By Andrew McIntyre

Law360 (January 6, 2021, 6:53 PM EST) -- More than 20 law firms helped with the 10 largest real estate mergers and acquisitions deals of 2020, which included a disputed Simon Property-Taubman Centers deal and multiple transactions that closed at lower values in the wake of the coronavirus pandemic.

Allen & Gledhill and WongPartnership worked on the year's largest deal, CapitaLand Mall Trust's roughly $6.6 billion purchase of fellow real estate investment trust CapitaLand Commercial Trust from CapitaLand Ltd., while Paul Weiss Rifkind Wharton & Garrison LLP, Latham & Watkins LLP, Wachtell Lipton Rosen & Katz, Honigman LLP, Kirkland & Ellis LLP and more than a dozen other law firms landed work on the 10 largest deals of the year.

Dealogic's data, which includes debt, account for transactions that were announced in 2020 and subsequently closed or remain pending. Dealogic tracks deal size and financial advisers but not legal advisers.


On the largest deal of the year, Allen & Gledhill counseled CapitaLand Mall Trust's manager while WongPartnership helped the manager of CapitaLand Commercial Trust with the transaction, which created the largest REIT in Singapore and the third-largest Asia Pacific region REIT, the firms said earlier this year.

That deal was announced in late January at a deal value of roughly $8 billion, but when the deal closed in October it was worth roughly $6.6 billion, due mainly to CapitaLand Mall Trust's share price trading lower in October than it had in January.

Meanwhile, the second-largest deal of the year was one of the most closely watched real estate transactions of 2020: Simon Property Group Inc.'s roughly $6.3 billion purchase of an 80% stake in fellow mall operator Taubman Centers Inc.

The parties inked their initial roughly $7.1 billion deal prior to the pandemic taking hold on the U.S., and Simon subsequently sued to get out of the deal as Taubman's share price tanked during the public health crisis. The parties reached an agreement in late 2020 to settle that lawsuit and for the transaction to go forward on new terms. Among the questions raised in the court battle were whether a material adverse change clause in the purchase and sale agreement allowed Simon to get out of the deal.

Paul Weiss helped Simon on the M&A deal with a team that included Robert Schumer, Michael Vogel and Lewis Clayton, while Latham & Watkins' Julian Kleindorfer, Mark Gerstein, Lewis Kneib, Jason Morelli, Owen Alexander, Andrew Tremble, Ana O'Brien, Victoria Wolfe, Janet Hsu, Michelle Carpenter, David Taub, Daniel Gocek, Robert Buday, Jeffrey Tochner and Zonia Medina and Pelin Serpin also helped Simon.

Meanwhile, Taubman had counsel from Wachtell with a team that included Adam Emmerich, William Savitt, Viktor Sapezhnikov, Wayne Carlin, Robin Panovka, Stephen DiPrima, Peter Hein, Claudia Morgan, Leo Strine Jr., Daniel Rosenblum, Jacob Miller, Stephen Levandoski, Kyle Lachmund, Daniel Listwa, Amanda Lee, Andrea Wahlquist, Ilene Knable Gotts, Jodi Schwartz and Liam Murphy.

And Joseph Aviv, Michael Ben, Emily Johns, Joel Krugel and Shawn Strand of Honigman also helped Taubman with the matter.

The Taubman special committee of the board of directors, meanwhile, had counsel from Eric Schiele, Michael Brueck, Sandra Goldstein, Marshall Shaffer and Stefan Atkinson of Kirkland.

The parties wrapped up that revised deal on Dec. 29. With the purchase, Simon picked up more than two dozen malls, including properties in Florida and New Jersey.

Meanwhile, a pair of bids for Norwegian office company Entra ASA followed as the third-largest of the year.

The larger of those two bids was Sweden real estate firm Samhallsbyggnadsbolaget i Norden AB's roughly $6.1 billion offer for the company, while Castellum AB, another real estate firm based in Sweden, offered roughly $5.8 billion for a 97.76% stake in the firm.

Advokatfirmaet Thommessen AS provided Norwegian legal counsel to SBB on its offer while Advokatfirman Vinge KB served as Swedish legal counsel to SBB and an unnamed receiving agent had Norwegian counsel from Advokatfirmaet Wiersholm AS on the matter. Wikborg Rein Advokatfirma AS, meanwhile, represented Entra on that offer.

Entra rejected SBB's first offer on Nov. 24, withdrew its offer on Dec. 9 and made a new offer on Dec. 23.

Meanwhile, Castellum made its offer on Nov. 26, and Mannheimer Swartling Advokatbyrå and Advokatfirmaet BAHR AS advised Castellum on that offer.

Both bids remain pending, according to Dealogic.

Rounding out the top five deals of the year was a roughly $5.6 billion transaction by Apartment Investment & Management Co. to create an independent REIT, Apartment Income REIT Corp., and Skadden Arps Slate Meagher & Flom LLP helped AIMCO with that deal.

Denver-based AIMCO announced in September it was looking to do the split, with help from Joseph Coco, Blair Thetford, Michelle Gasaway, Meryl Chae and David Polster at Skadden.

Coming in at No. 6 for the year, meanwhile, was Bow Street LLC's roughly $5.6 billion offer in November to buy New York-based real estate investment trust Paramount Group Inc.

Paramount, with counsel from Adam Emmerich, Zachary Podolsky, Kyle Diamond; Robin Panovka and Jodi Schwartz at Wachtell, rejected the November offer, but activist investment firm Bow Street has not officially called off its intentions to buy Paramount. Counsel information for Bow Street was not immediately available.

Deal No. 7 on the list saw Hong Kong billionaire Peter Woo pay $4.8 billion for the 32.56% of Hong Kong real estate firm Wheelock & Co. Ltd. he hadn't already owned, thus taking the company private.

Woo, who made the purchase using the company Admiral Power Holdings Ltd., earlier in the year reached a roughly $6.2 billion deal for that stake in Wheelock, and wrapped up the transaction in late July at a lower price point.

Counsel information was not immediately available.

Coming in at No. 8 for the year was a $3.6 billion purchase of Canada-based Northview Apartment Real Estate Investment Trust by a joint venture of asset management firm Starlight Group Property Holdings Inc. and private equity shop KingSett Capital Inc.

Borden Ladner Gervais LLP assisted Northview with the matter, while Northview's special committee had counsel from Stephen Pincus, Jonathan Feldman, Jon Northup, Jarrett Freeman and Brandon Hoffman at Goodmans LLP.

And Starlight and KingSett had help from Stikeman Elliott LLP, Blake Cassels & Graydon LLP, Bloom Lanys Professional Corp. and Osler Hoskin & Harcourt LLP.

Osler's team included Emmanuel Pressman, Ryan Nielsen, David Davachi, Jack Silverson, Joyce Bernasek, Elizabeth Mpermperacis, Kai Sheffield, Jeremy Wu, Arielle Kaplan, Brett Anderson and Andrew Aziz.

That deal was announced in late February and closed in November.

The penultimate deal among the top 10, meanwhile, was Luxembourg real estate firm ADO Properties SA's roughly $3.5 billion purchase of a 75% stake in Germany-based developer Consus Real Estate AG.

That deal, the largest real estate M&A matter announced in the second quarter of 2020, saw White & Case LLP-counseled ADO Properties exercise a call option to gain control of Consus, which had counsel from Michael Schlitt and Birgit Reese of Hogan Lovells.

The parties wrapped up that matter in early July, less than two weeks after it had been announced.

And rounding out the top 10 deals of the year was Blackstone Property Partners LP's $3.45 billion purchase of a lab office portfolio from Brookfield Asset Management Inc.

Simpson Thacher & Bartlett LLP helped longtime client Blackstone on the deal with a team that included Sas Mehrara, Davis Coen, Leanne Welds, Robert Vogel, Nena Burchard, Nicholas Draeger, Avraham Kaye, Nicole Snyder, Nancy Mehlman and Jodi Schneider.

Meanwhile, Skadden's Neil Rock, Camille Paulus and Christopher Maduforo helped Brookfield with the 2.3 million-square-foot portfolio deal. Roughly 90% of the properties in the portfolio are located in the Cambridge, Massachusetts, area, Blackstone said in December.

That matter was announced Dec. 14 and remains pending.

--Additional reporting by Chelsea Naso, Benjamin Horney, Elise Hansen and McCord Pagan. Editing by Alanna Weissman and Emily Kokoll.

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