersey, in addition to representing a client in connection with the foreclosure and restructuring of
the capital stack for 125 Greenwich Street, a distressed luxury condominium development project in lower Manhattan. We also have handled
other large-scale distressed asset transactions, including representing
the administrative agent in the foreclosure, development and dispositionof the Cosmopolitan of Las Vegas and the special services in the UCC
foreclosure of the equity in the John Hancock Tower in Boston.

Senior Living

Skadden’s Real Estate Group has been especially active in thesenior living, skilled nursing and assisted living industries, representing owner, operators and owner/operators together with ourcorporate practice and outside regulatory specialists in connection
with a variety of transactions. In this space, we represented Genesis
HealthCare in connection with its $2.4 billion sale of assisted livingand skilled nursing facilities to Health Care REIT; IASIS Healthcare in its $283 million sale of three acute care hospitals to MedicalProperties Trust; Chartwell Retirement Residences in over $2 billionof acquisition, dispositions and financings of senior housing properties; and Emeritus Corporation in the $1.7 billion sale and leasebackof 133 senior housing communities to HCP, Inc. Additionally, we
have represented Senior Resource Group in connection with joint
ventures for the development of senior living facilities around theUnited States.

Public-Private Partnerships and Infrastructure

Data Centers

Skadden is a frequent adviser to various governmental economic
development agencies in connection with large scale mixed-use
urban developments. Our experience includes representing New YorkState Urban Development Corporation (d/b/a Empire State Development) in the $4.9 billion Atlantic Yards Land Use Improvement
and Civic Project (the largest-ever land use improvement and civic
project in Brooklyn, New York) and the redevelopment of the James
A. Farley Post Office in Manhattan into the new Moynihan Train
Station, as well as representing The Port Authority of New Yorkand New Jersey in connection with the redevelopment of two major
passenger terminals at John F. Kennedy International Airport. We are
currently representing Empire State Development and the Metropolitan Transit Authority in connection with the redevelopment of New
York City’s Penn Station and the surrounding Penn District.

Skadden represents owners, operators and tenants in connection withdata center-related transactions. Our experience includes advisingSentinel Data Centers in the disposition of various data center portfolios and representing SDC Capital Partners in connection with theacquisition, development, net leasing and financing of data centersin the United States and Europe. We also have advised tenants inconnection with the net leasing of data centers and other owners ofdata center facilities in connection with financing transactions.

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Tax-Related Transactions

Skadden’s Real Estate Group represents a number of clients intax-sensitive or tax-driven transactions. For example, we have represented clients in connection with several significant financings using
tax-exempt Liberty Bonds and HFA-sponsored bonds, including
Bank of America in connection with the development, financing andheadquarters lease at One Bryant Park and Silverstein Properties inconnection with the development and financing of 7 World Trade
Center, 3 World Trade Center and 4 World Trade Center in unique
CMBS-style tax exempt financings credit-enhanced by certain
public sector entities. We also have represented clients in forming
real estate investment funds that specifically target opportunityzone investments (such as representing Silverstein Properties in theformation of an opportunity zone fund with Cantor Fitzgerald) andin acquiring assets located in opportunity zones. Another significant
area regularly covered by the Real Estate Group is the structuring
and coordination of like-kind exchange transactions. Among others
representations, we advised Boston Properties in connection with its
acquisition of 399 Park Avenue and the reverse like-kind exchangewith 875 Third Avenue and multiple other assets in New York andWashington D.C.

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