David L. Glanz

Experience

David L. Glanz represents owners, developers, lenders, sponsors and institutional investors nationally in complex, large-scale commercial real estate projects, transactions and financings.

Ground Leases

Mr. Glanz has extensive experience in drafting and negotiating long-term ground leases, ground subleases and revisions to ground leases for land owners, developer-lessees, and their respective lenders.  Mr. Glanz’s ground lease practice has included:

For Battery Park City Authority: Since 2017, ongoing representation of the client as landlord of approx. 35 ground leases in Manhattan, in completed and proposed ground lease amendments and regarding a broad range of near-term and strategic issues. 

For the National Urban League and developers BRP Development Corporation, Taconic Investment Partners LLC and L+M Development Partners Inc.: In July, 2020, completion and closing of four 99-year ground leases, a 99-year master retail sublease and numerous related agreements for a new 412,000 square foot multi-use building, now under construction on West 125th Street in Central Harlem, to be used and operated by the National Urban League and its developer partners as tenants under the four ground leases and as parties to the master retail sublease. The project will provide new headquarters, a conference center and the Museum of the American Civil Rights Experience for the National Urban League (approx. 80,000 sf); prime retail space on 125th Street for the League and the developers (approx. 104,000 sf); and class A commercial office space (approx. 70,000 sf); community facility space (approx. 4,400 sf); and approx. 171 units of affordable housing for the developers.

• The recent closing was the culmination of a multi-year effort that also included the League’s successful response to a Request for Proposals from NYS Empire State Development (the ground landlord), the negotiation and signing of a preliminary contract for the execution of the ground leases after State and City governmental approvals, the negotiation of a letter of intent between the National Urban League and the developers, the review of proposals and term sheets from Goldman Sachs for the numerous components of financing for the project, input on NYS authorizing legislation, four-sided negotiation of special agreements with the City and State for real estate tax abatements and special incentives related to the project's uses, negotiation of a declaration of commercial condominium for division of the project into four units (for real estate tax and financing purposes and for joint operation of the building between the League and the developers), and the preparation, negotiation and review of over 200 final closing documents. 

For a major cultural institution in Newark, NJ: Representation of the client, as landlord, in the drafting and negotiation of a 97-year ground lease for the construction and operation of “One Theater Square”, the first upscale high rise built in Newark, New Jersey after almost 60 years.  Since the ground lease closing in 2016, the developer-lessee has completed, leased most of, and successfully refinanced the mixed-use project (245 residential units, 24 of which are affordable housing units marketed as artist residences; 12,000 square feet of street-level retail and cultural uses; and parking for 285 cars).

For a NYC land owner: Representation of a local business, as landlord, in the drafting and negotiation of a 99-year ground lease for the developer-lessee’s construction and operation of a new 90,000 sf logistics / transportation facility in Brooklyn, New York.  The ground lease, which closed in 2018, contains mutual “rights of first offer” and preserves classic “rent reset” protections for the landlord client.

For an institutional construction lender: Phased construction loans secured by successive “leasehold mortgages” on the developer-lessees’ interests in three ground leases covering a city block in Philadelphia, with extensions and amendments as each phase was completed.

For numerous bank and non-bank real estate lenders and investors:

• Analyses of existing ground leases as to whether they were correctly drafted to provide good collateral for construction and permanent loans secured by the developer-lessees’ interests as ground tenant.
  • One such analysis was for a joint venture's acquisition of a 19-story office building built on three ground leases in Texas, with a professional recommendation as to whether such ground leases were sufficiently "mortgageable" to support a later-planned loan financing/cash-out.
• Negotiation of amendments to existing ground leases or supplemental agreements to correct "leasehold mortgageability" deficiencies.
• Similar analyses to lender clients providing “fee mortgage” loans to the ground landlords.

For a NYC developer: Representation of the developer-lessee in the drafting and negotiation of a 99-year ground lease for the development of a leasehold "condop" (construction of a two-unit commercial condominium in which the multi-family unit was ground leased to a cooperative apartment corporation) in Harlem, New York, with acquisition of additional transferable development rights. The ground lease, which closed in 2007, also provided for the client’s construction and return of the other commercial condominium unit to the ground landlord for its use (and in a manner that did not trigger additional transfer taxes). The developer client successfully developed the building and sold all the coop units.

For a regional university: For the university as fee owner/landlord, the negotiation of a development ground lease for the construction of a new dormitory, with a sublease of the dining facility back to the university, all to conform to the requirements of tax-exempt bond financing without credit enhancement.

For a suburban hospital: For the hospital as fee owner/landlord, the drafting of a development ground lease for the construction of a hotel on the hospital campus, with the developer/lessee  required to coordinate its project with the hospital's construction of a new garage and administrative entrance.

For a metropolitan hospital: For the hospital as fee owner/landlord, negotiation of a ground lease for the renovation of an existing building and its use by a health center tenant, to conform to the requirements of governmental medical reimbursement payments (Medicare and a similar state program) and certain not-for-profit provisions of the Internal Revenue Code. 

For a NYC developer: The negotiation of detailed amendments to an existing ground lease and ground sublease at 88 Leonard Street, New York, NY, to correct “mortgageability” deficiencies.  The tax-exempt bond construction financing for the project then successfully closed. See below for Mr. Glanz’s subsequent sale of the completed leasehold project. 

For a joint venture between Sterling Equities and Gerald D. Hines as developer-lessees:

• At 450 Lexington Avenue in midtown Manhattan, the development ground lease for the construction of a 32-story office tower over an existing landmarked U.S. Post Office, and additional agreements with the New York Metropolitan Transportation Authority and Penn Central Corporation for placement of the supporting columns through the Grand Central Terminal train room.
• Two levels of joint venture agreements among the developers and their equity investors. 

Other Real Estate Transactions

Mr. Glanz's other matters include:

• sales and purchases of commercial and multi-family properties in New York and across the United States;
• assemblages of land and transferable development rights (a/k/a zoning lot mergers);
• acquisition, pre-development, construction and permanent mortgage and mezzanine loan financings;
• restructurings, workouts and enforcement of defaulted loans;
• multi-tiered equity investments, joint ventures and other co-ownership structures;
• sales and purchases of loan participations, co-lending interests and distressed debt;
• the financing aspects of anchor- and sole-tenant space leases;
• government agency bond financings with tax incentives, credit enhancements and forward commitments;
• planning for transfer, mortgage recording, commercial rent and real estate taxes;
• development, asset management, property management, leasing brokerage and sales brokerage agreements; and
• the real estate aspects of corporate mergers and acquisitions and bankruptcies.

Mr. Glanz's representative transactions include:

Sales and Acquisitions

For a Fortune 500 corporation: The fast-track acquisition of the building to be its new headquarters in Midtown Manhattan and an important financial asset, being the second-largest purchase of a New York City office building that year, including special contracts for the completion of its construction. 

Separately, for each of six owners: Sale or purchase of an existing "80-20" or Mitchell-Lama affordable housing apartment complex in New York City, with five of the transfers being subject to continuing tax-exempt bonds and credit enhancement, the six transactions aggregating more than $900 million. 

• One of such sales, of 88 Leonard Street, New York, NY, was designated as a "Most Ingenious Deal of the Year" by The Real Estate Board of New York.

For a large religious organization: Sales of excess transferable development rights from a number of its places of worship in NYC. 

For a real estate investment fund: Negotiation of the form of purchase contract and supervision of the due diligence team in a competitive bid exceeding $1 billion on one of New York City's largest tenanted office buildings. 

For an investment advisor and property manager to pension funds: Approximately 50 purchases and sales of garden apartment complexes across the U.S. 

For one of New York City's real estate families: The sale of a developable downtown site, with the provision of purchase money financing and the subsequent resolution of development issues incurred by the purchaser/borrower. 

For a national restaurant corporation: The real estate aspects of the corporate acquisition of a regional franchisee, including preparation of approximately 60 sets of transfer tax returns for indirect transfers in New York. 

For a religious organization: Sales of large tracts of developable land, with some of the final sale prices dependant upon the purchasers' subsequent development entitlements. 

Real Estate Finance, Restructuring and Litigation

For an institutional lender:

• Represented the lender in a $62,035,989 construction loan to The Hudson Companies and Housing Works for The Lirio, a multi-purpose project in Hells Kitchen, NY, consisting of 112 affordable and supportive housing units, 7,200 sf of retail space, and 44,000 sf of commercial office space with 30,000 sf for use by the New York MTA. In particular, David helped in five-sided negotiations among the developer, MTA, HPD, the City and our client over the Development Agreement and the development rights transfer documents and their relationships with our client’s mortgage security.

For a Wall Street investment bank: 

• $280 million mortgage and mezzanine loans for the acquisition, renovation and condominium conversion of two multi-family properties in a metropolitan suburb, followed by the negotiation of a "Master Lease" for the borrower's Sharia-law-compliant equity investor with related loan modifications.
• Fast-track due diligence and $43 million acquisition of five existing mortgage loans on three properties in Southern Florida, followed by a $47 million restructuring of same, with cross-collateralization (including from other properties), refinancing and purchase options and equity kickers, followed later by loan covenant default notices, foreclosure and a consensual workout.
• $49 million sale of a 50% interest in the construction loan for a new office building in Washington, D.C., with agreements regarding 50-50 construction loan disbursements through completion.
• Restructuring of $38 million in pre-development mortgage and mezzanine loans for new condominium construction in New York City, as a $27 million two-tranche mezzanine-only construction loan, including the intercreditor agreement with the new senior construction lender and negotiation of the senior loan documents as to relevant issues.
• Negotiation of the principal terms of a proposed workout of $22 million in mortgage and mezzanine loans for pre-development of a hotel and resort facilities in the Southern U.S., the workout to include a surrender of equity interests in lieu of mezzanine loan enforcement, principals' partial payment and lender's partial reduction of the senior loan, and the funding of a reserve account by a principal in exchange for a new special-equity interest, with consideration of the income tax aspects of debt forgiveness.
• Four workouts, including pre-negotiation and forbearance agreements, loan modification agreements and attention to the risk of expiration of certain zoning entitlements.

For one of Europe's largest banks:

• Sequential mortgage loans aggregating $177 million on a portfolio that grew to include nine high-end retail properties in five states, with cross-collateralization as the portfolio grew, and with coordination of simultaneous closings of guaranties and additional collateral in the bank's home country.
• $125 million mortgage loan for the acquisition of a tenanted Class A office building in Washington, D.C.
• Restructuring of a multi-state portfolio of commercial mortgage loan assets, simultaneously with a restructuring of other distressed assets in Europe, with downstream and upstream guarantees, confirmations of interest rate swap instruments and coordinated global cash flow provisions. (This restructuring had started with preliminary workout guidance, "rent sweep", pre-negotiation and forbearance agreements and advice on foreclosure and other enforcement questions in a successful effort to keep the U.S. assets stabilized while the client finalized its global financial strategy.)
• Due diligence and strategic guidance regarding a proposed $17 million loan to be secured by a tenancy-in-common interest in a planned mixed-use project in New York City (shopping center, condominium and marina) and a proposed $73.5 million long-term loan commitment for acquisition of high-end retail space to be constructed in Chicago.

For an international governmental interest: Served as counsel to National Asset Management Agency (NAMA, Ireland) in a significant victory in the New York Supreme Court regarding NAMA's efforts to enforce a €270 million ($351 million) Irish court judgment against an Irish developer's U.S.-based assets.

For various regional banks:

• Numerous acquisition and development loans and loan workouts in the U.S. Northeast from Virginia through Massachusetts.
• Numerous sales and purchases of whole loans, loan participations and co-lending interests.

Development

For a joint venture among developers The Durst Organization and Sidney Fetner Associates and the original land owner: In Manhattan's Madison Square Garden district, construction of "The Epic," a 58-story mixed use project (commercial condominium units for "80-20" market + affordable housing, special use, retail and garage), including assemblage of the site and transferable development rights (zoning "floor area"), and with $176 million tax-exempt bond and $42.5 million conventional loan financing, completing a four-year process from RFP through closing. 

For an equity fund as investor in a joint venture with a local developer: Negotiation (from the borrower's perspective) and tranched closings of $335 million senior (leasehold mortgage) and junior (leasehold mortgage and mezzanine) loans for construction of a "green" residential condominium in Battery Park City, Manhattan, with subsequent project changes, loan and ground lease modifications, approval of procedures for unit sales and other aspects. 

For Rose Associates: 

• Assemblages of land and transferable development rights for the construction of two new multi-families in New York City.
• Negotiation of the joint venture agreements for each project.

Equity Investment

For a Wall Street fund as equity investor in joint ventures with various developers: 

• Supervision of due diligence in a joint venture's acquisition of a portfolio of 15 commercial properties in five states.
• Due diligence and renegotiation of the purchase contract in a joint venture's acquisition of one of the largest office buildings in Houston, Texas.
• Development, entitlement, mass transit and other due diligence aspects for equity investments in a phased multi-use development of six city blocks in a mid-Atlantic city (office, hotel, condominium, multi-family and garage).