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MoFo Advises Mori Trust on $541 Million Acquisition of 35 Hudson Yards in New York City

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Morrison Foerster advised Mori Trust, a Japanese real estate developer, on its $541 million acquisition of the commercial...

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Morrison Foerster advised Mori Trust, a Japanese real estate developer, on its $541 million acquisition of the commercial condominium units at 35 Hudson Yards, one of the tallest buildings in New York City’s Hudson Yards neighborhood. The commercial units include, among other things, Equinox’s corporate headquarters, the inaugural, award-winning Equinox Hotel, the flagship Equinox Fitness Club, and 32,000 square feet of high-end retail. The property was purchased from The Related Companies, who will continue to manage the building on Mori Trust’s behalf, alongside Equinox. The acquisition marks Mori Trust’s twelfth real estate investment in the United States, its second in Manhattan, and its first hotel in the United States.The global MoFo team advising Mori Trust was led by real estate partners Al Williams, Jeff Temple, Tom Fileti and Junichi Kurokoshi.Read <a href="https://www.mori-trust.co.jp/english/news/2025/20251117/" target="_blank">Mori Trust’s press release</a>.

MoFo Advises Mori Trust on $541 Million Acquisition of 35 Hudson Yards in New York City

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Al Williams represents clients in complex commercial real estate transactions, with a particular focus on the acquisition, financing, development, and operation of U.S. real estate assets.Al regularly represents financial institutions originating and investing in syndicated, securitized, construction, mortgage, and mezzanine loans secured directly or indirectly by large-scale commercial real estate projects across a wide range of asset classes, including office buildings, shopping centers, multifamily apartment buildings, condominium developments, industrial properties, hotels, and healthcare facilities.  Al also represents real estate developers, owners, and operators in the acquisition, development, construction, management, leasing, and ultimate disposition of real estate assets across the United States. He represents domestic and foreign investors in the structuring and documentation of strategic joint ventures, and he represents lenders and borrowers in the origination of note-on-note facilities, subscription lines of credit, borrowing base facilities, unsecured lines of credit, and other similar credit facilities to private equity funds, debt funds, REITs, and other similar real estate institutions.In the wake of the economic downturn caused by the COVID-19 pandemic, Al has represented clients in a broad variety of restructurings and workouts and in the exercise of remedies in connection with troubled loans, as well as in bankruptcy proceedings involving distressed real estate investments.Prior to joining Morrison Foerster, Al worked for the Honorable Arthur D. Spatt of the Eastern District of New York and in the construction group of a law firm in New York.Al received his J.D. cum laude from St. John’s University School of Law, where he currently serves on the Board of Directors.Al has been recognized for excellence by The Legal 500 in 2024. He was also named on the 2026 Best Lawyers Ones to Watch list, recognized as a Super Lawyers Rising Star for New York Real Estate from 2019–2022, and named on GlobeSt. CRE’s Aspiring Leaders of 2026 list.

Alfred Williams

Partner

Jeff Temple is the co-head of the firm’s U.S. Real Estate Group and has over 35 years of experience representing a broad spectrum of clients making investments in, acquiring, financing, developing, operating, and selling large commercial real estate assets. He regularly advises institutional lenders, private equity investors, investment fund sponsors, REITs, foreign investors, and family offices.Leading lenders and borrowers call on Jeff for representation in complex, multi-tiered finance transactions and credit facilities of all types, including transactions involving the acquisition and disposition of real estate assets, as well as the acquisition and sale of loans and loan portfolios. Jeff regularly represents financial institutions, REITs, and private equity funds in connection with syndicated credit facilities (secured and unsecured), construction loans, preferred equity investments, A/B notes and participation arrangements, mezzanine financings, note purchase transactions, note financings, and intercreditor and co-lending arrangements involving major office, residential, industrial, retail, hospitality, and mixed-use projects.Jeff also regularly represents institutional domestic and foreign investors in large-scale acquisitions and dispositions of a wide variety of U.S. commercial assets, and the structuring and documentation of strategic and programmatic joint ventures, sale/leaseback transactions, and direct investments in U.S. real estate assets. He has also guided a variety of sponsors and family offices in the establishment of real estate funds and various private placements and other alternative capital raising structures. Jeff also actively represents U.S. opportunity fund investors making strategic acquisitions and forming joint ventures with local partners in Europe and Asia. His practice frequently involves the representation of foreign institutions making in-bound investments in U.S. commercial real estate, and provides guidance on the proper cross-border structuring of these investments. Following the formation of joint ventures for his clients, Jeff has continued to represent these ventures in numerous complex acquisitions, financings, and subsequent dispositions.Jeff is a member of the firm’s Distressed Real Estate Group and represents clients in a broad variety of loan restructurings and workouts, utilizing decades of experience through multiple “down cycles” to achieve creative and meaningful solutions to highly complex matters often involving adversarial situations. He has successfully completed restructurings involving billions of dollars of investments for both lenders and borrowers. He advises clients on the exercise of both UCC and mortgage remedies regarding problem loans and the restructuring of troubled joint ventures and other distressed real estate investments.He has developed a leading practice in the area of EB-5 investments and financings, having worked on transactions that have included over $2 billion of EB-5 investments. He represents both developers seeking EB-5 investments and senior lenders making secured loans with EB-5 in the capital stack.He also actively represents owners, developers, and investors in hotels, office buildings, and other commercial properties in the development, management, and leasing of such commercial properties.Jeff is the author of numerous articles and publications on fast-developing issues and trends in the real estate space, and is an active speaker in the New York real estate community and frequently moderates and participates on panels covering a broad variety of commercial real estate topics. In 2021 and 2022, Jeff was named a “Top Author” in the JD Supra Readers’ Choice Awards, recognizing top authors for thought leadership. Jeff was also selected as a nationally recognized lawyer as part of Connect CRE’s 2024 Real Estate Awards and received the “recommended” distinction for Real Estate and Real Estate Finance by Legal 500.

Jeffrey Temple

Tom Fileti is the co-head of the firm’s U.S. Real Estate Group. He represents a broad spectrum of clients in connection with investments in, and the financing, development, operation, and disposition of, real estate assets in California and throughout the United States. He has a track record of representing clients with substantial and complex transactions. In the recent words of clients, Tom is “one of the smartest and most thoughtful attorneys in the market today,” (Legal 500 US) and is “exceptionally thorough, deliberate, careful and thoughtful,” “fantastic at thorny transactions,” and a “strategic thinker” who “sees the implications of [client] decisions miles down the road and advises [clients] accordingly.” (Chambers USA)Tom’s practice emphasizes transactions involving REITs; acquisition and disposition of real estate assets, loans, and portfolios; real estate finance transactions and credit facilities of all types; matters involving the financing, acquisition, operation, and disposition of hotels and resorts; real estate joint ventures and other equity investments involving development projects, acquisitions, and portfolios; credit lease and master lease transactions involving corporate real estate assets and real estate aspects of mergers and acquisitions involving REIT's and other companies with deep real estate footprints; and workouts, restructurings, exercise of remedies and dispositions with respect to problem loans, troubled joint ventures, and other problem real estate investments. His practice involves all property types, including office, residential (multi-family, subdivisions, and condominiums), retail, hospitality, mixed-use, industrial, data centers and land development projects. Tom regularly represents financial institutions and other clients in connection with syndicated credit facilities; A/B notes and participation arrangements; mezzanine financing; and intercreditor and co-lender arrangements related to the financing of major real estate projects.Tom’s REIT practice includes such matters as representing REITs and contributors in connection with tax deferred roll-up transactions involving the receipt of common and custom-tailored preferred operating partnership units; representing clients selling projects to REITs in taxable transactions involving cash consideration or REIT securities; representing lenders providing financing to REITs for working capital and acquisition or development lines (including credit facilities in connection with REIT IPOs); and representing REITs or their counterparties in connection with joint ventures, purchase and sale transactions involving individual projects and portfolios, development projects, credit facilities, mortgage and mezzanine loan investments, and other matters.Tom is a fellow of the American College of Real Estate Lawyers.<h4>Representative Experience</h4><ul><li>Represented data center developer in connection with negotiation of construction contract for construction of first phase of data center complex pre-leased to a hyperscaler, with a guaranteed maximum price of $2 billion.</li><li>Represented participant in connection with its participation in separate $7 billion and $8 billion build-to-suit synthetic lease transactions involving the construction of data centers for a hyperscaler.</li><li>Represented technology fund investor in negotiation and diligence for purchase of data center platform for $27 billion. The platform owns and controls data centers in operation and leased primarily to hyperscalers, a significant number of data centers preleased and under development and thousands of acres for future development, and has financing in place in excess of $20 billion across multiple types of capital markets executions, including CMBS, ABS, project finance and credit facilities.</li></ul><ul><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $585 million provided to NTT DC REIT, a real estate investment trust listed on the Singapore stock exchange, in connection with its IPO. The credit facility is supported by the REIT’s assets, which consist of data centers located in the United States, Singapore and Europe. The facility includes an accordion feature, pursuant to which the borrower may request increases in the lenders’ commitments by up to $800 million. </li><li>Represented private equity fund in connection with the acquisition of a former automotive manufacturing facility in Ohio, and negotiation of construction contract for improvements to the site that will result in the transformation of the facility into a state-of-the-art manufacturing facility focused on the production of data center equipment. </li><li>Represented borrowers affiliated with GLP Pte. Ltd. in connection with several CMBS financing transactions (consisting of mortgage, senior mezzanine, and junior mezzanine financing tranches) aggregating in excess of $2.85 billion and secured by a total of 271 industrial and logistics properties located throughout the United States that were acquired from Industrial Income Trust through a merger transaction valued at $4.55 billion.</li><li>Represented Genentech, Inc. in connection with various lease financing transactions aggregating over $1.38 billion for the acquisition or construction of office buildings, pilot plants, and other manufacturing facilities. These transactions included a $520 million lease financing, the primary source of funding for which was a “single issuer” commercial paper program that was secured by condominium units created through the vertical subdivision of Genentech’s Vacaville, California, manufacturing campus.</li><li>Represented Boyd Gaming Corporation in connection with the real estate aspects of its acquisition of four Pinnacle Entertainment, Inc. casinos/resorts for cash consideration of approximately $575 million in conjunction with Penn National Gaming, Inc.’s $2.8 billion acquisition of the balance of Pinnacle Entertainment, Inc.’s assets. This representation included the negotiation on behalf of Boyd Gaming Corporation, as lessee, of master lease agreements with real estate investment trust Gaming and Leisure Properties, Inc. (GLPI) related to the land and real estate facilities associated with the casinos. </li><li>Represented Equity Residential in connection with its joint acquisition, with AvalonBay, of the assets of Archstone from Lehman Brothers, involving a valuation (including assumed indebtedness) in excess of $16 billion.</li><li>Represented UDR, Inc. in connection with a series of joint venture transactions with Metropolitan Life Insurance Company, relating to the acquisition or development of multi-family assets in California, New York, Texas, and other locations valued in excess of $2 billion.</li><li>Represented UDR, Inc. in connection with an agreement by Home Properties, L.P. to contribute apartment projects in the Washington, D.C., metropolitan area valued in excess of $900 million, in exchange for cash, assumption of debt, and limited partner interests in a “down-REIT” partnership that UDR formed and to which UDR contributed additional real estate projects having a value in excess of approximately $1.2 billion. This contribution transaction was part of an overall transaction among UDR, entities controlled by Lone Star Funds, Home Properties, L.P., and its general partner Home Properties, Inc., valued at approximately $7.6 billion, including associated property management and development management agreements.</li><li>Represented the general partner of 16 different real estate partnerships in connection with the contribution by that partner to a REIT’s operating partnership of its partnership interests in the partnerships, concurrently with the tender offer by the REIT for the partnership interests owned by all limited partners, in a transaction involving apartment projects valued at approximately $400 million.</li><li>Represented seller in connection with the sale of four Luxury Collection hotels to Starwood Lodging Trust for $350 million. Consideration for the transaction consisted in part of cash and in part of stock in Starwood Lodging Trust.</li><li>Represented luxury hotel developer Pontiac Land Group in connection with negotiation of joint venture and air rights lease with the Mayo Clinic for development of a luxury hotel on top of the premier building in the heart of Mayo Clinic’s Rochester, Minnesota, campus.</li><li>Represented a large asset management company in connection with the $144 million acquisition of a multifamily residential project and commercial project, each structured as separate condominium units within a mixed-use complex, in Bethesda, Maryland.</li><li>Represented a subsidiary of Mori Trust Co. Ltd. in connection with the $535 million sale of HQ@First, a three-building office park in San Jose, California, wholly leased to Micron Technologies, to a subsidiary of the KKR Real Estate Select Trust fund. Upon closing, this was the Bay Area’s largest office transaction in 2021. Our firm also represented Mori Trust Co. Ltd. in connection with its acquisition of this property in 2019, which was also the largest real estate transaction that year in Silicon Valley.</li><li>Represented Wells Fargo Bank as arranger and administrative agent in connection with $580 million in syndicated acquisition financing to a joint venture among affiliates of Douglas Emmett, Inc., Qatar Investment Authority, and Korea's National Pension Service in connection with the joint venture’s acquisition of a portfolio of office projects in the Westwood district of Los Angeles from affiliates of the Blackstone Group for $1.34 billion. Our firm also represented Wells Fargo in the $625 million refinancing of this loan in 2021.</li><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $750 million provided to Four Corners Operating Partnership, LP, the operating partnership of Four Corners Property Trust, in connection with its IPO and the spinoff and leaseback of real estate assets (consisting of 424 restaurant locations) by Darden Restaurants, Inc.</li><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $380 million provided to Prime US REIT, a real estate investment trust listed on the Singapore stock exchange, in connection with its IPO, secured by a pledge of ownership interests in subsidiaries that own office buildings located in major metropolitan areas of the United States and in connection with several exercises by the borrower of its accordion rights that increased the lenders’ commitments to $600 million.</li><li>Represented Hypothekenbank Frankfurt (formerly known as Eurohypo, A.G.) in connection with the disposition of portfolios of mortgage loans, mezzanine loans, and participation interests in mortgage and mezzanine loans, in separate transactions to Wells Fargo Bank, to a real estate opportunity fund sponsored by Blackstone, to a major money center bank, and to SunTrust Bank (now, Truist Bank). The aggregate consideration in connection with these dispositions exceeded $1.7 billion.</li><li>Represented administrative agent for senior lenders in connection with default by borrower on a $180 million construction loan for construction of luxury hotel in Paradise Valley, Arizona, appointment of receiver, forbearance agreement, foreclosure, inter-lender disputes, disputes with hotel manager related to performance guaranty payments due under hotel management agreement, evaluation of issues associated with bankruptcy of mezzanine lender (Lehman Brothers), and ultimate disposition of the project.</li><li>Represented co-arrangers and agents of senior construction loan for a $700+ million mixed‑use project in Flushing, Queens, in connection with structuring and documentation of solutions dealing with default by borrower; in connection with failure of mezzanine lender to fund its share of advances at the height of the financial crisis in 2009; in connection with litigation commenced by mezzanine lender against the administrative agent; in connection with litigation commenced by one of the senior lenders against the administrative agent; and in connection with several restructurings of the loan, sales of loan positions by lenders, and ultimate payment in full of the loan.</li></ul>

Thomas Fileti

Junichi Kurokoshi is a partner of Morrison Foerster Law Offices. Junichi’s practice focuses on the representation of Japanese and non-Japanese investment banks, commercial banks, private investment funds, pension funds, hedge funds, real estate developers, real estate operators and real-estate companies in the negotiation, structuring, documentation and arrangement of real estate and structured finance transactions, including non-recourse financing and refinancing, the acquisitions, dispositions, leasing, developments, operations and asset management and fund management arrangements for commercial and residential properties in Japan and the United States.In the 2026 edition of Chambers Asia-Pacific, Junichi is ranked in the Japan Real Estate category.

Junichi Kurokoshi

Real Estate