Wachtell Lipton was founded on a handshake in 1965 as a small group of lawyers dedicated to providing advice and expertise at the highest levels. We have achieved extraordinary results following the distinctive vision of our founders -- a cohesive team of lawyers intensely focused on solving our clients' most important problems.
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We have experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law and corporate governance. We handle some of the largest, most complex and demanding transactions in the United States and around the world.
Wachtell Lipton is dedicated to providing advice and expertise at the highest levels and achieving extraordinary results for our clients. We seek individuals who are talented, motivated and committed in order to maintain our record of excellence.

Real Estate M&A

Wachtell Lipton's Real Estate Department has a leading practice focused on mergers and acquisitions, private equity, corporate governance, restructurings and joint ventures across the REIT, real estate, hospitality and gaming sectors.  We consistently play an active role in major transactions in these sectors, with particular emphasis on large-scale public company M&A and strategic transactions.  We have played a leading role in the redevelopment of the World Trade Center and in many of the significant REIT mergers, buyouts and takeovers over the last decade.

Examples of representations include:

  • Forest City Realty Trust's board in its $11.4 billion sale to Brookfield
  • AV Homes in its $1 billion sale to Taylor Morison Home Corp.
  • Gramercy Property Trust in its $7.6 billion sale to Blackstone, and in its $5.7 billion merger with Chambers Street Properties 
  • Quality Care Properties in its $4 billion sale to Welltower and agreement with ProMedica Health System to acquire HCR ManorCare at the completion of HCR ManorCare’s Chapter 11 bankruptcy process
  • Annaly Capital Management in its $900 million acquisition of MTGE Investment Corp. and its $1.5 billion acquisition of Hatteras Financial Corp.  
  • Ventas in its:
    • restructuring of its lease and other arrangements with Brookdale Senior Living
    • Spin-off of Care Capital Properties with a portfolio of 355 post-acute/skilled nursing facility properties
    • $2.6 billion acquisition of American Realty Capital Healthcare Trust
    • $7.4 billion acquisition of Nationwide Health Properties
    • $3.1 billion acquisition of Atria’s senior housing portfolio; $2 billion acquisition of Sunrise Senior Living REIT
  • Taubman, PREIT and numerous other REITs in governance and activism defense matters
  • Regency Centers in its $15.6 billion merger with Equity One
  • Simon Property Group in its:
    • spin off of its strip center and smaller enclosed malls (53 million square feet) as Washington Prime Group
    • €1.5 billion ($2.0 billion) acquisition of a 28.7% equity stake in Klépierre from BNP Paribas, and Klépierre in connection with its €7.2 billion merger with Corio
    • proposed £6.2 billion acquisition of Capital Shopping Centres Group PLC
    • unsolicited offer to acquire General Growth Properties for $31.6 billion out of Chapter 11
    • $2.3 billion acquisition of Prime 
  • Public Storage in its successful $5 billion hostile acquisition of the Shurgard Self-Storage REIT, its joint venture with New York Common with respect to Shurgard Europe
  • Penn National Gaming in connection with its $2.8 billion acquisition of Pinnacle Entertainment and in its tax-free spin-off of Gaming and Leisure Properties
  • Gaming and Leisure Properties in its $5.0 billion proposal to acquire Pinnacle Entertainment’s real estate assets 
  • Sears Holdings in its:
    • formation of Seritage Growth Properties, a new REIT that entered into a $2.5 billion sale-leaseback with Sears for 254 stores
    • strategic joint ventures with Simon, General Growth and Macerich
    • sale of 11 properties to General Growth Properties for $270 million and various other strategic real estate transactions
  • The Special Committee of Starwood Waypoint Residential Trust in the merger with Colony American Homes and internalization of its manager, to create a combined company that will manage over 30,000 homes and have an aggregate asset value of $7.7 billion.
  • ProLogis (formerly, AMB) in the $14 billion merger that created the leading global industrial REIT with combined assets of $46 billion, and in other strategic transactions
  • Kennedy-Wilson Holdings in its $8.2 billion combination and Kennedy Wilson Europe Real Estate Plc to create a leading global real estate Investment and asset management platform
  • Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty Trust and WP Glimcher in the formation of its $1.625 billion joint venture with O'Connor Capital Partners
  • Cousins Properties in its merger with Parkway Properties, and the simultaneous spin-off of the Houston-based assets of both companies, creating two publicly traded REITs with a combined gross asset value of $7 billion
  • Annaly Capital Management in its $1.5 billion acquisition of Hatteras Financial Corp
  • Shareholders in connection with the NorthStar-Colony Capital merger
  • JAVELIN Mortgage Investment in its acquisition by ARMOUR Residential REIT     
  • SL Green in connection with various transactions and the $3.1B One Vanderbilt project
  • Cole in its $11.2 billion merger with ARCP to create a $21.5 billion net lease REIT, its successful takeover defense against American Realty Capital’s $9.7 billion unsolicited offer, and representation of the special committee of the board of CCPT III in its acquisition of Cole Holdings Corporation
  • Colony Financial’s special committee of the board in its $740 million acquisition of the real estate and investment management business of Colony Capital
  • Tishman Speyer and Lehman Brothers’ $22.2 billion acquisition of Archstone-Smith
  • PREIT in its acquisition from Vornado of the redeveloped Springfield Town Center for $465 million, and in its dealings with an activist investor
  • Chatham Lodging Trust's sale of its Cerberus/Chatham joint venture for $1.3 billion and formation of a new joint venture with NorthStar to acquire 47 of the joint venture's assets and subsequently Inland's $1.1 billion hotel portfolio
  • Associated Estates in connection with a proxy contest by Land & Buildings  
  • CBS in the IPO and exchange offer with its shareholders of its outdoor advertising business, CBS Outdoor Americas, as a REIT
  • MeadWestvaco in its $1.5 billion sale of forestlands and development joint venture with Plum Creek
  • Sunrise Senior Living in its $1.9 billion sale to Health Care REIT, the sale of the Sunrise management company to KKR, Beecken Petty and Health Care REIT, and various related financing matters and buy outs of joint venture partners, in transactions involving total investment by Health Care REIT of $4.3 billion
  • The restructuring of Archstone following its acquisition by Tishman-Speyer, and representation of Archstone management in its sale by Lehman to Equity Residential and Avalon Bay
  • Supervalu’s announced sale of five retail grocery banners (877 stores) to a Cerberus-led investor consortium that also includes Kimco Realty Corporation, Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group, in a transaction valued at $3.3 billion
  • Chatham Lodging Trust in connection with a proxy contest by HG Vora and Blue Mountain Capital, and in its bids, partly in a joint venture with Cerberus Capital Management, to acquire 69 hotels for $1.3 billion in Innkeepers USA Trust’s bankruptcy auctions
  • Morgan Stanley in the sale of the Revel Hotel and Casino project in Atlantic City
  • Silverstein Properties in the redevelopment of the World Trade Center, including structuring and negotiating the Master Plan and Master Development Agreement for the site
  • MSREF in connection with the restructuring of the CNL and Pyramid hotel portfolios
  • Morgans Hotel Group in the $1.3 billion debt restructuring for the Hard Rock Las Vegas Hotel
  • Centerbridge and other parties in connection with the $9.5 billion acquisition of Centro’s U.S. assets and Australian restructuring
  • Istithmar/Dubai World in connection with the restructuring of various Atlantis resorts and other Kerzner assets
  • Penn National Gaming’s acquisition of the M Resorts in Las Vegas, accomplished through its acquisition of $900 million of secured debt, and its pending $610 million acquisition of Harrah’s St. Louis from Caesars
  • Restructuring of the Baha Mar Hotel and Casino development project in the Bahamas, which included a new $2.6 billion loan from the Export-Import Bank of China and an investment from China State Construction Company
  • Sunrise Senior Living in connection with restructuring matters
  • New York Stock Exchange in the sale of the former American Stock Exchange headquarters building
  • The Mills Corporation’s $7.9 billion sale to Simon/Farallon
  • Ramco Gershenson in connection with Equity One’s unsolicited bid
  • Kimco Realty Corporation’s strategic alliance with Valad Property Group of Australia to create joint funds management and joint venture opportunities
  • American Financial Realty Trust’s $3.4 billion sale to Gramercy Capital Corp.
  • Innkeepers USA’s $1.5 billion sale to Apollo
  • Starwood and Walton Street in their $39.2 billion bid with Vornado for EOP
  • Kimco Realty’s $4 billion acquisition of Pan Pacific Retail Properties
  • Reckson Associates’ $6.2 billion sale to SL Green
  • Four Seasons Hotels’ $3.7 billion management buyout
  • Apollo’s $8.5 billion acquisition of Realogy and $27.8 billion acquisition of Harrah’s
  • A Morgan Stanley/Onex venture’s $1.25 billion acquisition of Town & Country Trust, in the face of hostile bids from third parties following an agreed transaction
  • Morgans Hotel Group’s $1.5 billion acquisition of Hard Rock Hotels & Casino in Las Vegas
  • Bidders in the Trizec ($7.2 billion), Arden ($3.032 billion) and CRT ($885 million) auctions
  • Penn National Gaming’s now-terminated $8.9 billion buy out by Fortress Investment Group and Centerbridge Partners, and the investment negotiated on termination
  • Pinnacle Entertainment in connection with the contest to acquire Aztar Corporation
  • The restructuring and bankruptcy of Stations Casinos
  • Morgan Stanley in connection with Trump Casinos’ Chapter 11 proceeding
  • The bankruptcy auction of the Fontainebleau casino hotel in Las Vegas
  • Restructuring of Riviera Hotel & Casino
  • Penn National Gaming in its bids for various assets of Magna Entertainment, in Magna’s chapter 11 case
  • Supervalu’s $17.4 billion acquisition of Albertson’s together with a consortium that included, Cerberus Capital Management, Kimco Realty, Schottenstein Realty, Lubert-Adler Partners, Klaff Realty and CVS Corporation
  • Security Capital’s $1.8 billion acquisition of Storage USA and stakes in CarrAmerica (for $265 million) and Regency Realty (for $132 million), and the ultimate $5.5 billion sale of Security Capital to GECC
  • Lend Lease’s sale of its U.S. investment management and debt-related businesses to Morgan Stanley, GMAC, MuniMae, Holiday Fenoglio and others
  • Kmart’s sale of a portfolio of stores to Sears and subsequent $12.3 billion acquisition of Sears, and a series of other real estate-driven bids for retail companies
  • Kmart’s sale of a portfolio of stores to Home Depot
  • Hometown America’s $2.2 billion acquisition of Chateau Communities
  • Reckson’s $315 million disposition of its industrial portfolio and other strategic transactions
  • Taubman Centers’ successful defense against Simon Property Group’s $3 billion unsolicited offer and proxy
  • Kimco Realty’s $63 million acquisition of Atlantic Realty Trust
  • Restructuring of Morgans Hotel Group on behalf of NorthStar Capital
  • Morgans Hotel’s joint venture with Boyd Gaming to build two hotels in Las Vegas
  • MetLife’s $375 million sale of SSR Realty Advisors and other businesses to BlackRock
  • Tishman Speyer’s Australian LPT $560 million initial public offering and a related acquisition and restructuring of a major U.S. office portfolio
  • Hometown America’s $593 million sale of a portfolio of properties to Affordable Residential Communities simultaneously with ARC’s IPO
  • The Post Properties proxy fight
  • The $1 billion sale of National Golf Properties to a Goldman Sachs/Starwood Capital joint venture
  • Patriot American’s acquisition of the Bay Meadows/California Jockey paired share REIT and subsequent mergers with Wyndham ($732 million) and Interstate Hotels ($2.009 billion)
  • Mirage Resorts in its $6.5 billion sale to MGM Grand
  • Lend Lease’s $259 million acquisition of AMRESCO’s commercial mortgage businesses, including Cap Trust and Holliday Fenoglio Fowler
  • Security Capital Group’s $925 million global restructuring, which involved merging Security Capital US Realty (Luxembourg) into Security Capital Group
  • New Plan Realty Trust’s restructuring after New Plan’s acquisition of Excel
  • PaineWebber Real Estate Fund’s acquisition of Blackstone’s interests in a portfolio of trophy office properties in California, and the formation of a related joint venture with a local operating partner
  • The Taubman UPREIT’s $1.7 billion restructuring and the exchange of General Motors Pension Trust’s 37% interest in the Taubman Operating Partnership for 10 regional malls
  • Avalon Properties’ $1.7 billion merger with Bay Apartment Communities
  • Security Capital’s $329 million disposition of its interest in Strategic Hotels
  • Regency Retail Corporation’s $1.2 billion merger with Pacific Retail Trust
  • Imperial Credit Industries $335 million acquisition of ICCMIC, its affiliated public mortgage REIT, and its defense against an unsolicited advance by Wilshire Real Estate Investment Trust Inc
  • PaineWebber and Morgan Stanley’s investment funds’ $737 million joint acquisition of the Bellemead office portfolio (8 million square feet in 44 buildings) from Chubb
  • Boston Properties’ $1.2 billion acquisition of Prudential Center in Boston and Embarcadero Center in San Francisco from Prudential, and Prudential’s related investments in Boston Properties
  • Highwoods’ $313 million acquisition of J.C. Nichols
  • Crocker Realty Trust’s $538 million merger with Highwoods Properties
  • Diversified Shopping Centers’ $500 million merger into the Donahue Schriber REIT, involving the sale of 38 shopping centers in California, Arizona and Nevada
  • Regency Realty’s $213 million acquisition of Branch Properties
  • Various transactions involving Santa Anita, First Union and other paired share REITs
  • Formation of a linked REIT/C Corporation vehicle for global consolidation of the parking industry
  • Conversion of Plum Creek Timber Company from a master limited partnership into an internally advised UPREIT
  • Salomon’s disposition of a portfolio of limited service hotels
  • Various other matters with Highwoods, Boston Properties, Taubman, United Asset Management/Heitman, AEW, PaineWebber, Security Capital, NorthStar, General Growth, Whitehall, Salomon, J.P. Morgan and DLJ, among others

Gaming and Hospitality

  • Penn National Gaming in its tax-free spin-off of Gaming and Leisure Properties and in its $2.8 billion acquisition of Pinnacle Entertainment 
  • Chatham Lodging Trust in its successful bids, partly in a joint venture with Cerberus Capital Management, to acquire 69 hotels for $1.3 billion in Innkeepers USA Trust’s bankruptcy auctions 
  • Penn National Gaming’s acquisition of the M Resorts in Las Vegas, accomplished through its acquisition of $900 million of secured debt, and its pending $610 million acquisition of Harrah’s St. Louis from Caesars
  • Innkeepers USA’s $1.5 billion sale to Apollo 
  • Apollo Management’s $27 billion acquisition, with Texas Pacific Group, of Harrah’s Entertainment 
  • The bankruptcy auction of the Fontainebleau casino hotel in Las Vegas 
  • Four Seasons Hotels’ $3.7 billion management buyout
  • Morgan Hotel’s joint venture with Boyd Gaming to build hotels in Las Vegas 
  • Penn National Gaming, Inc. in its now-terminated $8.9 billion buy out by Fortress Investment Group LLC and Centerbridge Partners LP, and the investment negotiated on termination 
  • Pinnacle Entertainment in connection with the contest for acquisition of Aztar Corporation 
  • The restructuring and bankruptcy of Station Casinos 
  • Morgan Stanley in connection with Trump Casinos’ Chapter 11 proceeding
  • Mirage Resorts in its $6.4 billion sale to MGM Grand 
  • Morgans Hotel Group in its $1.5 billion acquisition of Hard Rock Hotel & Casino in Las Vegas
  • Restructuring of Riviera Hotel & Casino
  • Penn National Gaming, Inc. in its bids for various assets of Magna Entertainment Corp. through Magna’s chapter 11 case 

Real Estate Opportunity Funds

  • Apollo Real Estate Advisors/AREA Property Partners in the structuring and formation of each of Apollo Real Estate Investment Funds II, III, IV and V, Apollo European Real Estate Investment Fund I, II and III, Apollo’s Indian real estate fund, and other Apollo investment and co-investment vehicles and strategic investments
  • UBS in the structuring and formation of an opportunity fund
  • Lazard’s real estate opportunity funds and the NorthStar funds in connection with various strategic and structural issues
  • Apollo, Morgan Stanley/MSREF, UBS, Lazard, NorthStar, Starwood and other Wall Street opportunity funds in various strategic transactions

Strategic Real Estate Transactions

  • Silverstein Properties in connection with the redevelopment of the World Trade Center
  • Pier55 Inc. in the development of a new park and nonprofit entertainment venue in the Hudson River Park
  • SL Green in connection with the development of One Vanderbilt Plaza
  • Tishman Speyer in the acquisition and recapitalization of Rockefeller Center for $1.685 billion, the Chrysler Building, 666 Third Avenue, 300 Park Avenue, MGM Plaza, 1301 Avenue of the Americas, 666 Fifth Avenue, and various other trophy properties
  • The Seymour Milstein Family in the restructuring of the Milstein Family portfolio of office, residential, and hotel properties
  • Four Seasons Hotels in the sale of the Pierre Hotel to Taj Hotel Group
  • Meadwestvaco in the sale of its coated papers business and related timberlands to Cerberus

Restructuring and Distressed Investing

  • Chatham Lodging Trust in its successful bids, partly in a joint venture with Cerberus Capital Management, to acquire 69 hotels for $1.3 billion in Innkeepers USA Trust’s bankruptcy auctions
  • Penn National Gaming’s acquisition of the M Resorts in Las Vegas, accomplished through its acquisition of $900 million of secured debt
  • Morgans Hotel Group in the $1.3 billion debt restructuring for the Hard Rock Las Vegas Hotel
  • Restructuring of the Baha Mar Hotel and Casino development project in the Bahamas, which included a new $2.6 billion loan from the Export-Import Bank of China and an investment from China State Construction Company
  • Morgan Stanley in the sale of the troubled Revel Hotel and Casino project in Atlantic City
  • MSREF in connection with the restructuring of the CNL and Pyramid hotel portfolios
  • Goldman Sachs in connection with the restructuring of an equity bridge facility against Macklowe Properties (and previously, Bankers Trust in connection with a deed-in-lieu of foreclosure transaction involving the Hotel Macklowe)
  • Blackstone, TPG and Apollo in connection with the debt restructuring of Florida East Coast Industries
  • Lend Lease in its exit from various business lines in the U.S., including the sale of various businesses to GMAC, MuniMae, HFF, Morgan Stanley and others
  • Serengeti Asset Management in connection with the debt restructuring of the Fontainebleau
  • Kimco Realty Corp’s acquisition of Frank’s Nursery pursuant to a Chapter 11 plan
  • Cable & Wireless in connection with its restructuring and exit from lease guarantees
  • Schottenstein Stores in connection with its acquisition of various leasehold interests from Value City Department Stores
  • DiMaio Ahmad in connection with the restructuring of Candy & Candy’s Beverly Hills condominium project
  • U.S. Treasury in its rescue investment in Freddie Mac and Fannie Mae
  • Apollo, Emmes and others in the acquisition and equitization of debt claims in several real estate portfolios, including a portfolio of midtown Manhattan office towers, a portfolio of apartment complexes that were part of a CMBS pool, and the Olympia & York and DiLorenzo portfolios
  • Highland Capital Management, Capital Research & Management, Dimaio Ahmad Capital and Pardus Capital in various distressed real estate investments   

Our department and its partners are consistently ranked as among the leading real estate and REIT M&A advisors in the United States and in cross-border transactions. 
 

Recent Publications

REITS: Mergers and Acquisitions, Law Journal Press, 2018 (first published 2006).

REIT M&A in a Complex Market (June 20, 2018).

Observations from the NYU REIT Symposium (March 23, 2018).

Lawdragon Limelight: Robin Panovka and Adam Emmerich, Rulers of REIT M&A, in Lawdragon, January 7, 2018.

The Real Estate M&A and Private Equity Review, A. Emmerich and R. Panovka, co-editors and co-authors of U.S. chapter (Law Business Research, London, Second Ed. 2017; First Ed. 2016).

REIT M&A, Activism and Governance – Ten Themes for 2018 (January 2, 2018). 

Cross-Border M&A – 2018 Checklist for Successful Acquisitions in the United States, in Columbia Law School's Blog on Corporations and Capital Markets, January 10, 2018.

REIT and Real Estate M&A in 2016, in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 14, 2018.

Taking REITs Private – The Playbook is Back in Play, in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 21, 2015.

Only Death, Taxes and REITs are Inevitable, in Premises, the REIT Issue, Spring 2015.

Treasury Department Seeks to Curb “Cash-Rich” and REIT Spin-offs (September 16, 2015). 

Wachtell: Expect more REIT M&A in 2015, but few privatizations, in SNL Financial, January 7, 2015.

REIT M&A Update: Maryland Court Upholds Special Committee’s Approval of Acquisition of REIT’s External Manager (October 31, 2013). 

Is There a ‘New Normal’ for REIT M&A?, in Citi Research Equities, April 12, 2013.

Industry Observers Have Mixed Outlook on REIT M&A, in REIT.com, January 17, 2013.

Rebuilding the World Trade Center, in Cornell Real Estate Review, Vol. 10, July 2012.

Maryland Court Confirms Application of Business Judgment Rule in All-Stock REIT Merger (June 6, 2011). 

Sixth Circuit Upholds Tortious Interference Verdict Against Auction Loser’s Overbid: Over-bidder Must Reimburse Winner For Causing Price Bump (May 18, 2011).