Gateway 2014 Annual Report: Miami Real Estate Group Project Highlights by Holland & Knight

GATEWAY 2014 ANNUAL REPORT Miami Real Estate Group Project Highlights

O GATEWAY 2014 ANNUAL REPORT

ver the last several years, Miami has transitioned from a mid-

size American city into a global metropolis, serving as a gateway of commerce throughout the United States and abroad. Real estate has driven much of this transformation and the Miami of today bears little resemblance to the Miami of years past. Holland & Knight’s Miami Real Estate Practice Group has had the pleasure of representing and providing guidance to many of those

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responsible for this amazing transformation. From lenders and investors to owners, developers, landlords and tenants, we have provided counsel for some of the largest and most significant real estate transactions in Miami, throughout the United States and world.

Land Use and Development .....................................................1 This is the first edition of what we intend to be an annual publication. Real Estate Finance..................................................................6

Because Holland & Knight considers Miami to be a genuine gateway city, we found it fitting to name this publication accordingly. Miami’s

Acquisitions and Dispositions................................................. 15

uniqueness is based on its diversity of people and cultures that live together, work together and develop the city – together.

Hospitality and Gaming...........................................................18 While business cycles and market downturns will always be a part of Real Estate Leasing................................................................20

real estate development, there continues to be a tremendous amount of opportunity in Miami, with the flow of capital – both financial and

Holland & Knight Real Estate Fast Facts...................................23

intellectual – pouring into our community. As we look ahead to another successful year of counseling our clients on what are sure to be truly impressive projects, we would like to briefly reflect on some of our project highlights throughout 2014. We continue to be amazed by the scope of transactions taking place in this “new” Miami and, though we are not able to include all the past year’s transactions in this publication, we would like to thank each and every one of our clients for their trust, support and for letting us be a part of this pivotal transformation. While the following is only a small sample of our work over the past year, we sincerely hope you will enjoy learning about Holland & Knight’s recent activity in our beloved community.

John F. Halula Miami Real Estate Practice Group Leader

LAND USE AND DEVELOPMENT

The Bass Museum of Art, Miami Beach

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Bass Museum Secures Grant to Renovate Museum

Âť We represented the Bass Museum in obtaining a grant from the City of Miami Beach to

renovate the interior space of the museum. A world-famous architect designed the museum and we continue to assist the Bass Museum in its efforts to obtain the necessary permits to complete the renovation.

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CRA Incentives for Miami WorldCenter Project

» We represented the Southeast Overtown/Park West Community

Redevelopment Agency in connection with the negotiation of a $100 million economic incentive agreement in connection with the Miami WorldCenter Project being developed in downtown Miami. The Miami WorldCenter Project will consist of an up to 765,000 square foot shopping mall anchored by Bloomingdale’s, Macy’s, and complementary dining and entertainment options. It is expected to have a significant economic impact on the Park West area of Miami.

Baptist Hospital Expands Main Campus

» We represented Baptist Health South Florida in connection with

obtaining approvals for the expansion of Baptist Hospital of Miami to include the addition of land, a modification to a previously approved hotel, addition of a conference facility and the addition of the Miami Cancer Institute, all to the hospital’s master plan in Miami-Dade County, Florida. The plan change added approximately 30 acres of land and one million square feet of new construction to the Baptist Hospital campus. Our efforts resulted in favorable outcomes which required significant interaction with County staff and other outside consultants to obtain the necessary special environmental approvals, zoning modifications and variances.

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Codina Continues Development of Downtown Doral

» We represented several affiliates of local developer Armando Codina

(including Codina Partners, CC Residential and Codina Management) with regard to numerous projects throughout Miami-Dade County, Florida. Of particular significance during 2014, we assisted the Codina entities throughout Miami-Dade County, Florida in (i) obtaining approvals for the Downtown Doral project (which consists of over 2,840 residential dwelling units, 1.4 million square feet of office use, 180,000 square feet of retail use and 100,000 square feet of municipal use entitlements); (ii) negotiating various infrastructure agreements with the City of Doral that addressed the timing and nature of obligations to install infrastructure; (iii) property tax issues associated with the conveyance of the City of Doral’s City Hall; and (iv) providing counsel with regard to efforts to significantly upgrade the water supply system with the Miami-Dade County Water and Sewer Department in order to accommodate the development contemplated by the Downtown Doral project and other projects that have been approved within the area.

Lennar Secures Approvals for Significant Development in Doral

» We represented Lennar in securing approvals for the development of more than 2,000 residential dwelling units, a charter school, and a 72-acre environmental and archaeological preservation area on approximately 240 acres of land in Doral, Florida. We assisted in obtaining an amendment to the City of Doral’s Comprehensive Development Master Plan Map, two separate zoning approvals and subdivision approvals.

IKEA Opens First Miami-Dade County Store

» We represented IKEA with securing approvals for the site of its

Miami-Dade store. Located in the City of Sweetwater, construction began in May 2013 and IKEA Miami opened in August 2014. This milestone represented a significant achievement for IKEA, which had been looking for a site in Miami for nearly a decade. The 416,000 square foot store is the largest of the Swedish company’s four Florida locations. Additionally, the IKEA Miami building hosts South Florida’s largest rooftop solar array.

Sweetwater, Florida

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REAL ESTATE FINANCE

Palau North Beach, Miami Beach

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Surf Club Obtains Construction Loan from Blackstone for Ultra-Luxury Surfside Project

» We represented Surf Club Associates in connection with obtaining a construction loan from Blackstone to build a mixed-use project to include an 80-room Four

Seasons luxury hotel and 150 Four Seasons-branded residential condominium units, located in Surfside, Florida.

» The lawyers involved in this project were named “Top Dealmakers” in the Construction Finance category by The Daily Business Review.

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C1 Bank Finances Construction of Multiple Projects in Miami Beach

Âť We represented C1 Bank in connection with construction financing for

the Peloro Condominium in Miami Beach. Peloro Miami Beach is a luxury residential condominium project featuring 1, 2 and 3-bedroom residences.

Âť We also represented C1 Bank in connection with construction financing for the Palau Sunset Harbour Condominium in Miami Beach. Palau at Sunset Harbour is a waterfront multi-use luxury project consisting of 11,000 square feet of retail commercial space and features 1, 2 and 3-bedroom residences.

Peloro, Miami Beach

Palau Sunset Harbour, Miami Beach

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Ocean Bank Finances Construction of Silverspot Cinema in the Heart of Downtown Miami

Âť We represented Ocean Bank in

connection with construction financing for a new retail component at the downtown Miami Met project site, which will be anchored by a Silverspot Cinema, and will occupy 76,237 square feet of the 113,508 square foot building on the northeast corner of Southeast 4th Street and Southeast 3rd Avenue.

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Downtown Miami

Oceana, Bal Harbour

HSBC Finances the Construction of Several New Projects in South Florida

» We represented longtime client HSBC in connection with several large construction loans for new projects in South Florida, including the following transactions:

» Via Mizner, a high-end mixed-use development in Boca Raton, Florida. The financing was arranged for

Penn-Florida, a full-service owner and developer of residential and commercial real estate projects throughout Florida. The first phase of construction, which is underway, includes 366 ultra-luxury rental apartments and a designer retail space. A five-star hotel and first-class, hotel-branded condominium residences will be built in the subsequent phases.

» A construction loan to (i) build an 18-story, 47 residential unit ultra luxury high-rise for-sale residential

condominium building containing approximately 155,000 net sellable square feet, together with a 76-space parking garage, and (ii) completely renovate a 16-story, five-star 169-key luxury hotel known as the Saxony Hotel, all located in South Beach.

HSBC Finances the Construction of Several New Projects in South Florida

» A construction loan to build a luxury residential development, Oceana Bal

Harbour, in Bal Harbour, Florida. The 28-story, 240-unit condominium tower, developed by Consultatio Real Estate, spans 5.53 acres of land, 400 feet of beach, and includes a private poolside restaurant, world-class spa, Olympic-sized lap pool and leisure pool, as well as a 555-space underground parking garage.

» A construction loan to build a 57-story, 192-unit for-sale residential

condominium building, with one commercial unit and six “Signature Suites,” containing approximately 621,998 net-sellable square feet and a 420-space underground parking garage, located in Sunny Isles, Florida.

SunTrust Refinances Lincoln Road Retail

Âť We represented SunTrust in connection with a refinancing

transaction with respect to high street retail properties located on Lincoln Road, in Miami Beach, Florida, owned by a joint venture which included an affiliate of Terranova Corporation.

Ocean Bank Finances Construction of New Tides Hotel

Âť We represented Ocean Bank in connection with a construction

loan to developers Joseph and Meyer Chetrit and Ari Pearl for the redevelopment of the Tides South Beach hotel, including a new parking garage and skybridge.

TotalBank Finances Retail Buildings in Miami Beach

Âť We represented TotalBank in connection with a loan that was used

in the refinancing of a retail shopping center located in the heart of South Beach.

The Tides, South Beach

ACQUISITIONS AND DISPOSITIONS

Miami Design District

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General Growth Properties Acquires Interest in Design District

» We represented General Growth Properties in its participation in an investment in the Miami Design District luxury retail area by providing Florida

counsel assistance and land use and real estate due diligence. The Miami Design District is an up-and-coming neighborhood in the northern portion of the City of Miami that is being developed and will provide a home to a virtual who’s who of luxury retailers, including Louis Vuitton, Hermès, Cartier, Celine, Prada and Berluti, as well as numerous high-end restaurants and luxury residential developments.

Popular Community Bank Sells Its Central Florida Regional Operations

» We represented Popular Community Bank (PCB), the U.S. subsidiary of Popular, Inc. (NASDAQ: BPOP), in the sale of its Central Florida regional

operations. As part of the transaction, PCB sold nine of its branches in the Central Florida area, including $104 million in loans and $217 million in deposits.

Miami Design District

The Greenery Mall Sale

» We represented the seller of the Greenery Mall – a mixed-use office and retail center anchored by TJMaxx/Homegoods, Jo-Ann’s Fabrics and The Guitar Center – located in the Dadeland area of Miami-Dade County.

Subsidiaries of Madison Marquette Dispose of Two Shopping Centers in Naples, Florida

» We represented two subsidiaries of Madison Marquette in connection with the sale of the Neapolitan Way Shopping Center and the Crossroads Market Shopping Center, both anchored by Publix and located in Naples, Florida.

Subsidiary of CNL Commercial Real Estate Acquires Sawgrass Office Complex

» We represented a subsidiary of CNL in connection with the purchase of an office building containing approximately 240,000 square feet of net rentable area located on a 7-acre parcel in the City of Sunrise, Florida.

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HOSPITALITY AND GAMING

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Magic City Casino Acquires Ownership Interest in Dania Beach Casino

Âť We represented longtime client West Flagler Associates, owners of the Magic City Casino in Miami, on its deal with Ondiss Corp. to acquire a 25

percent stake in the Dania Casino and Jai Alai. We advised West Flagler on all corporate and real estate issues involved in the sale and worked with their regulatory counsel in obtaining state approval of the transaction. We continue to represent West Flagler in connection with an extensive redevelopment planned for the Dania Casino.

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REAL ESTATE LEASING

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Office Leasing Throughout the Southeastern United States

Âť We continue to represent a longtime institutional client in numerous office leases throughout the Southeast, including several large projects

in Miami. The total square footage of leasing we handled in South Florida was in excess of 1,786,020 rentable square feet, with an additional 800,000 square feet leased outside of South Florida.

Coconut Grove Mixed-Use Development Project

Âť We represented Grove Bay Investment Group, LLC, in its efforts to secure a long-term lease of prime waterfront property from the City of Miami. The public-privatepartnership aims to revitalize a portion of the Coconut Grove waterfront to create a mixed-use destination, including a marina, several restaurants, commercial uses and vastly improved public access.

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REAL ESTATE FAST FACTS POSITION YOURSELF TO THRIVE WITH OUR REAL ESTATE PRACTICE’S UNPARALLELED EXPERIENCE

200+

lawyers and professionals maintain our 100-year tradition of providing counsel in real estate law

Synergy

across practices, including private wealth and financial services, ensure we address legal needs in every segment of the industry

25+

languages spoken fluently by our attorneys, enabling us to effectively conduct business across international borders

Holland & Knight reflects the commercial dynamics and cultural diversity of the gateway city of Miami, which is recognized worldwide as an international hub for trade, business and tourism.

CLIENTS BENEFIT FROM OUR PRACTICE SYNERGY AND MULTICULTURAL UNDERSTANDING Holland & Knight’s substantial experience in a wide range of business sectors is enhanced by our established working relationships with business and government leaders. The firm’s practice diversity, global reach and depth of experience boosts our ability to provide cost-effective legal counsel to clients across a broad spectrum of industries. Holland & Knight attorneys and professionals partner with clients to deliver innovative business and legal solutions.

WE DIFFERENTIATE OURSELVES BY BEING

»» HIGHLY RESPONSIVE

to market changes, creatively adapting as circumstances demand

»» INNOVATIVE by offering cutting-edge counsel on evolving issues affecting every aspect of the industry

»» CONNECTED

to the Florida, Caribbean and Latin American markets, and employ our intimate knowledge of pivotal opportunities, trending communities and challenges within these locales and beyond

WHAT OTHERS SAY ABOUT OUR FIRM U.S. News - Best Lawyers Guide 2015 National First-tier Rankings: Land Use and Zoning Law | Real Estate Law “2014 Law Firm of the Year” Land Use and Zoning “2013 Law Firm of the Year” Real Estate Law360 Top 10 largest practice groups in the U.S. LatinFinance 2014 Honored for our role in Fibra UNO’s US$2.5 billion follow-on public offering named the “Follow-On Equity Deal of the Year” | “largest-ever Latin American real estate equity sale” | “one of the largest REITs in the Americas” The Best Lawyers in America Guide 62 lawyers | Leading the nation with most attorneys listed in Land Use and Zoning in 2015 Real Estate Law | 2008 - 2014

CONTACTS Mark Aronson

Joe Goldstein

Rick Perez

305.789.7657

305.789.7782

305.789.7630

mark.aronson@hklaw.com

joseph.goldstein@hklaw.com

richard.perez@hklaw.com

Bill Bloom

John Halula

Tracy Slavens

305.789.7712

305.789.7796

305.789.7642

william.bloom@hklaw.com

john.halula@hklaw.com

tracy.slavens@hklaw.com

Miguel De Grandy

Alan Krischer

Bob Smith

305.789.7535

305.789.7758

305.789.7749

miguel.degrandy@hklaw.com

alan.krischer@hklaw.com

robert.smith@hklaw.com

Vivian de las Cuevas-Diaz

Ines Marrero-Priegues

Gavin Williams

305.789.7452

305.789.7776

305.789.7637

vivian.cuevas@hklaw.com

ines.marrero@hklaw.com

gavin.williams@hklaw.com

Joe Dewey

Juan Mayol

305.789.7746

305.789.7787

joe.dewey@hklaw.com

juan.mayol@hklaw.com

With more than 1,100 attorneys practicing in over 150 areas of law, Holland & Knight can provide you with comprehensive representation in virtually any legal matter. Learn more about Holland & Knight at www.hklaw.com.