Steve Lichtenfeld


Steven L. Lichtenfeld

Partner, Proskauer Rose LLP

Steven L. Lichtenfeld is a partner and co-head of both the Real Estate Capital Markets and Real Estate Finance Groups at Proskauer Rose LLP. He regularly advises financial institutions, investment banking firms, real estate funds, institutional lenders, specialty lenders, hedge funds, REITs and pension advisors regarding public offerings and private placements of debt and equity securities, mergers and acquisitions, senior and mezzanine financings and other corporate, partnership and limited liability company matters.

Steven has an active practice representing sponsors of real estate funds as well as sovereign investors. He has been actively involved in the formation of funds (including funds formed as REITs), as well as funds that involve innovative structures that allow United States and offshore investors a flexible, tax-efficient investment vehicle. Among the fund sponsors Steven has represented are Clarion Partners, Cohen & Steers, Marathon Real Estate, MSD Capital, Phoenix Realty Group, Soros Strategic Partners and TriLyn-Investcorp. Steven also represents real estate funds and sovereign wealth funds in their private equity investments. He regularly represents his real estate and sovereign fund clients in all different stages of investment – growth capital, mature private equity, and other leveraged acquisitions and recapitalizations of successful and less successful companies, and other special situations. Steven’s representations on behalf of these clients have also included joint ventures, tender offers, acquisitions of performing and non-performing debt, property acquisitions and dispositions, real estate operating company formations and significant property contributions to public companies on a tax-efficient basis.

Steven’s practice encompasses many aspects of real estate finance. These include: commercial mortgage-backed loan origination; multiproperty and multistate mortgage financing; single and multiple tier mezzanine, preferred equity and so-called bifurcated (or “A-B” structure subordinated note or participation interest) secured financing transactions; multiple tier intercreditor relationships; bridge loans; construction loans; warehouse facilities; loan credit facilities to real estate funds; acquisitions and sales of real estate indebtedness; repurchase transactions; and mortgage foreclosures, workouts and restructurings. In this area of his practice, Steven represents Fortress Investment Group, Lloyds Banking Group and UBS Real Estate Securities.

Steven’s practice also encompasses the representation of both underwriters and issuers in REIT initial public offerings and follow-on offerings. He has acted as issuer’s counsel in numerous public equity and debt offerings, including the IPO and numerous follow-on offerings for American Realty Capital Properties, Inc., which will soon be an S&P 500 REIT, American General Hospitality Corporation, a lodging company, American REIT, a net lease REIT, and Tower Realty Trust, Inc., an office building REIT. Steven has acted as underwriter’s counsel in connection with REIT offerings for major investment banking firms, including Bank of America Merrill Lynch, Citigroup and Morgan Stanley. Steven also represented American Realty Capital Trust, Inc. in connection with its transformation from a non-traded REIT to a self-managed publicly traded REIT on the NASDAQ exchange.

Steven’s practice also includes mergers and acquisitions and leveraged buyouts, particularly involving public companies. He represented American Capital Realty Trust in its $3.0 billion merger with Realty Income Corporation; American Realty Capital Properties, Inc. in connection with its $2.2 billion merger with CapLease, Inc; its $2,0 billion merger with American Realty Capital Properties Trust III; its $3.0 billion merger with American Realty Capital Properties Trust IV and its $11.2 billion merger with Cole Real Estate Investments; American General Hospitality Corporation in its merger with CapStar Hotel Company forming the first “paper-clipped” lodging REIT; Tower Realty Trust’s merger with Reckson Associates Realty Corp.; the management group of Sunstone Hotel Investors in connection with their management buyout; RPS Realty Trust’s merger with Ramco-Gershenson, Inc. to form Ramco-Gershenson Properties Trust; Atlantic Realty Trust’s merger with Kimco Realty; Formation Capital’s merger and sale of its health care portfolio to GE Capital; and The Lightstone Group’s $8.0 billion acquisition of Extended Stay Hotels; and sovereign wealth fund in the recapitalization of a substantial hotel portfolio.

Steven has been widely recognized as a driving force in the real estate capital markets and finance space during the past quarter-century. He has garnered several prestigious accolades in this area, including receiving a coveted “Second Tier” ranking fromChambers USA, which has described him as “a brilliant real estate attorney with experience in many asset classes.” In previous years, Chambers called Steven “a strong advocate who will leave no stone unturned,” and based on commentary to its editors from clients, Steven was “lauded for his hard working and detailed approach” in handling a broad spectrum of public and private debt offerings, securities, M&A and other corporate real estate matters. The Real Estate Group: Mainly Corporate and Finance also garnered a “Second Tier” ranking by Chambers, which notes that our “attorneys are very experienced, knowledgeable and completely committed to client service. They are considered among the select experts in the industry for their specialized fields of practice.”

Steven is a prolific author and speaker, having penned numerous articles and lectured before dozens of organizations throughout the country on various real estate capital markets and finance topics.