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Rosenberg & Estis, P.C.

Who We Are

Rosenberg & Estis, P.C. Rosenberg & Estis, P.C. is the quintessential real estate law firm- with quality, top-tier attorneys that have the skill, strength and nerve to navigate and change entire cities. While New York is our home and is filled with concrete proof of our success, our abilities reach far beyond the high line. Every member of the firm has a deep passion to help shape the future of real estate and connect with clients who feel the same way. With our expertise in development, transactions and litigation, our clients can trust us to devise the most effective strategy to meet their goals, whatever the scope or budget.

The First Choice of Leading Organizations Rosenberg & Estis is proud to be the first choice of the city’s most prominent developers, landlords and institutions, many of whom the firm has represented since its inception. For example, our firm has represented The Durst Organization since 1987 and has managed its complex and high-profile transactions, including a joint venture with Bank of America to construct One Bryant Park, a 51-story tower that serves as the bank’s investment banking headquarters. In addition, we negotiated the joint venture between The Durst Organization and the Port Authority to build and lease One World Trade Center. We also represents many of New York’s not-for-profit organizations such as the YMCA of Greater New York, Volunteers of America, the Museum of Modern Art, Carnegie Hall, Cornell University and the New Museum.

Rosenberg & Estis, P.C.

Rosenberg & Estis, P.C.

Firm Overview

Real Estate Knowledge + Business Judgment Over the past 40 years, our firm has developed an unparalleled knowledge and understanding of New York’s real estate sector. We bring that experience, along with sound business judgment, to every project. We embrace our clients’ business objectives and are guided by their best interests as we help them capitalize on opportunities across all business ventures. Foreseeing Trends + Anticipating Solutions We are at the forefront of New York’s real estate market. We foresee trends and have creative solutions at the ready, both critical ingredients for success in New York real estate. We take pride in our commitment to our clients - eager to assist them whenever they need us and ready to assess risks, determine upside potential and establish a plan of action.

Efficient + Effective Since R&E’s founding in 1975, our goal has been to deliver results to our clients and exceed their expectations. Our lawyers are trained to understand the context of every transactional matter, litigation or appeal in which we are engaged. We have the technology and tools to streamline processes and eliminate redundancies. Our clients are confident that we will be mindful in our use of resources to achieve their goals.

Rosenberg & Estis, P.C.


Tenacious + Practical Rosenberg & Estis has long been known for our long history of tenacious litigation, representing clients in all aspects of residential and commercial real estate. The breadth of our litigation experience has earned R&E the designation as Approved Outside Counsel to the Federal Deposit Insurance Corporation (FDIC). We are aggressive and have the experience and knowledge to litigate a case as far as necessary. Throughout our efforts, we strive to resolve conflicts and settle on favorable terms where possible, keeping the litigation costs as reasonable as possible.

Breadth of Representation Rosenberg & Estis represents clients in New York State and federal courts, covering all areas of real estate, including property valuation, rent regulation, landlord-tenant disputes, Mitchell-Lama housing issues, lease disputes, brokerage disputes, condemnation and constitutional law. We are proud that Rosenberg & Estis is the “go to” firm for industry groups, such as the Rent Stabilization Association (RSA), Community Housing Improvement Program (CHIP) and the Real Estate Board of New York (REBNY), to act as amicus curiae counsel in appeals vital to New York’s real estate industry. Our litigation practice spans the breadth of real estate law from contractual issues, landlord/tenant and co-op/condo disputes, to loft law and mortgage foreclosure. We represent owners, lessees, not-for-profit entities, educational institutions, developers and lenders in state and federal courts. Legal matters include business disputes, dissolution of LLCs and partnerships, fair market valuation of net lease rent re-sets commercial leases, construction litigation, brokerage disputes, plenary court actions, arbitrations and mediations. We defend owners in claims involving accessibility issues under the Americans with Disabilities Act (“ADA”) and federal housing. Landlord/tenant proceedings to recover possession of premises, rent regulatory laws and hearings before administrative agencies, courts and the judiciary, class action suits alleging rent overcharges, due diligence in connection with property acquisitions and co-op & condo disputes regarding house rules, proprietary leases, adjoining property owner disputes, roof and terrace disputes, including water damage and insurance issues are just some of the ways we serve our clients. We represent loft building owners in coverage applications, the legalization process, applications for rent increases and in their transition to rent stabilization. We handle cases with lenders and borrowers in foreclosure litigation, overseeing cases involving mezzanine loans, major commercial properties and multiple liens.

Rosenberg & Estis, P.C.


Savvy + Smart Rosenberg & Estis has one of the largest transactional groups of any real estate practice in New York. Unlike many big-law counterparts, Rosenberg & Estis is uniquely positioned to provide exceptional representation in all real estate matters. As a mid-size law firm dedicated exclusively to real estate, we pride ourselves on pioneering the industry with quality, hands-on service and maintaining an active role in the real estate community. We help shape the city’s skyline. Having the legal dexterity and experience in all retail, office, multifamily buildings, hotels, malls and other major development projects, R&E’s transaction team provides unparalleled service in project Due Diligence, Development, Acquisitions, Sales, Leasing, REITs, Joint Ventures and Financing. We represent and welcome a range of developers, owners and lenders and have originated multi-billion dollar commercial real estate financings on their behalf. We also advise and represent Co-op and Condo Boards, Shareholders, Owners and Prospective Owners. In our care, clients receive the utmost drive and commitment to excellence in obtaining results. Our financing attorneys coordinate with lenders to acquire financing, negotiate term sheets and assist in refinances or 1031 exchanges. Regarding commercial lending, we execute First Mortgage Loans, Construction Loans, Preferred Equity Financings and Mezzanine Loans, among other services.

Our zoning experts

successfully procure necessary zoning permits, variances and other land-use related approvals, negotiate air-rights transfers and provide strategic planning advice for site development.

R&E understands that in order to meaningfully impact your long-term

revenue and portfolio, a forward-leading perspective on data analytics is key. Utilizing all applicable benefits such as 421-a programs and other tax incentives, understanding and analyzing market trends and activity that require a new outlook on lease administration, legislative developments and layout design, taking sustainability efforts to the next level and relating the impact of mobility patterns (e.g., attraction to amenities and occupants’ health and wellness) to maximum profitability is what makes our firm unrivaled in the industry— bar none.

Rosenberg & Estis, P.C.


Joint Ventures Drawing from our full-breadth of capabilities, our transactions team can advise and effectuate the structuring, negotiating and documenting of property acquisitions, dispositions and joint venture transactions of all types and sizes. With our multi-disciplinary resources, R&E ensures its clients’ best interests when structuring operating agreements, partnership agreements, asset management agreements, property management agreements, development agreements and all related matters. Through our full-service approach, we aim to make even the most complex relationship a well-functioning and profit-bearing vehicle by negotiating economic terms, allocating risk proportionately, clearly delineating operating and managing terms, providing liquidity options, and, if desired, devising exit strategies for dissolution. Evincing our testament to quality service, R&E has successfully executed the following representative matters: 

The Durst Organization in its joint venture with Bank of America and the joint venture in the $1.4 Billion CMBS and Liberty Bonds financing of One Bryant Park, as well as in the 2016 restaurant lease to Burger & Lobster. 

Led the negotiations of the Joint Venture, on behalf of the Durst Organization with the Port Authority of New York and New Jersey, including the negotiation of the lease of the Broadcast Facility at 1 World Trade Center. 

Represented The Durst Organization in connection with its negotiation with SFA Properties concerning a joint venture with regard to residential acquisitions and development.

Lease Administration, Acquisitions and Sales R & E understands that in order to meaningfully impact your long-term revenue and portfolio, a forward-leading perspective on data analytics is key. Our innovative methods and steadfast services have earned us a 40-plus-year record of success: Utilizing all applicable benefits, such as 421-a programs and other tax incentives, understanding and analyzing market trends and activity that require a new outlook on lease administration, legislative developments, and layout design, taking sustainability efforts to the next level and relating the impact of mobility patterns (e.g., attraction to amenities and occupants’ health and wellness) to maximum profitability.

Rosenberg & Estis, P.C.


Having represented landlords, investors and developers, sellers/buyers, first-time home buyers and Co-op/Condo boards, R&E has proven our intelligent, market-wherewithal through all our seamless transactions. Structuring and negotiating contract terms, lease administration, 1031 Exchanges, LLC/entity formations, REITs, trusts and dispositions are among our many concentration areas. Complemented by our full service financing team, R&E can facilitate your entire transaction and protect your investment portfolio. Representative matters include: 

Somerset Partners in the acquisition, financing, leasing and sale (for approximately $550 Million) of 450 Park Avenue.

Somerset Partners in the sale of 85 Tenth Avenue for approximately $430 Million.

The Durst Organization in the lease of 9 floors at 1133 Avenue of the Americas to a prominent law firm and in a separate lease of both retail and office space to Steinway Musical.

Kaufman & Jacobs in the acquisition, leasing and financing of a corporate campus in Milwaukee. The lease provides for, among other things, long term renewal options, expansion options and options to require the landlord to construct additions to the buildings over the term of the lease.

The Durst Organization in a multi-party office leasing transaction at 733 Third Avenue involving approximately 200,000 square feet resulting in the restacking of existing tenants to accommodate a major tenant establishing its NYC headquarters. The transaction won the Real Estate Board of New York's 2004 Henry Hart Rice Achievement Award as the most ingenious leasing transaction of the year.

Getty Properties Corp. v. Getty Petroleum Marketing Inc. (index no. 652752/11): R&E represented the REIT in connection with a $5 million/month lease for 800 properties in 12 states.

Representative Clients    

Acqura Loan Services Brodsky Organization Emigrant Funding Corp JP Morgan Chase

   

AMS Loan Servicing Durst Organization Emerald Creek Capital Residential Credit Services

   

Rushmore Loan Management Services

Select Portfolio Servicing, Inc.

 

Valley National C-III Asset Management

HRHR Realty

 

Truman Capital The Bank of New York Mellon Trust Company, National Association, as Trustee  Paul Green School of Rock

Bayview Financial Services Federal Deposit Insurance Corporation (FDIC) HSBC Bank, USA RoundPoint Mortgage Servicing Corp.

The Bank of New York Mellon Trust Company, National Association, as Trustee  Xspand  Douglas Developers/Levine Builders

Rosenberg & Estis, P.C.


Real Estate Financing At Rosenberg & Estis, we pride ourselves on building lasting relationships and offering the finesse and foresight needed to effectuate our clients’ goals. Skilled at addressing all challenges that may impact a transaction, we practice a qualitatively different approach that ensures our clients receive the best, all-things-considered advice from our initial introduction until the final disposition. Working closely with our land use, tax, transaction and litigation attorneys, we strategize the best measures that will achieve success. Whether the matter involves zoning, permitting, development rights transfers, landmarks proceedings, eminent domain, incentives to reducing tax liability, joint ventures, real estate investment trusts (REITs), partnership and LLC formations, loan restructuring or debt workouts, our firm provides exceptional, high-grade services that meet any need. Our financing team advises and assists on all commercial and residential projects. We represent lenders, borrowers and clients of all asset-classes, single to multi-asset portfolios, in obtaining term loans, construction loans, mezzanine loans, acquisition loans, private equity financing, refinancing/tax-efficient deal structuring, bonds and collateralized mortgage backed securities (CMBS) financing. Notably, one of our most well-known financing projects is the refinancing of One Bryant Park with $1.3 billion in liberty bonds and CMBS financing, a financing package masterfully executed by our real estate finance attorneys.

We advise: • • • • •

Buyers and Sellers of commercial and residential properties Condo/Co-op Boards Property Developers and Investors Investment, Commercial and Merchant Bankers Hoteliers/Restaurateurs

Maximizing Revenue Our attorneys also have a comprehensive understanding of New York’s complex rent stabilization and rent control laws. They know how and when building owners can raise rents to reflect investments in major capital improvements (MCIs) and improvements in building systems, sometimes qualifying apartments for market rents. We help clients comply with the standards and requirements of the MCI program to avoid or defeat contests by tenants or denials by the Division of Housing and Community Renewal.

Rosenberg & Estis, P.C.


Breaking Ground + Setting Precedents Throughout the past decade, Rosenberg & Estis has obtained favorable results in precedent-setting appeals. For example, the New York State Court of Appeals held that rent stabilized tenancies are illegal unless the lease names a specific, intended occupant, marking the first time that a rent regulatory statute has been declared unconstitutional by New York State’s highest court. The Appellate Division held that the eminent domain of a governmental “taking” of property is entitled to compound interest on damages for the first time in state history. In other decisions, the Appellate Division held that hundreds of former Mitchell-Lama apartments are eligible for “unique or peculiar” rent increases under the rent stabilization law, that there is no limit to the number of apartments an owner can recover under the rent stabilization law for owner’s use and that DHCR need not conduct a State Environmental Review Act (SEQRA) review in connection with an owner’s application to recover rent stabilized tenants’ apartments, based on its intention to demolish the building. We have convinced appellate courts that appraisals were properly conducted pursuant to a net lease’s terms, that, absent extraordinary circumstances, tenants who breached stipulations in which they agreed to pay arrears pursuant to a schedule should be evicted. We also convinced an appellate court to maintain the right of owners to evict tenant(s) based on luxury deregulation and/or proof of non-primary residence.

Rosenberg & Estis, P.C.


Creative + Forward Thinking “Creative� is not a word you hear often in the context of regulatory challenges. However, Rosenberg & Estis has a track record for creating solutions that navigate multiple city, state and federal regulatory mazes. A prime example is the way we assist clients in managing the Mitchell-Lama and redevelopment program dissolution process to restructure rents that met our client’s needs. We also provide counsel to our clients regarding compliance with other state and city subsidized housing programs, including rental rates, tenant qualification, loans to building owners for repairs, mortgage restructuring programs and tax benefits. As we guide clients through the entire process of a transaction from purchase to financing to sale, we ensure that they have all of the relevant information quickly and efficiently. As part of our due diligence, we assist in the review of the transaction economics. We have the technical expertise to review administrative proceedings, prior litigation and building inspection reports. In addition, we evaluate the rental history of both regulated and unregulated apartments to confirm that there are no rent overcharge liabilities and that unregulated apartments are legally deregulated. Our intelligence provides potential purchasers with accurate information regarding the status of the units at the property as well as any possible exposure and allows lenders to know that the property supports their loans and that the loans will be repaid.

Tax benefit programs We assist commercial property owners with programs such as the Industrial and Commercial Abatement Program (ICAP), which encourages the creation or renovation of commercial and industrial space. We also help our clients navigate the rent regulatory aspects of residential property tax incentive programs such as J-51, 421-a and 421-g.

Rosenberg & Estis, P.C.

Full Service We provide unparalleled representation in a full range of legal services required by clients active in a broad scope of real estate dealings. We are responsive, practical counselors who bring a creative, dedicated and can-do attitude to every matter. Our clients trust that we share their sense of urgency with respect to their business ventures.

A balanced practice Our practice groups work seamlessly together and regularly collaborate to achieve powerful results. Our proven skill at writing contracts makes us better litigators, and we make better deals for our clients because our litigation strength informs our due diligence process. We understand and detect the risks in any deal and the enforceability of the relevant issues. Finally, we share our knowledge generously, often introducing clients to potential partners and lending sources as we are well-positioned to identify opportunities for clients.

Rosenberg & Estis, P.C.

Practice Areas at a Glance

ADA Compliance with Federal, State and local accessibility laws Defense of Civil Rights/Discrimination claims

Administrative Law/Rent Regulations Due Diligence for Buyers, Sellers and Lenders Inclusionary Housing Programs Lead Paint Compliance Mitchell-Lama Loan Payoffs and Privatization Redevelopment Certification of No Harassment Refinance and Regulatory Agreement Amendments Section 8 Contract Amendments Special District Compliance Subsidized Housing Program Compliance and Tax Benefit Programs Rent Regulation Administrative Appeals and Article 78s Assemblages Demolition Applications Harassment Proceedings Hardship Applications Hotel Stabilization Luxury Deregulation MCI Rent Increases Modification of services applications Overcharge Complaints Registrations Rent Stabilization/Rent Control Compliance Tenant Apartment and Building-Wide Service Complaints TPU audits, investigations and other proceedings Represent owners before: Attorney General’s Consumer Frauds Bureau New York State Division of Housing and Community Renewal Department of Buildings/ECB Human Rights Commission Local Community Boards NYC Department of Housing Preservation and Development (HPD) NYC Landmarks Commission NYC Department of Health NYC Housing Development Corporation NYS Housing Finance Agency Federal Department of Housing and Urban Development

Appellate Law 2nd Circuit Court of Appeals Appellate Division Appellate Term

Condominiums and Co-ops/ Board Representation Offering Plans Applications to test the market Offering Plans – Condominiums and Cooperatives -Vacant Buildings - New Construction/Rehabs -Occupied Buildings Homeowners’ Associations Commercial property conversions Leasehold Condominiums for not-for-profits No action letter conversions to facilitate tax and other benefits Offering plan amendments No Action Letters No Action Condominium Declarations Unit Closings Amended and Restated governing documents -Proprietary leases -By-laws Trust policies for cooperatives

Commercial Lending/Borrower and Lender Representation Bond Financings Bridge Loans Construction Loans Lender Inter-Creditor Agreements /Loan Participations Loan Purchases , Sales and Participations Mezzanine Loans Mortgage Loans Preferred Equity Transactions Loan Restructurings /Workouts

Department of Buildings Building Code Analysis 2014, 2008, 1968 and 1938 Certificates of Occupancy Defending and Correcting Violations Identifying and Removing Obstacles to Permit and Certificate of Occupancy Issuance and Interpretation DOB Policy and Procedure

Inclusionary Housing Inclusionary Housing Applications Regulatory Agreements Certificates of Completion of Affordable Housing Units Certificates of Eligibility Inclusionary Air Rights Purchase and Sale Agreements Represent owners and developers before: Department of Housing Preservation and Development Community Boards

Land Use and Zoning Zoning Lot Mergers Air Rights Purchase and Sale Agreements Zoning Lot Development Agreements Represent owners and developers before: City Planning Commission/ULURP Rezonings Special Permits Development Rights Transfers Board of Standards and Appeals Variances Special Permits Appeals Landmarks Preservation Commission Designations Certificates of Appropriateness Permits Department of Buildings Zoning Determinations Department of Finance Tax Lot Mergers and Subdivisions

Litigation Arbitration Bankruptcy Matters Commercial Contract Disputes Brokerage Disputes Corporate Dissolution Declaratory Judgment Actions Ejectment Actions Injunctive Relief Partnership Disputes Yellowstone Actions Condemnation Cooperative and Condominium Litigation Cooperative Shareholder Disputes Foreclosure

Landlord-Tenant Proceedings Complex Rent Regulation Litigation Illegal Sublet Defense of Asbestos, Mold and Lead Paint Claims Lease Defaults Non-Payment of Rent Non-Primary Residence Owner's Use Rent Gouging Rent Strike Litigation Residential and Commercial Site Clearance for Development Zoning and Land Use

Loft Law Transactional Law 1031 Exchanges Antenna Licensing Acquisition/Sales Air/Development Rights Transfers Assemblage Catastrophe-Related Insurance Analysis Condemnation/JV Agreements with Governmental Authorities/Project Agreements Construction Contracts/Architect and Consultant Agreements Other Agreements with Construction Trades/Joint Ventures/Limited Liability Companies/Partnerships Operating Agreements – Limited Liability Agreements/Joint Ventures/Partnerships Development Agreements Development/Strategic planning For Hotel/Office/Mixed-Use/NotFor-Profit/Residential/Retail Project Leasing – Ground/Net Space Leasing – Office/Retail/Industrial

Rosenberg & Estis, P.C.

Comprehensive Real Estate Representation 733 Third Avenue New York, New York 10017 (212) 867-6000