Real Estate

Our real estate practitioners have played an essential role in some of the most sophisticated and complex real estate transactions in the United States and abroad.  With skilled teams of attorneys located in all of our offices, Hughes Hubbard is well-equipped and extensively involved in a variety of real estate dealings throughout the United States, Europe (predominantly France), South America, the Middle East, Canada, the Caribbean and the Pacific Basin.  Regardless of location, our clients receive thorough legal advice from top-notch real estate attorneys of the highest quality who employ innovation, knowledge and experience to conduct efficient negotiations and effective structuring of transactions to deliver positive results.

Our attorneys are deal-oriented experts who embrace all facets of real estate. Representing lenders, borrowers, property owners, real estate developers, debt and equity investors, retailers, tenants and brokers.  We are conversant with current marketplace standards and have requisite industry knowledge in most if not all market sectors.  Our broad range of transactional experience includes:

• development
• financing, multi-state and multi-party lending, workouts and restructuring
• construction
• foreign investments
• hotel and resort development, operation and disposition
• leasing for office and industrial buildings, shopping centers and retail parks
• portfolio purchases and sales
• partnerships and joint ventures
• public/private partnerships

Exhibiting not only outstanding legal expertise, our attorneys also employ professional intuition and knowledge to create successful strategies for maximizing client benefits. Some recent examples are:

Purchase/Sale/Development

• We represent Tasmania Holdings Limited, an entity controlled by the private equity arm of the Crown Prince of Dubai, in connection with the U.S. aspects of its acquisition from Charterhouse General Partners of Madame Tussauds wax museums in New York, Las Vegas, London, Amsterdam and Hong Kong.  The aggregate transaction value was approximately $1.5 billion and also involving taking control of theme parks in Britain, Germany as well as London.
• We represent a private-equity fund which, together with its joint-venture partners, prepared a bid for the acquisition of an international chain of family-oriented theme parks.
• We represented and continue to represent a major South Florida developer in the creation of a joint venture between it and a major, international institutional investor, which joint venture will acquire and develop 100 acres of land into a new town center in Miami-Dade County.
• We conducted successful negotiations of a public/private venture for the Los Angeles Dodgers that resulted in the sale of its Dodgertown baseball and conference facilities in Vero Beach, Florida, to Indian River County and the leaseback of the facilities from the County.
• We were also among the first law firms to represent local governments in private sector partnerships involving developments on government-owned real estate, including such well-known projects as The Bayside Project in Miami, developed by The Rouse Company, and The Mizner Park Project in Boca Raton, developed by the Crocker Organization.
• We handled real estate aspects of the sale of assets of U.S. affiliates of Laporte PLC, which affiliates were engaged in the manufacture and sale of specialty chemicals.
• We represented Pacific Northstar Property Group, LLC in connection with the acquisition and financing of six multi-family condominium projects in the Los Angeles Metropolitan Area, and construction of improvements thereon for affiliates of a New Zealand real estate development and management company.
• We represented an affiliate of a French chemical company in its acquisition of industrial property in East Los Angeles, California, and in Longview, Washington.
• We represented an affiliate of a Japanese trading company in the negotiation and documentation of the disposition of commercial property and acquisition of commercial property in tax-deferred reverse exchange, involving leases of office space in Ohio, New York, and California.

Hotel

• We represented Loews Hotels in the negotiation of a management contract pursuant to which Loews operates and manages the historic Don CeSar Beach Resort, a Loews Hotel, and the Beach House Suites by Don CeSar (collectively, the "Don CeSar") in St. Pete Beach, Florida.  More recently, we represented Loews Hotels in its acquisition of an interest in the partnership that owns the Don CeSar, which includes subsidiaries of CIGNA. 
• We represented Loews Hotels in the development of the Loews Miami Beach Hotel, including purchase of the fee interest from the ground lessor, the City of Miami Beach, and construction agreements for building of the hotel.
• We represented Hilton International, Co. in the international development of co-branded, all-inclusive Caribbean resorts known as Coral by Hilton All-Inclusive Resorts.
• We represented Loews Hotels in the acquisition of the Loews Miami Beach Hotel and in the $150 million refinance of the mortgage loan thereon, provided by an affiliate of Deutsche Bank.

Lending

• We represented Loews Hotels and UCF Hotel Venture (a partnership consisting of Loews Hotels, the Rank Group, and NBC Universal) in the $450 million refinance of the mortgage loan on the portfolio of hotels known as the Portofino Bay Hotel at Universal Orlando, a Loews Hotel, the Royal Pacific Resort at Universal Orlando, a Loews Hotel, and the Hard Rock Hotel at Universal Orlando, located in Orlando, Florida.
• We represented MatlinPatterson Global Opportunities Partners II, an investment fund directed at distressed companies, as real estate counsel.  MatlinPatterson provided debtor-in-possession (DIP) loans to Ormet and was the plan sponsor for Ormet's plan of reorganization.  This financing was part of a coordinated exit financing with the subordinate lenders which refinanced $150,000,000 of loans secured by second mortgages on these properties.   The mortgages involved seven properties in three States.
• We represented various Southern California commercial developers/operators in the acquisition and repositioning of regional and community shopping centers in complex transactions involving securitized mortgage debt financing, joint venture equity financing, negotiation of long term anchor tenant leases and modification of reciprocal easement and operating agreements.
• We represented Barclays Bank PLC in its purchase of a 2/3 participation interest in an $80,000,000 construction and development loan from Marriott Finance to develop a Ritz-Carlton/Jack Nicklaus Golf Community in Jupiter, Florida.
• We represented Anglo Irish Bank through a London firm (Arnold Davies Cooper), in connection with property acquisition secured by US partnership interests.

Retail

• We have represented Nautica in connection with over 100 retail store transactions throughout the United States.
• We have represented and continue to represent affiliates of The Arba Group Inc., a prominent Southern California real estate development and property management company in several multi-million dollar transactions, including the acquisition of regional shopping centers, the acquisition of several in-line retail properties in Beverly Hills and the refinancing of a regional shopping center in North Hollywood.  We also represented affiliates of The Arba Group in the partial redemption of an investor’s limited liability company ownership interest in a shopping center in Southern California and the formation of a joint venture with an affiliate of Kimco Realty Corporation to acquire a preferred equity interest in the entity which owns the shopping center.
• We have represented and continue to represent affiliates of The Festival Companies in the development and redevelopment of regional shopping centers in Southern California. We also represented Cherokee Festival Holdings, LLC, a joint venture of an affiliate of Cherokee Environmental Realty Advisors and an affiliate of Festival, in the acquisition and either disposition or redevelopment of over seventy former gasoline service station sites throughout the West and Midwest.
• We provide real estate counsel to Under Armour Performance Apparel Co. in connection with its foray into the proprietary retail apparel business.  The company, one of the leading makers of performance athletic wear, is the official supplier of Major League Baseball and the National Hockey League. 
• We represented John Varvatos, a subsidiary of Nautica, in connection with negotiation of a number of retail leases in upscale shopping centers and other prime locations, including Soho, New York; Short Hills, New Jersey; West Hollywood, California  and Las Vegas.
• We represented Earl Jean, a subsidiary of Nautica, in connection with negotiation of flagship retail leases in Soho, New York and South Beach, Florida.
• We represented the owner of three prestigious properties occupied by Barney’s retail stores, containing approximately 500,000 square feet of premier retail properties and located in the most exclusive shopping districts in the country (New York City’s Madison Avenue, Chicago’s Magnificent Mile and Beverly Hills’ Golden Triangle), in a $170 million sale transaction, involving condominium, fee and long-term leasehold interests and a complex ownership structure.
• Our Paris office represents a number of clients, including the largest self-storage company in North America, a prominent British chain of fitness centers and several international fast-food chains, in their expansion into retail facilities as well as Shurgard Storage throughout France.  We have provided representation to several major companies in the pharmaceutical and automotive industries in connection with the development and construction of new headquarters and manufacturing facilities in Europe.      

Construction

• We represented the Mitalco division of Mitsui in connection with development of a natural gas power plant with Alcoa, YKK and Sempra Energy.
• We represent Civil & Marine, a U.K.-based shipping and manufacturing company in its purchase, development and construction of a granulate blast furnace slag processing plant at Port Canaveral, Florida.
• We represent Lehr Construction Corp., one of New York’s largest general contractors, in connection with contracts for several of the most significant interior construction projects in New York City.
• We represented Civil and Marine Inc., the U.S. subsidiary of U.K.’s largest supplier of granulated blast furnace slag with respect to site development and negotiation of EPC contract for a granulated blast furnace slag  grinding processing plant in Florida.

Industrial

• We represented Takasago Chemical in negotiation for EPC contract with Raytheon Construction in University Park, Illinois in connection with development of state-of-the-art fragrance and aroma factory.
• We represented Nautica Enterprises, Inc. with respect to site  development, various engineering contracts, material handling equipment contracts and design-build contract for development of 525,000 square foot state-of-the-art distribution center in Virginia.  Project involved  negotiation with state and local agencies and numerous grant and project infrastructure agreements.
• We represented Berkshire Corporation in connection with design-build contract for “clean room” clothing uniforms processing facility.
• We represented owner of Hutchison Island Site Development in preparation and negotiation of a contract for site construction (providing, among other services, clearing, de-mucking, excavation, grading, and utility installation) with a Sitework Contractor selected by Owner on real property owned by Owner on Hutchison Island, Florida.

Commercial

• We represented Flushing Savings Bank in connection with preparation of master construction contract for the development of bank branches throughout the New York metropolitan area
• Numerous representations for Lehr Construction Corp. for the following projects:
• Ernst &Young: Development of a 1.2 million square foot space for Ernst & Young in Times Square at 5 Times Square, New York.
• Skadden Arps:  Design and construction of interior improvements affecting 682,000 square feet of retail and office space at 4 Times Square, New York.
• Trump Building:  Redevelopment of core and infrastructure for floors 19-22 at 40 Wall Street, New York.
• Ford Motor Company, Inc.:  Interior renovation at One Rockefeller Plaza, New York.
• Packer Collegiate Institute:  Base building construction of a new middle school facility located at 170 Joralemon Street, Brooklyn, New York.
• Darby & Darby P.C.:  Construction Agreement for the renovation of its offices at 7 World Trade Center, New York, NY.
• Cadwalader, Wickersham & Taft LLP:  Construction Agreement for offices at 1 World Financial Center, New York, NY.
• We represented Metropolitan Life Insurance Co. in connection with preparation of master engineering and architectural services contracts for various construction projects.
• We represented Loews Hotels in the development of an 800-room convention center hotel in Miami Beach, Florida, the Loews Miami Beach Hotel.
• We represented Bernsohn & Fetner in connection with preparation of master construction agreements.
• We represented Armando Codina/Benenson/Tisch Interests in a joint venture in connection with the development of several mixed-use industrial office center/retail business parks, including the $200+ million Beacon Center near Miami International Airport
• We represented SouthCOM (State of Florida Department of Management Services) as Owner in preparation and negotiation of, among other pertinent documents, a Development Agreement whereby a State-selected private developer will construct on State property a Class A or better facility and site amenities to be leased to the Department of Defense's Southern Command (SouthCOM) satisfying requirements of the State and of the General Services Administration that will contain approximately 600,000 square feet with an estimated construction cost of $450,000,000.00.
• 355 Alhambra Office Tower -  Represented Owner in preparation and negotiation of, among other pertinent documents, a Development Agreement, whereby an affiliate of Owner constructed on real property owned by Owner a 16 story Office Tower containing approximately 224,241 rentable square feet of Class A office space located at 355 Alhambra Circle, Coral Gables, Florida.
• We represented Prospect Company, an affiliate of Travelers Insurance Company, in the development and construction of the 24-story Dadeland Marriott Hotel containing 300 guest rooms located in South Miami, Florida.
• We represented developer, Loews Hotels in negotiations with the City of Miami Beach for the joint public/private development and total renovation of a historic Hotel on property owned by the City of Miami Beach located in the Art Deco district of South Beach, Miami, Florida containing 790 guest rooms and various luxury amenities.
• We represented Universal Studios and Rank Organization as joint ventures in preparation and negotiation of, among other pertinent documents, Development Agreements, whereby an affiliate of Owner developed and constructed three themed Hotels in the Universal Studios complex in Orlando, Florida: the Portfino Bay Hotel at Universal Orlando, containing 750 guest rooms, suites, and luxury amenities; the Hard Rock Hotel at Universal Orlando, containing 650 deluxe guest rooms, suites, club rooms, and luxury amenities; and the Royal Pacific Resort at Universal Orlando, containing 1000 guest rooms and luxury amenities.

Retail

• We represented of Nautica Enterprises, Inc. in connection with over 100 retail construction projects, architectural and construction contracts.
• We represented of Earl Jeans Inc. in connection with numerous retail construction projects. 
• We represented of John Varvatos Company in connection with numerous retail construction projects.

Residential

• The Hopkins Development Companies: Representation of developer in the drafting and modification of “standardized” forms of architectural and engineering agreements and construction contracts to be used in connection with the construction of community shopping centers in Southern California.
• Luxury Condominium Project - Represented Owner in resolution of numerous close-out issues arising from construction of a 7-story luxury condominium complex and parking deck located in Winter Park, Florida including, without limitation, monitoring resolution of improper window and flashing installation, correction of waterproofing problems, testing and certification, and negotiation of existing performance and new maintenance bonds.
• Palm Beach County Convention Center Complex -  Represented Owner (Palm Beach County) in preparation and negotiation of, among other pertinent documents, a Development Agreement whereby a pre-selected private developer will construct a mixed-use facility containing a luxury Hotel, a luxury Condominium, a parking Garage, common facilities, and significant site amenities adjacent to the exisiting Palm Beach County Convention Center in West Palm Beach, Florida.
• Town Center Multi-Use Development -  Represented Owner in preparation and negotiation of, among other pertinent documents, a Development Agreement whereby an affiliate of Owner will construct on real property owned by Owner a 100 acre 'Town Center' multi-use complex containing Condominiums, upscale Retail spaces,  Multi-Family apartment rental units, and Office buildings.
  

International

• We represented KFH/Citigroup Fund, a $120,000,000 equity investment fund, investing at a 3/1 debt/equity ratio, which purchased approximately $500,000,000 of multifamily rental apartment projects throughout the United States.
• We represented and continue to represent 1111 Brickell Office LLC (a subsidiary of Testa Inmuebles en Renta, SA. and an affiliate of the SACYR group in Spain) in the purchase and leasing of a Class A office building in downtown Miami containing approximately 522,000 rentable square feet.
• We have represented and continue to represent an offshore investment fund and Citibank, N.A. as real estate investment advisor in the formation of a U.S. $100 million vehicle to invest in U.S. real estate and the creation and closing of real estate investment joint ventures with various operating partners.
• We represented a Kuwaiti Bank in the acquisition and disposition of unimproved residential property near Sacramento, California.
• We represented a Japanese food products company in the sale of industrial properties in Arkansas, Kansas and California, leases of industrial/commercial property in New York and California and lease of headquarters premises in Illinois.
• We represented the Kuwait Finance House in the formation of an off-shore fund and continue to represent the fund in the acquisition of multi-family projects throughout the United States.

Above all, we are a service-oriented practice extremely responsive to our clients’ needs and known for our dealmaking abilities.  While we are highly imaginative in developing and implementing solutions to legal problems, our attorneys recognize that the practice of law is, first and foremost, a service business that requires extensive knowledge and outstanding legal skills.  Each member of our team understands that, to be effective, the “right” answer must be delivered in a timely fashion.  To insure our efficiency and thoroughness, we work closely with attorneys from Hughes Hubbard’s other practice areas, such as securities, banking, tax, litigation, bankruptcy and creditors’ rights, environmental and franchising to successfully implement transactions with the highest level of creativity, depth, quality and service.