U.S. REAL ESTATE & REAL ESTATE FUNDS DECEMBER 2021 - Clifford ...
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U.S. REAL ESTATE & REAL ESTATE FUNDS DECEMBER 2021
STRATEGIC REAL ESTATE INVESTMENT
IN THE UNITED STATES
Our U.S. real estate investment
Real Estate
team has leading expertise in Real Estate
Funds
guiding domestic and
international investors through
the key issues of the U.S. real Strategic Investments
& Joint Ventures
estate market. Commercial Real Estate
Mortgage Financing
Our team brings together a cross-section of & Securitizations
lawyers from our real estate, private funds,
regulatory, finance, investment management,
U.S. REAL ESTATE
corporate and tax practices who have worked
together for many years on some of the most INVESTMENT
Real Estate
complex and innovative transactions in the U.S. Capital Markets PRACTICE
With our fully integrated offering, we can provide Tax
our clients with a seamless and coordinated
approach on any type of real estate or real
estate related transaction.
“Clifford Chance is a powerhouse in Real
Estate Regulatory
the real estate investment space.”
Financing & Compliance
The Legal 500 U.S. 2021: Real Estate Real Estate Mergers
& Acquisitions
“‘This practice is one of the few in
the world that can pivot seamlessly
across multiple continents with
precision and speed.’”
The Legal 500 U.S. 2021: Private Equity Funds
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 2
OUR GLOBAL FUNDS & INVESTMENT MANAGEMENT PRACTICE
• A highly skilled and experienced global team covering the full range of funds, including
private equity funds, real estate, debt and infrastructure funds and hedge funds. Our clients
include the world's leading asset management companies, alternative investment managers,
private equity firms, insurance companies, pension funds and private banking businesses. They
range in size from household names with a five-continent footprint to start-up or spin-off funds. Ranked as one of the TOP FOUR
investment funds practices in the world by
• Our U.S. team has particular experience advising on real estate funds, credit funds,
Chambers Global 2021
secondaries funds, secondaries transactions and GP stakes transactions. We advise
clients throughout the full fund life cycle, including fund establishment, structuring and marketing “A longstanding fund formation
as well as ongoing operational issues, carry planning, "top-tier" arrangements, secondary and practice known for its cross-border
restructuring transactions. strengths and extensive expertise
in private equity, debt and
• We also represent investors in more than 500 private fund investments every year, infrastructure fund matters.”
including in pension funds, insurance companies, funds-of-funds and many sovereign wealth and
Chambers Global 2021: Investment Funds
other funds. By virtue of representing fund investors, we have unparalleled access to the latest
terms and fund documentation of all leading fund sponsors.
• We are one of the very few firms that offer a dedicated investment funds regulatory practice.
We regularly advise U.S. and international fund managers on SEC registration and/or reporting
requirements, ongoing regulatory compliance, fund marketing, performance disclosure and other
matters related to their advisory operations.
Ranked as one of the
• We are a truly global practice with minimal needs to outsource work to other law firms. We are top U.S. private funds practices
unique in being able to offer our clients fund formation teams based in Europe, the Americas, by The Legal 500 U.S. 2021
Asia Pacific and the Middle East. We routinely work with our overseas colleagues on fund
structuring, and our clients particularly appreciate this when dealing with investors’ bespoke “Clifford Chance has a broad
requirements and/or local sensitivities. We provide a single point of contact coordinating a range of expertise, providing full-
global team that works seamlessly together. service advice to private equity
sponsors and investors.”
The Legal 500 U.S. 2021: Private Equity Funds
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 3
THE DEPTH AND BREADTH OF OUR REIT EXPERTISE AND
EXPERIENCE UNIQUELY POSITIONS US TO ADVISE CLIENTS ON
ANY TYPE OF MATTER
“Regarded as ‘top among the
tops’, Clifford Chance covers
National Storage
Hannon Armstrong Affiliates Trust the entire REIT space,
Safety, Income and Growth, Inc.
Advised on the formation and
Advised on a $177 million Advised on a $260 million providing depth and breadth
IPO that required a special ruling self-storage REIT IPO and roll-up
$250 million initial public offering as well as ‘outstanding
from the U.S. Internal Revenue that included novel ownership
and concurrent private placement
Service to form a REIT with in the form of subordinated counsel in a timely manner’.”
of Safety, Income and Growth, Inc.
non-traditional assets. incentive consideration to The Legal 500 USA: REITs
real property contributors
“The firm displays ‘positive,
GROUNDBREAKING INNOVATIVE COMPLEX proactive thinking’ and ‘can
think outside the box,’ note
market commentators, who
elaborate that ‘they're very
This was the first public REIT This is a first-of-its-kind REIT. In this unique structure,
commercial in the way they
to own, manage, finance and The assets it holds are notes the properties contributed to
approach clients and banks.”
capitalize ground net leases secured by energy efficiency / the REIT support the
and is structured to leverage infrastructure improvements continuation of promote Chambers USA – Capital Markets:
rental income from GNLs and (as opposed to real estate or structures for the REITs
generate a secure cash flow. conventional mortgages). contributor sponsors.
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 4
U.S. FUNDS & INVESTMENT MANAGEMENT EXPERIENCE
RECENT HIGHLIGHTS
Our U.S. Private Funds team is currently advising or has recently advised on multiple
significant fund formations and other major transactions, including advising:
American Landmark Greystone & Co. Capital Dynamics Digital Bridge Group
(formerly Colony Capital)
on the global fundraise for American in the formation, fundraise and close of on the formation of:
Landmark Fund III, through its final Greystone Senior Debt Opportunity • Clean Energy Infrastructure X (CEI on its agreement to sell a substantial
close in July 2021, with total capital Fund, its inaugural real estate debt fund; X), targeting $1.5 billion for energy portion of its Other Equity and Debt
raised in excess of $1 billion, exceeding and the innovative reopening of the fund transition investments in the U.S. We portfolio of real estate assets and
its target and hard cap. The fund is for new commitments by existing and associated GP interests and
also advised on CEI VIII and CEI IX.
American Landmark's third multifamily new investors, increasing the fund size to
• Global Secondaries V, a $786 million management rights to global investment
real estate investment fund program over $1.2 billion in third party capital
global secondaries fund; as well as manager Fortress Investment Group LLC
various secondary transactions on for $535 million. The OED portfolio
behalf of the fund comprised a wide variety of real estate
assets in both the U.S. and Europe.
• U.S. Mid-Market Credit Fund I, their
inaugural U.S. direct lending fund
Tikehau Capital North America TCW Asset Management Mercer Alternatives Iconiq Capital
on the establishment and capital raise of on all of its current private fund on the formation of their oversubscribed on its anchor investments in new
its inaugural private debt secondaries formations, including among others: Private Investment Partners VI (PIP VI) managers (investments in management
fund, Tikehau Private Debt fund-of-funds program, designed and companies and GP stakes) or new
• TCW Rescue Fund, a $1 billion
Secondaries; and on several secondary implemented a complex carried interest business lines of existing managers,
rescue lending mandate, moving to the
acquisitions of portfolios of fund interests plan, and advised them on the acquisition with strategies in distressed credit,
final closing
in private credit funds, including one of LP interests in over 100 funds structured credit, specialty finance,
portfolio comprised of over 50 fund • TCW Structured Credit Fund II, a sponsored by various managers, infrastructure, private equity and other
interests $1 billion closed end fund focused on including real estate, debt, private equity alternative investments
structured credit and infrastructure funds and including
primary investments, secondary
investments, including single-asset GP
led continuation funds, and co-
investments
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 5
U.S. REAL ESTATE FUNDS EXPERIENCE
We have one of the leading real estate funds practices in the United States. We built this practice, working
with our REIT group, by advising an array of clients from first-time managers to institutional sponsors.
OUR U.S. TEAM’S RECENT EXPERIENCE INCLUDES ADVISING:
American Landmark on the formation of its multifamily real estate funds Griffis Residential on the formation of its multifamily equity funds
Greystone on the formation of its inaugural real estate debt fund and innovating Metropolitan West on its credit opportunity fund investing in CMBS and RMBS
reopening of the fund for new investor capital
Exeter Property Group on its U.S. and European industrial real estate funds and
Apollo Global Real Estate on the establishment of a debt fund investing in separate accounts
commercial mortgage-backed securities
Basis Investment Group on its debut real estate debt fund
Electra America on various real estate funds, JVs and accounts
Yellowstone Housing Opportunities on its inaugural U.S. real estate debt fund
TCW Asset Management Company on its open- and closed-end structured credit
Cambridge Realty Capital on the formation of its preferred equity and mezzanine
funds primarily focused on real estate debt-backed securities
healthcare real estate investment program
BentallGreenOak on its inaugural U.S. real estate debt investment program
Taconic Investment Partners on the formation of investment funds and separate
Berkshire Group on its closed and open-end funds, separate accounts, coinvestment accounts to acquire NYC office and multifamily properties
vehicles and joint ventures making multifamily equity and debt investments
AIG on the formation of its U.S. and European real estate funds and real estate debt
Oak Street Real Estate Capital on a variety of open- and closed-end triple net leased funds
property funds and various funds of funds and separate accounts
CenterSquare Investment Management on the formation of value-add real estate
Digital Bridge (fka Colony Capital) ) on its open- and closed-end real estate debt and funds and separate accounts
equity funds
Island Capital/C-III Capital Partners on a variety of real estate equity and debt funds
Portfolio Advisors on its open-end real estate fund-of-funds and real estate co- and coinvestment vehicles and on its commercial mortgage origination vehicle
investments
Grubb Properties on its opportunity zone funds
Rubenstein Partners on the formation of its open-end transitional office debt fund
Fairfield Residential on its core plus multifamily fund
Madison International Realty on the formation of its real estate funds,
HQ (formerly RECAP) on the formation of its U.S. multifamily fund
separate accounts, co-investments and joint ventures
Long Wharf Capital Partners on the formation of U.S. value-add real estate funds
H/2 Capital Partners on the formation of open-end and closed-end real estate
debt funds LendingHome on the formation of its debut residential mortgage fund
AXA Real Estate Investment Managers on its debut U.S. real estate fund Prospect Capital on its opportunity zone fund
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 6
U.S. REAL ESTATE TRANSACTIONS
SELECT HIGHLIGHTS
Madison International ReNew REIT LLC Yes! Communities National Storage Affiliates Stockbridge
Realty Trust
on its restructuring, on the acquisition of a on its $1.3 billion acquisition on its acquisition of in connection with the
capitalization and portfolio of 28 senior living of 49 manufactured housing SecurCare Self Storage, formation and capitalization
acquisition of Forest City’s facilities across 13 states communities and Inc., which brought 216 of a joint venture to acquire
approximate 51% remaining from New Senior associated manufactured SecurCare facilities and the industrial properties valued
interest in a portfolio of 14 Investment Group Inc. homes operator's management at $570 million
retail properties in the NYC platform within the National
metropolitan area, valued at Storage Affiliates group
approximately $1.3 billion,
resulting in Madison
International Realty being
the largest retail landlord in
New York City
Yes! Communities Amherst Residential ReNew REIT LLC and Madison International Almanac
its affiliates Realty
on restructuring its business on the acquisition of 650+ on their formation and initial on its acquisition of on multiple joint ventures,
that involved the formation of single family homes capitalization pursuant to a interests in joint ventures acquisitions and financings
a joint venture with a group of joint venture with a sovereign owning three properties of investment properties in
investors, including GIC and wealth fund and real estate located in midtown various asset classes
an international sovereign investment manager to Manhattan and the across the U.S. worth over
investor, with respect to a acquire real property located financing transactions $3 billion in the aggregate
portfolio of manufactured in the U.S. and the relating thereto and on a
home assets acquisitions, financing and subsequent follow-on
associated joint ventures for acquisition of additional
four new portfolios of assets interests in one of the
buildings
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 7
OUR U.S. PRIVATE FUNDS PARTNERS
MICHAEL SABIN DANIEL DRABKIN SUSAN BURKHARDT
Partner Partner Partner
New York New York New York
T +1 212 878 3289 T +1 212 878 8255 T +1 212 878 3279
E michael.sabin E daniel.drabkin E susan.burkhardt
@cliffordchance.com @cliffordchance.com @cliffordchance.com
Michael Sabin, Co-Head of the U.S. Funds & Daniel Drabkin specializes in the representation Susan Burkhardt's practice focuses on the
Investment Management practice, specializes in of sponsors in all aspects of fund formation, formation of, and ongoing advice to, various
advising sponsors on the structuring and structuring, marketing and operations, with types of private investment funds, accounts and
formation of private funds and accounts across significant experience in real estate, private structures across strategies, with a primary
all strategies, including buyout, real estate, credit, private equity, infrastructure and focus on credit and private equity.
energy, infrastructure and credit, as well as secondaries fund-of-fund strategies. Daniel also
Over the course of her career Susan has
related strategic transactions and internal represents institutional investors in negotiating
advised on the legal and commercial aspects of
arrangements. He also advises sponsors and LP-side investments into funds, co-investments
new fund product launches, including funds-of-
investors in connection with complex secondary and other managed accounts, and has
one, separately managed accounts, flagship and
transactions and fund restructurings. significant experience with secondaries
overflow accounts, and customized and strategic
transactions (both buy-side and sell-side)
Michael’s recent experience includes acting for multi-strategy arrangements, including
involving the purchase and sale of mature fund
firms such as American Landmark, Arison developing of terms, addressing marketability
interests, including complex GP-led transactions.
Holdings, DWS, The Blackstone Group, Capital considerations, conducting cost-benefit
Daniel has a broad spectrum of legal
Dynamics, The Carlyle Group, Colony Capital, analyses, and managing structuring issues,
experience, having previously worked in-house
Diamond Castle, Evercore, Greystone, GSO product documentation, and negotiations with
as senior corporate counsel to a public real
Capital Partners, Interros, One Equity and TCW. leading institutional investors across the globe.
estate and investment management firm.
Prior to joining Clifford Chance as a partner in
Michael is ranked as a top private equity fund Daniel’s recent experience includes advising 2021, Susan worked as the Managing Director,
formation lawyer in Chambers USA, and listed clients such as Capital Dynamics, Digital Bridge Client & Product Solutions Group and Head of
as a recommended lawyer for private equity Group (formerly Colony Capital), Tikehau New Product Structuring at Apollo Global
funds in The Legal 500 U.S. Capital, Oxford Finance and Exeter Property Management. Before joining Apollo she was the
Group, among others, in respect of their fund Chief Compliance Officer at GSO Capital
formation mandates and secondary transactions. Partners/The Blackstone Group, where she
spent six years of her career.
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 8
OUR U.S. REAL ESTATE PARTNERS
EDDIE FRASTAI JEANNE ROIG-IRWIN NESS COHEN
Partner Partner Partner
New York New York New York
T +1 212 878 4931 T +1 212 878 3058 T +1 212 878 8217
E eddie.frastai E jeanne.roig-irwin E ness.cohen
@cliffordchance.com @cliffordchance.com @cliffordchance.com
Eddie Frastai is a partner in our U.S. Real Jeanne Roig-Irwin is a partner in our Real Estate Ness Cohen is the Chairman of the Firm's Real
Estate group, specializing in advising real estate group in New York. She specializes in complex Estate practice in the Americas.
owners, developers, operators, managers and real estate transactions including joint ventures,
Ness specializes in real estate private equity
financial institutions on a broad range of national structuring, leasing, acquisitions and financings.
and joint ventures as well as acquisitions,
real estate transactions pertaining to large
Her work also includes representing funds, dispositions and financings involving real estate.
office, hotel, retail, residential and mixed-use
REITs, investors, real estate developers, and His work also includes representing REITs,
projects, including sales and acquisitions, joint
banks in transactions involving a wide range of investment banks, insurance companies, real
ventures, commercial mortgage, mezzanine and
properties including retail, office, hotel, estate funds and developers in real estate
construction financing, debt restructurings and
commercial and mixed-use properties. acquisitions, dispositions, financings, and real
discounted payoffs.
estate related transactions.
Jeanne is a recommended attorney and listed as
Eddie is a recommended attorney in The Legal His clients include leading real estate investors,
a Next Generation Partner in The Legal 500 U.S.
500 U.S. and recognized as a “Highly Regarded lenders, REITs, investment banks, private equity
for Real Estate and has been named a Rising
Lawyer” in IFLR1000 US for Real Estate. Eddie funds and other institutional investors in the real
Star by Super Lawyers from 2017-2021. The
has been a guest lecturer at New York estate industry. He has also advised institutional
Legal 500 cites a client’s praise for Jeanne as “a
University Schack Institute of Real Estate and a clients in the formation of private equity funds
standout” who provides “tremendous advice.”
panelist at the Law and Business Association of dedicated to real estate and has represented
New York University School of Law. several of these funds in their investment
activities.
U.S. REAL ESTATE & REAL ESTATE FUNDS CLIFFORD CHANCE | 9Clifford Chance, 31 West 52nd Street, New York NY 10019 © Clifford Chance 2021 Clifford Chance LLP is a limited liability partnership registered in England and Wales under number OC323571 Registered office: 10 Upper Bank Street, London, E14 5JJ We use the word 'partner' to refer to a member of Clifford Chance LLP, or an employee or consultant with equivalent standing and qualifications WWW.CLIFFORDCHANCE.COM
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