Negotiating speed and skill nets clients an iconic acquisition in New York real estate

THE CHALLENGE:

When the famed Chrysler Building in New York City (along with an adjacent retail property) went up for sale in early 2019, the opportunity was highly publicized and eagerly anticipated. Interested buyers, including Austria-based SIGNA Holding GmbH and New York-based RFR Holding LLC, engaged in a fast-moving, hotly contested bid process to acquire the assets.

McDermott teams in different countries represented two of the interested parties bidding separately on the building.

Partners in our New York office acted for longtime client RFR Holding LLC, a real estate firm based in the city, and partners in our office in Düsseldorf, Germany, represented their longtime client SIGNA Holding GmbH, an investment and property development holding company headquartered in Austria.

When RFR and SIGNA decided to engage in a joint effort to purchase the Chrysler Building, they trusted McDermott’s international team, including Elias Eliopoulos and Keith Pattiz in New York and Jens Ortmanns in Düsseldorf, to take the lead on real-time negotiations, helping them move faster to pre-empt other bids and secure a deal.

OUR OBJECTIVE:

Understanding that speed was critical to success, the New York team headed by Elias and Keith aimed to conduct property diligence, negotiate terms and get a signed contract from the sellers as quickly as possible in order to outpace competing bidders. SIGNA Holding GmbH, on its first property acquisition outside Europe, heavily relied on the cross-border experience of the US-European McDermott team.

THE OUTCOME:

In less than a week, RFR and SIGNA’s team of lawyers negotiated and secured a signed contract with a closing sale price of $151 million. The sale came at a bargain price to the buyers: the majority owner had purchased a 90 percent stake in the Chrysler Building in 2008—just before the financial crisis—for a much higher cost of $800 million.

In addition to the real estate transaction, the purchase agreement included related valuable intellectual property: trademarks and rights to use the Chrysler Building’s image and logo in advertising and merchandising.

Establishing good rapport with the sellers’ counsel, focusing on the big picture and approaching the deal with a problem-solving mindset contributed to McDermott lawyers’ ability to move quickly and facilitate the fast-track closing process required by the seller.

MOVE FASTER:

Winning the bid process to purchase the Chrysler Building was due in large part to RFR and SIGNA’s pre-existing relationship with the sellers, their legal team’s fast turnaround on due diligence review and negotiation of the contract, and a willingness to close on the purchase of the assets within 30 days from signing.

By the time RFR and SIGNA entered the bid process, multiple parties had not only made bids for the Chrysler Building, they had already negotiated the terms of purchase agreements they were prepared to sign with the sellers.

RFR and SIGNA’s deal team expedited all diligence, negotiations and drafting, bringing in lawyers from several offices and a variety of practices—from tax and transactions to intellectual property—to help the clients move faster and ultimately acquire the assets.

The team reviewed approximately 60 space leases, title, zoning and numerous real estate documents within just a few days, a process that often takes weeks.

The timeline for financing the purchase was also truncated, working within a 30-day closing period, rather than the more typical 60 to 120 days for the purchase of a large asset. RFR and SIGNA’s team worked tirelessly across time zone differences, with the New York group collaborating closely with their colleagues in Düsseldorf, led by Jens Ortmanns and Dustin Schwerdtfeger, to provide the lender with information they needed about Austria-based SIGNA in the course of approving the loan.

Successfully completing the acquisition was just the beginning. Looking to the future, RFR and SIGNA will “be making improvements to the space and bringing in new tenants, and we will continue working with them” as they go forward with revitalizing and repositioning the Chrysler Building, said Elias Eliopoulos of the New York team.

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