Property Owner - Ownership Restructuring
We represented a property owner in connection with a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in ownership of limited liability companies, a mortgage refinancing and the option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.
International Investment Bank - Broker Dealer Formation
Representation of an international private investment bank regarding tax structuring, regulatory compliance and risk mitigation issues for their outsourcing and employee sharing arrangements related to registering a U.S. broker dealer subsidiary.
New York Yankees - Tax Efficient Program
Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.
Real Estate Management Company - Tax Protection Dispute
Representation of a real estate management company in defending against a multi-million dollar claim that it breached a tax protection agreement with a property owner that contributed an office building to the partnership. The property owner claimed that the tax protection agreement was triggered by the real estate company's merger with another company.
Real Estate Company - Massive Residential Portfolio Acquisition and Financing
Representation of a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes involving complex real estate, zoning, tax, insurance, litigation and corporate structuring issues. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.
Developer - Complicated Loan Acquisition
Representation of a major New York developer in its acquisition of a senior mezzanine loan and a junior mezzanine loan secured by pledges of the direct and indirect equity interests in the owner of a Manhattan commercial building. The transaction also involved negotiating an intercreditor agreement with the existing mortgage lender, amending the existing mortgage loan and mezzanine loans, and negotiating a related joint venture agreement.
Sleepy Hudson LLC - Complex Financing Arrangement
Representation of Sleepy Hudson LLC in a multi-million dollar financing arrangement with Links Capital Partners LLC. The financing arrangement included a residential loan on a portfolio of properties, owned by Sleepy Hudson's principals, in New York, Florida and Nevada. The transaction required complex tax and corporate structuring.
World-Wide Group - Acquisition/Financing/Lease
Representation of World-Wide Group in the acquisition and financing of 209-217 East 63rd Street in New York City from Manhattan Eye, Ear and Throat Hospital ("MEETH"). The hospital was subdivided into separate tax lots, and World Wide purchased the MEETH annex on 63rd Street and Third Avenue. The acquisition was financed by a $36 million mortgage loan from Helaba. Concurrent with the acquisition, we represented World Wide in a lease with The New York City School Construction Authority, which was then assigned to the Board of Education of the City of New York. The property will be developed by World-Wide as a temporary facility for the public schools that will be demolished and rebuilt by World-Wide in their ongoing project on 57th Street.
Euristates, Inc. - Romanian Investment
Representation of Euristates, Inc., the New York office of a French investment fund, in acquiring a majority stake in a Romanian investment company. This representation entailed performing due diligence on the assets of the Romanian company, and negotiating the transaction in Romania.
Life Insurance Company - Acquisition
Representation of one of the largest life insurers in the world in its $130 million acquisition of 28 CVS drug stores in connection with 1031 exchanges.
Nathan Berman/Downtown Holdings LLC - 67 Wall Street
Representation of a joint venture between Nathan Berman and Downtown Holdings LLC in its purchase of 67 Wall Street and a $50 million loan from Corus Bank. We also represented the joint venture in obtaining historic tax credits allocable to 67 Wall Street by entering into a Historic Tax Credit Pass Through Agreement with Chevron TCI Inc. and, among other things, a related master lease and a master sublease.