Caroline Harcourt represents owners, investors, lenders, developers and tenants in all aspects of commercial real estate. Caroline is the co-head of the firm’s Real Estate Finance Group and also leads the New York Real Estate Group. 

Caroline advises on acquisitions and dispositions, ground leases and space leases, development projects including large mixed-use development projects, joint ventures, borrower-side financing transactions, condominium projects and hotel management and related arrangements. She also represents lenders in connection with the origination, sale and purchase of mortgage and mezzanine loans and the negotiation of intercreditor, co-lender and participation agreements in multitiered debt stacks. Having practiced through several real estate cycles, Caroline also has considerable experience representing lenders, borrowers and investors in connection with distressed real estate loans and other assets, including forbearances, workouts, foreclosures and restructurings (both in and out of bankruptcy).

Representative Experience

Acquisitions, Dispositions and Development

  • Represented a joint venture between CommonWealth Partners and a major pension fund in its purchase of Hudson Commons, New York, NY for approximately $1.3 billion—reported to be the single-largest investment purchase in Manhattan since 2019.
  • 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 $2.2 billion and, concurrently, in obtaining $1 billion in financing.

View More

    • Represents 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 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.
  • Mortgage, Mezzanine, Construction and Bridge Loans and Intercreditor Agreements
    • Represents 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 mixed-use waterfront project along the Washington Channel of the Potomac River in southwest Washington, DC.
    • Represented Prima Capital Advisors in originating, acquiring and managing mortgage and mezzanine loans, B-notes and tranches of securitizations, including workouts and dispositions, for investment advisory clients in connection with its $5 billion portfolio. Representation includes negotiation of intercreditor, co-lender and other like agreements.
    • Represented an Asian sovereign wealth fund in (i) purchase of various mortgage loan interests, and associated co-lender agreements, and (ii) $1 billion+ mezzanine loan financing of a portfolio of U.S. properties, and tax planning associated with such acquisition.
    • Represented an Asian commercial bank in refinancing a luxury resort in Hawaii.
    • Represented various lending institutions in originating billions in securitized loans (mortgage and mezzanine) and construction loans.
    • Represents Fannie Mae in connection with non-delegated amendments, loan assumptions and other matters (relative to its entire multifamily loan portfolio).
    • Represents on-line lender in making loans secured by real property and cryptocurrency.
    • Represents sellers and purchasers of mortgage and mezzanine loans (or notes) and participation interests.
    • Represented DASNY (Dormitory Authority for the State of New York) in its financing of hospitals and health care facilities throughout New York State.
  • Leases Including Ground Leases
    • 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 DASNY (Dormitory Authority for the State of New York) in its lease of premises in downtown Manhattan.
    • Represented a publicly traded Swedish company in a long-term ground lease and joint venture, with respect to a development site in Manhattan.
    • Routinely represent multiple tenants and subtenants in leases and subleases (and associated work letters) relative to properties in and around New York City.
  • Joint Ventures
    • Represents investors, including funds, in investments in U.S. real estate, including formation of joint ventures for single asset or portfolio investments, and investment into existing entities.
    • Represented large pension fund in structuring and negotiating real estate joint venture agreements for real estate investments made throughout the United States.
    • Represented large financial services corporation in connection with the rollup of direct and indirect equity interests in a large portfolio of low-income housing tax credit properties into a master equity fund—as well as an offering of interests in the multibillion-dollar master fund. This transaction represents one of the largest secondary market offerings in the history of the low-income housing tax credit industry.
  • Distressed Real Estate
    • Represents multiple borrowers and lenders in debt and equity restructurings, including loan modifications and workouts and extension and forbearance agreements.
    • Represents funds and other lenders in loan enforcement, including judicial and nonjudicial foreclosures, UCC foreclosures, deeds or assignments-in-lieu-of-foreclosure and receiverships—and related analysis of intercreditor or co-lender agreements in tiered debt stack arrangements.
    • Represents funds and investors in purchasing (and diligencing) multiple distressed debt instruments, including loans in foreclosure.
    • Represented investment bank in restructuring $6.5 billion of mortgage and mezzanine loans secured by hotel/casinos and separately in restructuring $3.5 billion of bridge, mortgage and mezzanine loans in connection with retail shopping centers located throughout the United States.
    • Represented banks in providing debtor-in-possession financing.
  • Energy/Renewables
    • Represents GE Renewables in connection with siting an offshore-wind-component-production facility at the PSEG Salem / Hope Creek site in New Jersey.
    • Represented Orano in connection with ground lease for, and storage of, spent nuclear fuel.

Professional Highlights

Honors & Awards

  • Recognized by Best Lawyers (published by BL Rankings LLC), Real Estate Law and Land Use and Zoning Law (2024).

Associations

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

Speaking Engagements

  • “Purchasing Distressed Real Estate Debt: Performing Due Diligence, Documenting and Closing the Deal, Liquidating the Debt,” Strafford Webinars, March 12, 2024. Panelist.

View More

  • “Mezzanine Loan Enforcement under the UCC,” Swimming Lesson Videocast Series: Surviving and Navigating the Choppy Waters of Distressed Real Estate, December 12, 2020. Speaker.
  • “Commercial Foreclosures,” Swimming Lesson Videocast Series: Surviving and Navigating the Choppy Waters of Distressed Real Estate, December 4, 2020. Speaker.
  • “Episode #7: Real Estate and Financial Strategies during COVID-19,” The Pillsbury Industry Insights Podcast,  May 28, 2020.

Blog Posts

Education

  • J.D., Columbia Law School, 1986

    B.A., Princeton University, 1982
    cum laude

Admissions

  • New York

Languages

  • French