Caroline Harcourt, a partner in Pillsbury’s Real Estate practice, represents lenders, owners, investors, developers and tenants in all aspects of commercial real estate.

Caroline advises on acquisitions and dispositions of property, development projects including large mixed-use development projects, joint ventures, borrower-side financing transactions, ground leases and space leases, condominium projects and hotel management and related arrangements. She also represents lenders in connection with the origination, securitization and sale of mortgage and mezzanine loans, the negotiation of intercreditor, co-lender and participation agreements in multi-tiered debt stacks and the workout and restructuring of (both in and out of bankruptcy) of distressed real estate loans.

Representative Experience

Acquisitions and Dispositions

  • Represented USPS (the Postal Service) in connection with the long term lease of a portion of the Morgan General Mail Facility located on the West Side of Manhattan – reported to be the 8th largest office transaction in the United States in 2019 according to Real Estate Alert. The publication reported the all-in present value of the deal at $798 million.
  • Represented a joint venture between Commonwealth Partners and a major pension fund in its purchase of 787 Seventh Avenue, New York, NY for approximately $2 billion and, concurrently, in obtaining $1 billion in financing.
  • Represented a publicly traded Swedish company in two transactions: 1) a joint venture to acquire and develop a midtown property for office and retail use; and 2) a long term ground lease and joint venture with respect to a development site in Manhattan.

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  • Represented owner of development parcel in Long Island City, Queens, in its sale of the development site to a large New York City developer.
  • Represented foreign purchaser of office building located at 400 Madison in midtown Manhattan.
  • Represented real estate investor in the sale of a 49 percent interest in 1211 Avenue of the Americas, New York, NY - and formation of a private REIT to hold title to the building.
  • Represented owner in its sale of the U.N. Plaza Hotel, located in midtown Manhattan.
  • Development Projects
    • Represented corporate end user in connection with the development of Time Warner Center, including the purchase and sale agreement for the site, joint venture arrangements, development agreements, construction and construction management agreements, construction loan documentation and condominium documents.
    • Represented developer in the development and ground-up construction of a hotel and retail project at Battery Park City (in lower Manhattan), including construction and permanent loans for both the hotel and retail portions of the project, joint venture agreements, hotel management agreements, ground lease documentation and creation of a commercial condominium.
    • Represented trading exchange in development of a trading facility in lower Manhattan, including the negotiation of the ground lease, construction loan documents, and development and management agreements.
  • Joint Ventures
    • Represent investors, including funds, in investments in real estate in the US, including formation of joint ventures for single asset or portfolio investments, and investment into existing entities.
    • Represented real estate opportunity fund in the formation of a joint venture to recapitalize an existing multi-family project.
    • Represented large pension fund in structuring and negotiating real estate joint venture agreements, for real estate investments made throughout the United States.
  • Mortgage, Mezzanine, Construction and Bridge Loans and Intercreditor Agreements
    • Represent CommonWealth Partners and its affiliate, Fifth Street Properties, in multiple financings of properties in its portfolio (in NYC and in California).
    • Represented Hoffman-Madison Waterfront, a public-private partnership, in obtaining construction financing and permanent financing (including mezzanine debt) relative to a $2.5 billion, 3.2 million-square-foot mixeduse waterfront project along the Washington Channel of the Potomac River in Southwest Washington, DC.
    • Represent an investment advisor, whose clients include US and foreign pension funds and sovereign funds, in mortgage, mezzanine and B-note lending, acquiring B-Notes and tranches of securitized debt, and the negotiation of intercreditor, co-lender and participation agreements.
    • Represented investment bank in the origination of $6.5 billion of mortgage and mezzanine secured by interests in hotel casinos.
    • Represented investment bank in the origination of $3.5 billion of mortgage loans provided in connection with the acquisition of retail REITs.
    • Represented commercial bank in the origination and syndication of various construction loans relative to the construction of condominium and multi-family properties in New York City, California and Nevada.
  • Distressed Real Estate
    • Represent multiple borrowers, lenders and investors in drafting and negotiating Pre-Negotiation Agreements, Forbearance Agreements and Loan Restructuring Agreements of all kinds.
    • Represented investment bank in restructuring $6.5 billion of mortgage and mezzanine loans secured by hotel/casinos.
    • Represented investment bank in restructuring $3.5 billion of bridge, mortgage and mezzanine loans in connection with retail shopping centers located throughout the United States.
    • Represented investment bank in providing debtor-in-possession financing for a casino.
    • Represented investment banks in loan foreclosures (including mezzanine loan foreclosures) and work-outs.

Professional Highlights


  • Former president of WX, New York Women Executives in Real Estate


  • J.D., Columbia University School of Law, 1986

    B.A., Princeton University, 1982
    cum laude


  • New York


  • French