Joel H. Rothstein

Joel H. Rothstein

Shareholder

Joel H. Rothstein is an international real estate and structured finance lawyer and Chair of Greenberg Traurig’ s Asia Real Estate Practice. He advises investment banks, financial institutions, private equity funds, sovereign wealth funds, real estate developers, and investors across all major Asia markets with a particular focus on Greater China, Japan, and South Korea. He also leads the firm’s practice in advising Asia-based outbound cross-border investors in structuring, implementing, and managing equity and debt investments into the United States, Europe, Latin America, and the Middle East.

Whether Joel is advising a United States-based private equity fund in structuring a tokutei mokuteki kaisha (TMK) in Japan for a landmark Tokyo office building investment, a European-based insurance company in forming a Sino-foreign joint venture for a logistics facilities portfolio in China, a Singapore-based fund sponsor in creating an offshore fund targeting real estate assets in Europe, or a Hong Kong-based asset management company in creating and managing a club fund investment platform to invest in hotel properties across the United States, clients rely upon the deep experience he brings to cross-border deals. Joel offers clients knowledge of optimal legal and tax structures for cross-border deals, the ability to navigate complex governmental reviews and approvals relating to foreign investment, an understanding of the complexity and timing of repatriating investment capital through multiple jurisdictions, and practical knowledge of local market practices and procedures required to get a deal done.

With more than twenty years’ experience in Asia, Joel has structured, documented, and implemented a number landmark transactions and investment programs in the region, including the first rating agency rated commercial mortgaged-backed securities transaction in Japan, the first non-performing loan securitization transactions completed in Japan and in South Korea, the first comingled USD/RMB real estate fund sponsored by a Chinese financial institution targeting United States real estate assets and the first international style non-recourse real estate loan by a financial institution in China.

A New York native, in addition to practicing law, Joel is an urban designer whose work prior to becoming an attorney included numerous architecture and urban design projects around the world, from Cartagena, Columbia, South America to Hoboken, New Jersey.

Concentrations

  • Real estate venture formation and complex cross-border joint ventures
  • Fund vehicle formation and management
  • Real estate finance including senior, mezzanine and preferred equity structures
  • Asset securitization and secondary trading of loan assets
  • Non-performing loan (NPL) and hard asset portfolio acquisitions and dispositions
  • Property acquisitions and dispositions
  • Real estate equity and debt capital markets, including REITs
  • Asset and property management
  • Leasing, franchising, servicing, and operation agreements
  • Construction and development
  • EB-5 capital raise
  • Hotel and resort finance, development, and management
  • Infrastructure projects and public-private partnerships
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取扱分野

実績紹介

  • Advised prominent Asia-based financial institution regarding a US $712,000,000 joint venture acquisition of the iconic 83-story, 2.8-million-square-foot Aon Center in Chicago. Assisted client in structuring and navigating a complex equity, debt, and title ownership structure (including multi-party and multi-managing member joint venture agreements), senior mortgage financing, two levels of mezzanine financing, and a tri-party tenant in common property ownership structure driven by tax planning considerations of co-investors.°
  • Advised a major China state-owned enterprise in structuring and implementing a complex multi-jurisdictional joint venture development project in cooperation with a Singapore-based private equity fund for the planning, construction, development, and operation of a large-scale industrial park project in Chennai, India. The transaction is particularly notable because it incorporates innovative land use restrictions and covenants on purchasers of individual lots in the industrial park similar to covenants, conditions, and restrictions used in other countries for the common benefit of all owners.°
  • Represented consortium of Chinese institutional investors including private equity arm of a financial institution, an asset management company, and a life insurance company in a complex cross-border acquisition of a portfolio of seven hotel properties located in New York City. The transaction valued at US $571,400,000 was undertaken in cooperation with the consortium’s joint venture partner, a U.S.-listed real estate investment trust. Led legal team in all aspects of the transaction from negotiating and documenting onshore U.S. and offshore Cayman and China joint ventures entities, to negotiating purchase, and sale documents, to negotiating hotel management, licensing, and other operational documents. In addition, represented the venture in financing the portfolio, which included senior financing in the amount of US $285,000,000 from a syndicate of international and domestic financial institutions, US $50,000,000 of mezzanine financing provided a debt fund, and US $37,000,000 of preferred equity financing provided by an affiliate of joint venture partner.°
  • Advised cornerstone Europe-based LP investors including a fund of funds, regarding investing in a real estate private equity fund targeting logistics properties in Japan, including due diligence on fund documents, fund structure, and underlying assets as well as negotiation of fund documents, side letter agreements, and fee arrangements.°
  • Advised Hong Kong and China-based real estate private equity fund sponsor regarding structuring and documenting an offshore U.S. dollar private equity fund targeting real estate investments in the United States. The fund also incorporated an innovative feeder fund structure involving the establishment of an RMB denominated feeder fund in the Shanghai Free Trade Zone, which aggregated high-net-worth wealth management product investors from Mainland China to invest in the offshore fund. This was the first such cross-border real estate PE fund in China. Elements of this innovative structure were subsequently adapted by other fund sponsors. All investments are made directly into a U.S. dollar-denominated Cayman master fund, which accepts investments from the feeder fund as well as direct dollar investments from offshore, China-based and other Asia-based investors. The pooled funds are then invested in U.S. real estate assets.°
  • Advised and assisted bankruptcy trustee regarding the sale and disposition of the Asia real estate assets of a bankrupt financial institution. Assets include loans, hard assets, and equity interest in real estate related ventures in Japan, China, Thailand, and the Philippines.°
  • Advised and assisted real estate private equity fund sponsor in restructuring a Japan real estate investment fund to replace the fund manager partner with new joint venture partner and negotiate loan modifications and consents with consortiums of lenders financing projects held by the fund.°
  • Represented European-based asset manager in the sale of a controlling interest in a Japanese Real Estate Investment Trust (J-REIT).°
  • Advised major China-based technology and internet company regarding the master leasing and construction fit-out of an autonomous car research and development facility in Silicon Valley. Assisted in negotiating complex triple net lease for facility along with related contracts and agreements for the development and operations of the facility. In addition, devised innovative arrangements to accommodate lease guarantee arrangements which satisfied landlord requirements as well as limitations and issues associated with cross-border guarantees from China.°
  • Advised private equity fund sponsors regarding structuring and documenting a club fund investment platform funded by an investor group, which included the principals involved in several major China real estate development companies. The fund targeted investments in residential real estate projects in the United States. Assisted in devising cross-border structure to address tax and other issues of investors across several jurisdictions as well address features which permit the fund investment vehicle to enter into joint ventures with U.S.-based investors.°
  • Represented Asia-based institutional investor in the structuring, documenting, and closing of a complex US $500,000,000 joint venture to acquire, finance, and redevelop Chicago’s Old Post Office Building. The massive 2.5-million-square-foot structure, the largest post office building in the world when originally completed, is listed on the National Register of Historic Places. Lying dormant since 1995, the building’s historic features will be restored and the structure converted into a mixed-use office building, incorporating public amenities including a three-acre rooftop park, plaza, and riverwalk promenade.°
  • Advised Asia-based investment consortium in structuring and implementing an offshore U.S. dollar real estate debt fund designed to make or acquire, on a cross-border basis, mezzanine loans for real estate projects and ventures in the United States.°
  • Advised China-based asset management company affiliate in the joint venture ground up development and construction of a high-profile mixed-use hotel and retail development project located in the port of San Diego, California. The project, with construction costs of approximately US $217,000,000, includes a 400-room Intercontinental Hotel, a shopping facility and a park and other public amenities. Led client in negotiating long-term ground lease for the project on land owned by the Port of San Diego that was the former location of the stadium of a minor league baseball team, in assessing development entitlements and regulatory reviews and approvals, in structuring and documenting the joint venture, and negotiating and closing a US $103,000,000 construction loan facility.°
  • Represented one of China’s “big four” asset management companies regarding a US $209,600,000 joint venture acquisition, financing, and redevelopment and repositioning of a large planned residential community in New Jersey as well as in the acquisition a public sewer company that services the acquired project and surrounding communities. Assisted and advised in all aspects of the transaction, from concept to completion, including establishing holding companies for cross-border investment and structuring and negotiating purchase and sale documents, joint venture documents, and senior mortgage finance documents, and navigating regulatory approvals for the transfer of a public utility.°
  • Advised affiliate of China-based real estate developer relating to devising and implementing a capital raise program under the United States EB-5 investment for visa program designed to raise funds from China-based investors to fund the costs and expenses for United States real estate projects undertaken by the developer’s United States affiliate.°
  • Represented China-based institutional investor regarding a joint venture development project in Charlotte, North Carolina, with a major United States-based developer involving the construction and development of a landmark office building as part of a Westin hotel complex. In addition, advised China investor on tax and legal structuring for cross-border conversion of RMB and the repatriation of investment proceeds though investment entities in multiple jurisdictions.°
  • Advised lender in a US $104,000,000 loan facility relating to financing the acquisition of a hotel in New York City and the conversion and rebranding of the property as a Marriott-branded hotel and timeshare property. Also advised and assisted in the concurrent repackaging of the loan and sale of notes in the secondary loan market.°
  • Advised borrower consortium in dual currency multi tranche (U.S. dollar/RMB) syndicated loan facilities in the amount of US $300,000,000 and RMB 13,000,000,000 for the financing of a mixed-use office building and shopping center complex in Shanghai, China.°
  • Represented U.S. investor in the development of a bio-technology research park in China and the negotiation and establishment of an “innovation incubator” at the property in cooperation with a major Chinese university and the Chinese government designed to promote research and entrepreneurial companies focused on medical devices and the pharmaceutical industry.°
  • Advised borrower group regarding a US $2.5 billion loan facility extended by a Chinese bank to finance the construction and development of a real estate and infrastructure project located in the Bahamas.°
  • Advised China policy bank regarding a US $1 billion loan facility extended to Venezuela to finance housing, school, and infrastructure projects in Venezuela. The loan facility was particularly unique as it was structured to be repaid from the proceeds of oil contracts whereby China state-owned enterprises purchased oil from Venezuela.°
  • Advised a consortium of Asia-based investors led by a China-based asset management company in a joint venture investment with a United States-based developer and an investment fund in a development project in New York City involving the complex assembly of land and air rights and the entitlement, construction, and development of a mixed-use residential and commercial project.°
  • Represented private equity fund and a noted German healthcare company relating to negotiating and documenting the first fully foreign-owned private hospital in Shanghai, China. Advised on, among other things, the terms and conditions of a build-to-suit construction contract, long-term lease and foreign investment enterprise organizational documents, and regulatory approvals.°
  • Represented China-based institutional investor regarding a joint venture development project in Atlanta, Georgia, with a major United States-based developer involving the construction and development of a branded hotel and office building. In addition, advised China investor on tax and legal structuring for cross-border conversion of RMB and the repatriation of investment proceeds though investment entities in multiple jurisdictions.°
  • Assisted and advised U.S.-based real estate developer in establishing a company in China designed to structure and market EB-5 investments in real estate development projects in the United States to prospective investors in China.°
  • Advised an international private equity fund in structuring, documenting, and implementing a joint venture platform focused on developing, operating, and managing senior care and living facilities in China. This deal represented one of the first Sino-U.S. joint ventures for this asset type in Mainland China.°
  • Assisted a Singapore business trust which owned a portfolio of real estate assets in restructuring its debt including convertible bonds as well as loan facilities extended to subsidiary companies by a variety of financial institutions based in Hong Kong, Singapore, China, and the United States.°
  • Acted as lead counsel to lead arranger and lender syndicate regarding dual currency onshore RMB and offshore USD term loan facilities extended to an international real estate fund to finance a mixed-use residential and retail project in Dalian, China.°

°The above representations were handled by Mr. Rothstein prior to his joining Greenberg Traurig, LLP.

受賞歴・所属団体

  • Listed, Chambers Global Guide, “China – Banking Finance”
  • Listed, Chambers Asia-Pacific Guide, “China – Real Estate”
  • Listed, The Legal 500 Asia Pacific,
    • “China – Banking & Finance”
    • “China – Real Estate”
  • Member, Urban Land Institute (ULI)
  • Former Board Member, ULI Japan Council
  • Member, Asia Pacific Real Estate Association
  • Member, Commercial Real Estate Finance Council
  • Member, Asia Pacific Loan Market Association

学歴・資格・言語

学歴
  • J.D., New York University School of Law, 1990
    • Editor, New York University Review of Law and Social Change
  • M.S., Columbia University Graduate School of Architecture, Planning and Preservation, 1987
  • B.A., magna cum laude, University of California, Los Angeles, 1985
    • Phi Beta Kappa
弁護士資格
  • 米国 ニューヨーク州
  • California
  • District of Columbia
  • Hong Kong Registered Foreign Lawyer (California)
Admitted in New York, California, the District of Columbia, and as a Hong Kong Registered Foreign Lawyer (California). Has not taken the Chinese national PRC judicial qualification examination.