Duval & Stachenfeld LLP
Terri L. Adler is the Firm's Managing Partner, chair of the Firm’s Real Estate Department, and a member of the Firm’s Management Committee. Ms. Adler is one of the most talented and creative attorneys in real estate and was recently named as one of the top 100 female lawyers in New York City in Crains New York’s 2018 inaugural list which recognizes women for distinguished careers and exceptional civic and philanthropic activities.
Ms. Adler is an unmatched powerhouse in corporate real estate transactions requiring complicated bespoke structuring, which plays to her strength of being innovative. Ms. Adler’s success is achieved largely by understanding the business goals of her clients and assisting them in achieving those goals while helping to build their businesses.
While overseeing one of the largest real estate practice groups in New York City, Ms. Adler has developed a wide range of expertise in all areas of national and international real estate practice with a particular focus on complex joint ventures and corporate real estate transactions. Ms. Adler has been at the forefront of many industry trends, whether involving the creation of new real estate platforms, to strategic investments in existing real estate platforms to preferred equity investments and multi-tiered joint ventures. As a result of more than 20-years of experience, Ms. Adler is able to address not only the real estate and corporate aspects of a particular transaction but also the unique needs of clients in their national and international transactions and relationships.
Ms. Adler is the founder of the Firm’s women’s initiative and is actively involved in mentoring and assisting women both at the Firm and outside of the Firm in achieving their own definition of success. Ms. Adler regularly speaks on women’s issues in both the legal industry and the real estate industry and is passionate on issues concerning gender inclusion and parity. Ms. Adler’s most recent contribution was speaking on the panel titled “Life in the Boardroom: Viewpoints from Female Power Players” at the 2018 Real Estate Women’s Forum.
In addition to being named as one of the top 100 female lawyers in New York City in Crains New York’s 2018 inaugural list, Ms. Adler is consistently named as one of New York's Super Lawyers in real estate and as one of the Top 50 Women Attorneys in New York. Additionally, Ms. Adler was elected to The Commercial Observer’s Power 100 Reader’s Poll (along with her partner, Bruce Stachenfeld). The list marked the first (and only) time that The Commercial Observer allowed the public to vote for the most powerful people in New York real estate.
Mortgage REIT Platform: Representation of an institutional client in a debt and equity investment in a start-up mortgage REIT, sponsored by principals of an established asset management business, with a targeted initial capitalization of approximately $200M from our client and an additional $200M from an institutional pension fund. Subsequent to the client’s investment, additional capital raises have occurred and continue with an intended exit through an IPO.
NorthStar Investment into RXR: Representation of Colony NorthStar, Inc. (at the time NorthStar Realty Finance Corp.) in connection with the acquisition of an ownership interest in RXR Realty’s portfolio of New York City properties having a value exceeding $6.5 billion and consisting of 108 properties. NorthStar’s investment includes a combination of corporate debt, preferred equity and common stock in RXR which provides NorthStar with an approximately 30% ownership interest in RXR. The portfolio included trophy assets, such as 75 Rockefeller Plaza, 237 Park Avenue, 340 Madison Avenue, 450 Lexington Avenue, 620 Avenue of the Americas, The Starrett Lehigh Building and 1330 Avenue of the Americas.
Angelo, Gordon & Co.: Carlton House: Representation of Angelo, Gordon & Co. in this multi-year transaction involving the adaptive re-use of the former Carlton Hotel at 680 Madison Avenue into a mixed-use residential and retail complex. Ms. Adler represented a joint venture comprised of affiliates of Angelo Gordon & Co. and Extell Development in the purchase and redevelopment of the project, the restructuring of the ground lease position, in the complex multi-tranche financing and refinancing, and, finally, in the sale of a portion of the retail space through a synthetic bifurcation of the ground lease between the retail and residential component of the building.
Senior Living REIT Platform: Representation of an institutional client in a preferred and common equity investment in connection with the launch of a senior living/health-care REIT, with a targeted initial capitalization of approximately $500M.
Highly-Structured GP Capital Investment Platform: Representation of Andrew Chung (former Carlyle Managing Director) in forming Innovo Property Group, a joint venture between Mr. Chung and Hong Kong conglomerate, Nan Fung Group. Innovo Property Group was formed to act as a management company and eventual investment advisor in connection with the raising of discretionary funds to invest in both debt and equity.
Sovereign Wealth Fund Investment in Chicago Mixed Use Project: Representation of a Middle Eastern sovereign wealth fund in the acquisition, equity structuring and construction financing of a mixed use development site in Chicago, Illinois. Ms. Adler along with our tax attorneys were able to achieve favorable tax treatment for our client through a REIT structure in connection with the ownership and eventual sale of the project. Ms. Adler was also able to negotiate and address other equity and financing issues pertaining to a development of this scale, including funding of cost overruns, promote realization prior to a sale, transfer and liquidity rights, financing guaranties and remedies for defaulting lenders.
Halpern Real Estate Ventures, LLC – Broome/Varick Street Development: Representation of our client in the acquisition of an assemblage of properties in the Soho neighborhood of Manhattan in connection with the development of a mixed-use condominium. The acquisition involved 5 separate and unrelated contracts, over 20 equity parties in 5 layers of equity, and mortgage and mezzanine pre-development financing. Subsequent to the acquisition, we handled the refinancing of the acquisition debt, the subsequent conversion of such debt into a majority equity position, the obtaining of a construction loan in excess of $450M and a $50+ million mezzanine loan procured through the EB-5 investor visa program and became the first major New York development to get debt, equity and mezzanine financing all from China.
Angelo, Gordon & Co. – Chelsea Market: Representation of Angelo, Gordon & Co. in this project that commenced with the acquisition of the Chelsea Market property in 1998 and ended with the sale of our client’s remaining ownership interests in 2011. During this time, Ms. Adler represented our client in connection with the acquisition, financing, redevelopment and eventual disposition of the property as a media and specialty-food destination, which played a significant role in turning the meatpacking district into the vibrant destination that it is today.
NorthStar Realty Finance Corp. – Manufactured Housing Portfolio:Representation of NorthStar Realty Finance Corp. (now Colony NorthStar, Inc.) in its equity investment in a joint venture which acquired multiple manufactur