By Andrew McIntyre

Law360 (June 4, 2021, 9:17 PM EDT) -- With emails zipping around, Rosenberg & Estis attorneys leaned into a virtual environment to help the Durst Organization clinch a $1.5 billion refinancing package for several Manhattan trophy properties, as the firm raced a changing market to try to wrap up the commercial mortgage-backed securities portion of the deal.

"You had to get better at your communication," Rosenberg & Estis PC partner Eric Orenstein said of connecting with both colleagues and parties on the other side of the table.

"It's always logistics. Signature pages. Where is the person signing? Documents have to be notarized," he said.

The Durst Organization in January tapped Rosenberg & Estis to structure a package that included refinancing for 1133 Avenue of the Americas and 114 W. 47th St., and the law firm over the next several months helped seal the deal, which hit New York public records last month. The parties involved faced significant time pressure to close the deal while also figuring out how to put the various pieces of complex financing together remotely, given the COVID-19 pandemic.

The $1.5 billion deal came together as two pieces. For the larger portion, Durst landed $1.1 billion in CMBS refinancing from Bank of America, Citibank and Wells Fargo for 1133 Avenue of the Americas and 114 W. 47th St. For the second piece, the company refinanced a $1 billion loan that a group of lenders led by Citibank had provided, and with the refinancing and restructuring converted that earlier loan into a new $400 million loan tied to other Durst buildings in Manhattan.

But those deals, which recently closed, were months in the making. When Durst initially realized it was a good time to look for refinancing, the company had to figure out which lenders it would use and what the package would look like.

Rob Rosenberg, a managing director at Wells Fargo, told Law360 the pandemic's biggest impact on the Durst deal came early, as Wells Fargo was seeking to get a part of it. Rosenberg, who focuses on large real estate loans — typically deals above the $100 million mark — led the deal for Wells Fargo.

"When you're pitching a deal, and trying to win the deal, there is nothing better than face-to-face contact. I want to be in Durst's office, shaking hands with the senior decision-makers and looking them in the eyes to let them know we will deliver on our promise," Rosenberg said.

"Negotiating to win this business during the pandemic was a little different since we couldn't be face-to-face," he added.

Representatives at Bank of America and Citi couldn't immediately be reached for comment.

As the process unfolded, there was also the question of how investors would view the deal given the uncertainty of the office market, as many properties remained partly or mostly empty with employees still working from home amid the pandemic.

"We were racing the clock to get it done, and hoping that the market doesn't move," Orenstein said, regarding the pricing market. "Those are sort of the things that you are always racing. ... Obviously in a pandemic, it changes the mindset a little bit."

"We were trying to keep up and trying to figure out where the market's going. The unknown that's always there was a greater unknown. You just have to be positive," Orenstein added.

And from the Wells Fargo side, Rosenberg also saw a sense of urgency from the borrower.

"Durst was very desirous of getting the financing closed quickly. During the early stages of the pandemic, capital markets were volatile. Nobody had a crystal ball to know how bad the pandemic would get," Rosenberg said. "There was definitely a motivating desire for Durst and all three lenders to work together in order to close quickly and efficiently."

The banks looked to Cadwalader Wickersham & Taft LLP for help both with originating and securitizing the financing, while Blank Rome LLP assisted Citibank on certain aspects of loan restructuring. Lawyers at Cadwalader and Blank Rome who worked on the matter told Law360 they were unable to comment.

Orenstein is no stranger to either of the two buildings tied to the $1.1 billion piece of the financing, having done earlier deals on both properties. 1133 Avenue of the Americas has roughly 1.1 million square feet of space, while 114 W. 47th St. has approximately 650,000 square feet.

Durst couldn't immediately be reached for comment.

Orenstein said the latest deal was an example of strong investor support for high-quality office properties in New York and showed that a sector of the office market has strong potential, despite what some say regarding the pandemic's impact.

"What it says about the market is that the market's extremely resilient. ... It shows a tremendous recognition the market's going to be here. The investors in these securities feel that way as well," Orenstein said. "We're coming out of a really challenging 12 to 15 months. At least here's a sign of hope that things are going to keep moving."

"I think everybody was really confident that we would get it done," he added.

The Durst Organization was represented by Gary Rosenberg, Dennis Hellman, Eric Orenstein, David Horn, Stefanie Graham, Casey Delaney and Zachary Rockoff of Rosenberg & Estis PC.

The banks were represented on origination by Bonnie Neuman of Cadwalader Wickersham & Taft LLP and on securitization by Lisa Pauquette at Cadwalader.

Citibank was represented on certain aspects of loan restructuring by Stephen Brodie of Blank Rome LLP.

--Editing by Orlando Lorenzo and Marygrace Murphy.

Correction: An earlier version of this article misstated Bonnie Neuman's role on the deal. The error has been corrected.

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