With more than 90 attorneys worldwide, the Real Estate Group of Skadden, Arps represents, among others, developers, lenders, investment banks, pension funds, real estate investment trusts, domestic and foreign investors and major corporations in connection with real estate-related transactions. Our attorneys work on transactions involving the purchase, sale, construction, financing, development, management and operation of and investment in commercial, industrial and residential projects throughout the United States, Europe and Asia; the public and private offering of various types of real estate securities; securitized lending transactions; leasing on behalf of landlords and major tenants; real estate litigation; and restructurings on behalf of lenders and borrowers. Skadden was recognized as being one of the top tier firms in the area of real estate by Chambers USA: America’s Leading Lawyers for Business 2010 in its annual listing of the leading practices.

The Real Estate Group has real estate capacity in the firm’s offices in New York, Los Angeles, Chicago, Tokyo and Washington, D.C.

Sales and Acquisitions

Traditional real estate purchase and sale transactions are a significant part of Skadden’s real estate practice. Some examples of the firm’s work in this area include:

• the sale of the Woolworth Building (a New York City landmark);

• the acquisition of 1177 Avenue of the Americas in New York City;

• the acquisition of 575 Lexington Avenue in New York City;

• the acquisition of 99 Church Street in New York City and subsequent redevelopment of this former office property into a 5 star luxury hotel and condominium;

• the acquisition, financing and sale of the Harborside Financial Center, an approximately 1.8 million square foot office and retail complex in Jersey City, New Jersey;

• the conveyance of interests in the Library Tower and Gas Tower buildings in Los Angeles;

• the sale of the Chicago Mercantile Exchange;

• the acquisition of 140 Broadway in New York City;

• the sale of 666 Fifth Avenue in New York City;

• the sale of a 50 percent interest in 53 State Street, Boston, Massachusetts;

• the privatization of the World Trade Center;

• the purchase of four shopping centers in Puerto Rico;

• the purchase of 399 Park Avenue in New York City;

• the sale of 875 Third Avenue in New York City;

• the sale of 5 Times Square in New York City;

• the sale of 280 Park Avenue in New York City;

• the sale of a 45 percent interest in the McGraw-Hill Building in New York City;

• the acquisition and subsequent sale of 1370 Avenue of the Americas in New York City; and

• the sale of 450 Park Avenue in New York City.

We have also represented clients such as Apollo Real Estate, Apartment Investment and Management Company (AIMCO), Boston Properties, L.P. and Lehman Brothers Inc. in their acquisition and/or sale programs. In addition, we have worked on sale/leaseback transactions involving Salomon Smith Barney, The May Department Stores Company, Kmart Corporation, and The Tropicana Hotel and Casino in Atlantic City, New Jersey.

Joint Ventures

Skadden, Arps has advised numerous companies on various real estate joint ventures. For example, we have represented, among others:

• Apartment Investment and Management Company (AIMCO), a real estate investment trust, in its joint venture with the California State Teachers' Retirement System to form a $225 million fund to invest in student housing. Skadden also represented AIMCO in the joint venture's subsequent $7 million acquisition of a student housing property from the University of Pennsylvania;

• Apollo Real Estate in connection with a joint venture with The Related Companies for the development of the Time Warner Center;

• Bank of America in a joint venture with The Durst Organization in connection with the ownership and development of the Bank of America Tower at One Bryant Park;

• Boston Properties in a joint venture with The Related Companies for the development of an office building;

• Duke Energy Corporation in its approximately $1.4 billion sale of a 49 percent stake in Crescent Resources, LLC, a real estate management and development company, to Morgan Stanley Real Estate Fund V U.S. and its creation of a joint venture between Duke Energy Corporation and Morgan Stanley Real Estate Fund V U.S. (MSREF) with respect to Crescent;

• ING Real Estate Development in a joint venture with Forest City Ratner in connection with the development of The New York Times Building in New York City;

• Metro Fund LLC, a joint venture with Larry Silverstein in connection with the formation of the California State Teachers' Retirement System (CalSTRS) to acquire properties in New York City;

• Normandy Real Estate Partners in connection with joint ventures for real estate acquisitions;

• Publishing and Broadcasting Limited in the establishment of an approximately US$23 million joint venture, LVTI LLC, with IDM Properties, a real estate developer, and York Capital Management, an investment management firm, to develop, construct and operate Crown Las Vegas, a new casino resort;

• Reuters American Holdings in a joint venture with the Rudin Organization for the ownership and development of 3 Times Square;

• The Trump Group in connection with numerous joint ventures for real estate development projects; and

• Westbrook Partners in connection with numerous joint ventures for real estate acquisitions.

Lending and Securitization

The securitization of commercial mortgage loans is a substantial segment of Skadden’s real estate practice, and we regularly advise lenders and borrowers (including real estate investment trusts (REITs) and pension funds) in commercial mortgage securitizations. Our attorneys are also active in more traditional real estate loans (including construction loans), as well as interest rate swaps, letters of credit and convertible mortgages. The Real Estate Group has represented both borrowers and lenders, including transactions for Brown Brothers Harriman, J.P. Morgan Chase & Co., Citigroup, Credit Suisse First Boston, Deutsche Bank Securities, Fortress Investment Group, Kmart Corporation, Lehman Brothers Inc., Merrill Lynch Capital Markets, Morgan Stanley, The New York Board of Trade, Nomura Securities Co., Ltd., Reuters, Salomon Smith Barney, and Union Bank of Switzerland.

Leasing/Economic Development

Skadden has completed many large headquarter lease transactions and, in connection therewith, has negotiated economic development benefits with various governmental agencies for clients such as Prudential Securities Incorporated, Credit Suisse First Boston, Donaldson, Lufkin and Jenrette Securities Corporation, KMPG Peat Marwick LLP, Travelers Group Inc., Newsweek, Inc., Viacom Inc., The McGraw-Hill Companies, Brown Brothers Harriman, Reuters, Ernst & Young, New York Board of Trade and New York Life Insurance Company. In addition, the firm represented Nabisco Biscuit Company in negotiations to obtain State of Illinois and City of Chicago funding for a major expansion and renovation of what was already the world’s largest bakery.

In other recent transactions, Skadden acted on its own behalf in connection with the negotiation of our lease at 4 Times Square. It also represented Reuters America Holdings, Inc. in the leasing of 500,000 square feet at 3 Times Square by one of its affiliates and Ernst and Young in the leasing of over one million square feet at 5 Times Square.

The Real Estate Group also has represented Morgan Stanley, HMV Records and MBNA Bank in their national retail leasing programs, as well as several major landlords in connection with their leasing activities.

The Real Estate Group is very active in matters involving public and private funding for major transactions. Recent transactions have included the following:

• the purchase by the city and state of New York of Governors Island;

• the development of the New York Times headquarters building on land condemned by the state of New York;

• the planned development on the East River known as Queens West Development; and

• the development of new headquarters for the New York Stock Exchange on land being condemned by the state of New York.

Development Transactions

A primary focus of the firm’s real estate practice is the representation of national and regional real estate developers, investors and lenders in numerous development projects throughout the United States, including office buildings, shopping centers, hotels and luxury condominiums. Significant developer clients of the firm have included Boston Properties, Andre Balazs, Ian Schrager Hotels, Silverstein Properties and The Clarett Group. Recent development projects have included:

• the representation of Andre Balazs in four hotel renovation or construction projects in New York, Miami and Los Angeles;

• the representation of Reuters America Holdings in its formation of a joint venture with the Rudin Organization to develop 3 Times Square (an 850,000 square foot office tower to be built as part of the Times Square Redevelopment Project);

• the representation of The Clarett Group in numerous residential developments and other acquisitions in New York City, Los Angeles and Washington, D.C.;

• the development of the office building at 101 Sixth Avenue in Manhattan which is occupied by the Service Employees International Union Local 32B-J Pension Fund;

• the development of the office building at 395 Hudson Street in Manhattan by the United Brotherhood of Carpenters and Joiners of America Pension Fund;

• the development of the Time Warner Center on behalf of the Apollo Real Estate Investment Fund;

• the proposed development of a headquarters for the New York Stock Exchange on behalf of the city and state of New York;

• the Queens West Development for the city and state of New York;

• the development of a 900-unit rental apartment building and an 1,100-unit rental apartment building for Silverstein Properties on the city block between 11th and 12th avenues on 42nd Street;

• the representation of Ian Schrager in partnership with Northstar in various major hotel renovations in San Francisco, Miami, Los Angeles, New York and London; and

• the representation of Boston Properties in connection with a joint venture with The Related Companies for the development of a major office building in Midtown Manhattan.

We have worked on the development and financing of Mountain Spa in the Las Vegas valley area, a project which involved the development of a Ritz-Carlton resort hotel and spa, a casino, and a luxury residential community surrounding a championship 18-hole golf course.

REITs

The firm regularly advises on the public and private offerings of REITs. The Real Estate Group’s involvement with REITs has included over 40 initial public offerings for Merrill Lynch & Co., Inc., Salomon Smith Barney, Lehman Brothers Inc., Credit Suisse First Boston and Prudential Securities Incorporated, as well as many other debt and equity offerings for REITs. The firm also has represented AIMCO, Boston Properties, L.P. (both publicly traded), Fortress Investment Group and Westfield America, Inc.

Hotels

Skadden has an active practice in the hotel development and acquisition area. For example, the firm has acted as counsel to Ian Schrager’s growing hotel chain, and has represented Mr. Schrager in matters such as: the acquisition, refinancing, redevelopment and management of the Clift, Royalton, Paramount, Mondrian, Morgans and Delano Hotels; a joint venture to create a hotel chain in Europe; and a joint venture with Northstar Capital Partners to purchase and renovate the Henry Hudson Hotel in New York City.

In other recent hotel transactions, we represented:

• Aladdin Gaming in the debt and equity financing for the first phase of the $1.3 billion redevelopment of the Aladdin Hotel & Casino in Las Vegas, Nevada;

• affiliates of Lehman Brothers Inc. in the sale of the Grand Hyatt Hotel in Union Square, San Francisco;

• Fujita Corporation USA in the sale of the Sheraton Miramar Hotel in Santa Monica;

• the seller of the Embassy Suites Hotel in Chicago;

• the seller of the Carlyle Hotel in New York; and

• Raffles International Limited in the renegotiation of various management agreements affecting its Swissôtel chain.

Skadden also has represented Andre Balazs — the owner of the Chateau Marmont Hotel in Los Angeles, the Mercer in New York and The Standard Hotel chain.

Shopping Centers

Attorneys in Skadden’s Real Estate Group have handled the acquisition, development and/or sale of many regional shopping centers and other retail outlet sites. Representative transactions include the acquisition and development of Polo/Ralph Lauren Corporation’s “Polo” department store on Madison Avenue in New York City, and the acquisition and expansion of such major regional shopping centers as Garden State Plaza in Paramus, New Jersey; Valley Plaza Shopping Center in Bakersfield, California; McCreeless Mall in San Antonio; Sherman Oaks Fashion Square in Los Angeles; Regency Square in Jacksonville, Florida; and the Orlando Fashion Square. In addition, the firm has done significant work for Westfield America, Inc., the largest owner of regional malls in California.

Restructurings

The firm’s real estate attorneys also advise on restructurings and reorganizations, both inside and outside of bankruptcy, for lenders and borrowers alike. Clients in this area have included Lehman Brothers Inc., The Sumitomo Trust & Banking Co., Ltd., Cushman Realty Corporation, LaSalle Partners, Prudential Securities, J.P. Morgan Chase & Co. and Deutsche Bank. We have assisted in the restructuring or reorganization of projects such as Worldwide Plaza in New York City, Wilshire Courtyard in Los Angeles, and the Rodeo Collection in Beverly Hills. We have also represented clients such as Service Merchandise Company and Kmart Corporation in bankruptcy proceedings as part of a process to maximize the value of their real estate portfolios through the sale of lease designation rights and other dispositions and restructurings.

Investments By Non-U.S. Firms/Overseas Transactions

Another segment of Skadden’s real estate practice is the representation of non-U.S. firms investing in U.S. real estate, and the representation of U.S. firms investing in non-U.S. real estate. Sample transactions include our representation of Trusthouse Forte PLC (in connection with the sale-leaseback of the Hotel Plaza Athenee and the Westbury Hotel in New York City); Sunkyong America, Inc. (in connection with its acquisition and subsequent sale of 110 East 55th Street in Manhattan); and Mitsui & Co. (USA), Inc. (in connection with its acquisition of the company now known as MBK Real Estate Ltd.). The firm also represented Park Tower Realty in the acquisition and financing of the Paternoster Square development in London, and was involved in the purchase of an interest in the partnership that owns the MesseTurm in Frankfurt, Germany as well as the acquisition and redevelopment for Ian Schrager Hotels LLC of two hotels in London. The firm has represented Vivendi Universal Entertainment LLP in the development of a Universal Studios theme park in Shanghai, China.

Japan Practice

Our U.S.- and Japan-law qualified real estate attorneys in Tokyo have substantial experience in virtually all aspects of sophisticated real estate transactions in Japan, including structuring tax-efficient ownership and operations, cross border joint ventures, acquisitions of hard assets, acquisitions of distressed real estate companies, non-recourse loan and bond financings, mezzanine financing, sale-leaseback transactions and non-performing loan transactions. We have advised investment banks, equity investors and lenders in projects ranging from Class A Tokyo and Osaka CBD office buildings and office building portfolios, to hotel, retail, multi-family, golf course, industrial, and development and redevelopment properties throughout Japan. Representative clients include Shinsei Bank, Ltd., Morgan Stanley, Lehman Brothers, Inc., Deutsche Securities, Ltd. and Nomura Real Estate Co., Ltd.

For further information regarding Skadden’s real estate practice, please contact Wallace L. Schwartz at 212.735.2640.