Tzvi Rokeach

Represented VICI Properties Inc. in its $17.2 billion strategic acquisition of MGM Growth Properties LLC.

Representing VICI Properties Inc. in its acquisition of the Venetian Resort’s real estate in Las Vegas from Las Vegas Sands Corp. for $4 billion and in its corresponding lease of the Venetian Resort to an affiliate of Apollo Global Management Inc.

Advised The Walt Disney Company in its acquisition from Trinity Church of a Hudson Square site comprising 1.2 million buildable square feet (to be Disney’s new East Coast headquarters) through an innovative 99-year estate-for-years structure. 

Represented VICI Properties Inc. in its $745 million acquisition (and leaseback to Caesars) of the Octavius Tower at Caesars Palace Las Vegas and gaming facilities in Chester, Pennsylvania, and the contemporaneous modification of VICI’s master leases with Caesars.

Represented VICI Properties Inc. in its entry into definitive agreements with Eldorado Resorts Inc. in connection with Eldorado’s $17.3 billion merger with Caesars Entertainment Corp., whereby, among other things, VICI (i) acquired from (and leased back to) the merged company the land and real estate assets associated with the gaming-entertainment resort facilities known as Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, and (ii) modified VICI’s master lease agreements with the merged company.

Advised VICI Properties Inc. in the acquisition of the leasehold interest of Chelsea Piers in New York City and sublease to affiliates of Chelsea Piers.

Advised VICI Properties Inc. in the acquisition of the real estate assets of four casino properties in Alberta, Canada from subsidiaries of Century Casinos, Inc. (Century) for a total purchase price of C$221.7 million (US $162.4 million) and leaseback of the casinos to Century.

Represented VICI Properties Inc. in a lease agreement with Hard Rock with respect to the real property associated with the Mirage, in connection with Hard Rock International’s acquisition of the operations of the Mirage Hotel & Casino.

Advised VICI Properties Inc. in its acquisition of a leasehold interest in the land and buildings associated with Rocky Gap Casino Resort located in Flintstone, MD, from Golden Entertainment, Inc. for an aggregate purchase price of approximately $203.9 million and addition of the Rocky Gap Casino to VICI’s existing master lease with Century Casinos, Inc.

Represented VICI Properties Inc. in connection with the acquisition of the real estate assets of PURE Casino Edmonton in Edmonton, Alberta, PURE Casino Yellowhead in Edmonton, Alberta, PURE Casino Calgary in Calgary, Alberta, and PURE Casino Lethbridge in Lethbridge, Alberta, from PURE Canadian Gaming Corp. for approximately C$271.9 million (US$200.8 million), and the simultaneous leaseback to subsidiaries of PURE Canadian Gaming Corp.

Represented VICI Properties Inc. in its acquisition of the real estate assets associated with Fitz Casino & Hotel and WaterView Casino & Hotel for approximately $293.4 million, and the leaseback to subsidiaries of Foundation Gaming and Entertainment, LLC.

Represented VICI Properties Inc. in connection with its acquisition of the real estate assets of JACK Cincinnati Casino, located in downtown Cincinnati, for approximately $558 million in cash, and lease to Hard Rock International.

Advised VICI Properties Inc. in the $432.9 million acquisition of the real estate assets of 38 bowling entertainment centers from Bowlero Corp. (NYSE: BOWL) and entry into a master lease of the assets with Bowlero.

Represented VICI Properties Inc., together with Century Casinos Inc., in its agreement with Eldorado Resorts Inc. to acquire Isle Casino Cape Girardeau in Cape Girardeau, Missouri; Lady Luck Casino Caruthersville in Caruthersville, Missouri; and Mountaineer Casino, Racetrack & Resort in New Cumberland, West Virginia, for an aggregate purchase price of approximately $385 million, and VICI’s entry into a master lease agreement with Century Casinos related to the assets.

Represented VICI Properties Inc. in connection with the acquisition of the land and real estate assets associated with the JACK Cleveland Casino and the JACK Thistledown Racino for approximately $843.3 million and the leaseback to JACK Entertainment.

Represented VICI Properties Inc. in connection with the acquisition of the land and real estate assets associated with the Greektown Casino-Hotel located in downtown Detroit and lease to Penn National Gaming Inc.

Represented VICI Properties Inc. in connection with the acquisition of the land and real estate assets of Margaritaville Resort Casino located in Bossier City, Louisiana, for approximately $261 million cash, and lease to Penn National Gaming Inc.

Represented VICI Properties Inc. in connection with its $1.14 billion acquisition of the iconic Harrah’s Las Vegas from, and leaseback to, Caesars.

Represented Lerner Properties LLC in the sale to wholly owned subsidiaries of Urstadt Biddle Properties Inc. of 50% tenancy-in-common interests in two adjacent shopping center properties in Suffolk County, Long Island, as well as the related tenancy-in-common agreements.

Represented Starwood in the $275 million sale of a Midtown Manhattan hotel and the related sale of several other resort properties.

Represented the seller in the bulk sale of 122 New York-area cooperative apartments.

Represented the acquirer in the $91 million purchase of a boutique hotel located in Brooklyn and related acquisition financing.

Represented the developer in the purchase of a Brooklyn development site for construction of a rental apartment complex and the joint venture arrangements with equity investors, and represented the underlying joint venture in related acquisition, construction and preferred equity financings.

Represented the landlord in granting an option for a long-term ground lease of industrial property to be redeveloped into a shopping center by the tenant, a major northeastern U.S. shopping center developer and operator.

Represented the landlord in connection with a long-term ground lease of a Lower Manhattan site and its subjection to a leasehold condominium regime and redevelopment into university housing as part of a tax-exempted leasehold ownership condominium (TELOC) structure.

Represented the landlord in connection with a 99-year ground lease of an Upper West Side site and its redevelopment into a luxury residential leasehold cooperative building with on-site parking.

Represented the landlord in connection with entry into a long-term ground lease of a Midtown Manhattan hotel to a public company hotel operator. 

Represented the borrower in connection with the $2.2 billion CMBS mortgage and mezzanine financing of Caesars Palace Las Vegas.

Represented JEMB Realty in securing a $250 million refinancing of 75 Broad St., a 34-story, 650,000-square-foot office building in Manhattan’s Financial District.

Represented the borrower in a $50 million refinancing of an Atlantic City-based casino-hotel-entertainment resort.

Represented a group of affiliated borrowers in a $260 million leasehold mortgage and mezzanine refinancing of an Upper East Side mixed-use hotel/restaurant/cooperative-apartment property.

Represented the borrowers in the $170 million long-term refinancing of an Upper East Side, Madison Avenue-corridor retail store and office complex comprising two buildings, one of which is net leased to a luxury clothing retailer for its flagship New York-area store.

Represented the borrower in the $62.8 million mortgage and mezzanine financing of the acquisition of a hotel development site adjacent to New York City’s High Line and related development rights.

Represented various borrowers in the real estate aspects of numerous corporate and project financings across a broad range of sectors, including financings secured by interests in offshore energy reserves, theater and entertainment facilities, a chain of fitness centers, newsprint manufacturing plants, pharmaceutical manufacturing facilities, and paper manufacturing and recycling facilities.

Represented VICI Properties Inc. in the repurchase of a $400 million mezzanine debt portion of the Caesars Las Vegas CMBS debt.

Represented the borrower in the $101 million refinancing of a lower Manhattan rental apartment complex.

Represented various lenders, including major national banks and private equity funds, in multiple complex mortgage loan originations, including construction financings, including the following:

• $36.2 million note-on-note financing secured by a pledge of $54,200,000 mortgage loan covering condominium apartments located in Texas.
• $26.4 million construction financing for NYC-area storage facility.
• $16.5 million financing for acquisition and renovation of a mixed use building in Los Angeles.
• $42 million inventory loan covering residential condominium units at a Philadelphia-area luxury condominium hotel.
• $60 million mortgage loan for the acquisition of 2 mixed use buildings in Chicago for repositioning/conversion into exclusively retail use.
• $34.66 million mortgage loan for the acquisition of a portion of an existing NYC development site, negotiation of an intercreditor agreement with the mezzanine lender, which provided $20 million in mezzanine financing, and review and negotiation of the complex zoning lot development arrangements and easements covering the shared development of the site.
• Acquisition of $50 million commitment in an up to $750 million syndicated construction loan commitment covering a NYC construction project.
• $22.6 million construction financing for acquisition, renovation and re-tenanting of mixed-use retail-office-residential property.
• $48.85 million mortgage loan to a joint venture of various developers and a global insurance company for the acquisition, renovation and re-tenanting of a midtown-Manhattan office building.
• $25 million note-on-note financing to large institutional hedge fund that was providing underlying mortgage financing for the acquisition of a NYC-area development site located in a Brownfields zone.
• $22.3 million mortgage loan to NYC developer in connection with its acquisition of a complex NYC Upper East Side development site.
• $23 million mortgage loan for acquisition of Oakland, California office tower and seismic retrofit.
• $24.7 million mortgage loan for the acquisition of a Marriot-flagged hotel located in Texas and related PIP financing, and related comfort letter negotiation.
• $39.5 million mortgage financing for the acquisition and repositioning of a 500,000 square foot Chicago office building.
• $32.1 million mortgage financing for the acquisition and re-tenanting of a Virginia office campus.
• $50.75 million refinancing of a Hyatt-flagged hotel located in Virginia and negotiation of related comfort letter.
• $24.6 million mortgage loan for the acquisition and construction of a residential condominium, to be situated in the to-be-constructed upper floors of a U.S. Post Office building located in Manhattan.
• $30.4 million mortgage loan for the acquisition and renovation of a Bronx area loft/office building.

Represented several private equity funds in connection with various financing and related transactions, including the following: 

• $235 million of secondary financing to fund construction of a supertall luxury residential condominium building adjacent to Central Park in New York City, and related negotiation of intercreditor and recognition arrangements with the senior construction lender and other constituents in the development.
• Origination of a bridge financing package to the developer of an Upper East Side assemblage, with an initial $63,000,000 mortgage and mezzanine financing, followed by a further $147,000,000 mortgage, mezzanine and building loan financing; and continuing with subsequent enforcement, foreclosure and other matters relating to defaults under the loans, including in connection with UCC foreclosure and borrower bankruptcy proceedings, culminating in the client’s acquisition of the development site following its winning credit bid in a bankruptcy-court-ordered auction.
• $50 million participation in the senior portion of a $236.25 million Sharia-compliant mortgage and mezzanine construction financing for a downtown Manhattan mixed use condominium project, and negotiation of related co-lender and intercreditor arrangements.
• Formation of a $250 million mortgage lending and servicing joint venture platform, and negotiation of joint venture documentation between sponsor and investor entities.
• Purchase of “B” piece of a $23.6 million construction loan covering a mixed-use project in Brooklyn, New York, and negotiation of related participation and co-lender agreements.
• $35,000,000 mortgage loan to an individual investor secured by various residential properties and certain interests in a sports franchise.
• $25 million predevelopment bridge financing and subsequent $53.5 million construction financing for the renovation of a Miami hotel and associated unsold residential condominium units, and subordination agreements with, among others, the hotel management company and the restaurant/food and beverage operator, and obtaining an option to acquire equity in the project venture.

Represented an ad hoc group of bondholders holding in excess of $3.5 billion of first priority senior secured bonds issued by Caesars Entertainment Operating Company (CEOC) in the real estate aspects of CEOC’s Chapter 11 restructuring.

Represented a foreclosing lender in a settlement agreement leading to the successful uncontested foreclosure and subsequent sale of a development site in Williamsburg, Brooklyn.

Represented an affiliated group of borrowers in connection with the workout/restructuring of in excess of $770 million of mortgage debt secured by interests in various hotel properties and residential condominium projects.

Represented the borrowers in restructuring in excess of $289 million of mortgage and mezzanine hotel construction financing and recapitalization of the project through the infusion of preferred equity financing.

Represented the special servicer in settling foreclosure proceedings for a $47.5 million blanket mortgage loan covering warehouse and office facilities located in Brooklyn and Queens, New York, and the borrower’s related sale of the underlying collateral pursuant to a series of lender-supervised sales, resulting in significant recovery for the lender.

In the aftermath of the Great Recession, represented several different lenders in various workout and restructuring arrangements with respect to an assortment of diverse mortgage loans.

Represented Onex Real Estate Partners in negotiating a development agreement with Blackstone in connection with Onex’s development of Sky View Parc, a massive retail and residential complex that has anchored the renaissance of downtown Flushing, New York. The representation also covered certain aspects of the $400 million-plus sale to Blackstone of significant portions of the project’s retail space and of the adjoining garage facility, as well as matters relating to the construction financing for the second trio of luxury condominium towers above the western roof of the retail center. The project consisted of an approximately 700,000-square-foot retail center comprising a pair of three-story retail buildings flanking a multilevel parking garage, all in a fee parcel below a plane, and the phased creation of a self-contained residential community including six residential buildings, outdoor recreation areas and an extensive shared amenity facility in the air parcel above the retail center. The development agreement governs the relationship among the retail and garage mall owners, the developer of the new residential construction above the retail center, and other mall constituents.