Steven M. Lutt
Mr. Lutt represents owners, developers and private equity investors in a wide range of domestic and international joint venture, partnership, financing and distressed debt real estate transactions, as well as the acquisition, disposition, development, leasing and management of various classes of real estate, including commercial, industrial, office, hospitality, residential and mixed use properties. Additionally, Mr. Lutt represents clients in the hospitality sector in connection with joint ventures, acquisitions, dispositions, public, private and government sponsored financings, including acquisition and construction financings, resort and condo-hotel developments, and management agreements. He also represents private equity investors and other clients in a variety of domestic and international mergers, acquisitions, divestitures, joint ventures and restructurings.
On both domestic and cross-border transactions, Mr. Lutt works in close cooperation with White & Case lawyers in related areas such as tax, bankruptcy, infrastructure/projects, securities and disputes, as well as with lawyers throughout our worldwide network.
- Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), a SPAC, in its US$15 billion business combination with Ginkgo Bioworks, Inc., a synthetic biology company, which uses technology to program cells for a potentially wide variety of uses, including fragrances and sweeteners, as well as mRNA vaccines and animal-free proteins.
- Hertz Global Holdings, Inc. (OTCPK:HTZGQ) in the US$7.22 billion reorganization and recapitalization of the company in the context of the company's Chapter 11 proceedings.
- Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.
- Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a leading distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.
- ION Acquisition Corp 1 Ltd. (NYSE: IACA), a SPAC, in its US$2.6 billion business combination with Taboola.com Ltd., an Israeli private company and a global leader in powering recommendations for the open web.
- ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.
Altria Group, Inc. in the US$1.2 billion sale by its subsidiary, UST LLC, of its Ste. Michelle Wine Estates (Ste. Michelle) business to Sycamore Partners Management, L.P.
- CVC Capital Partners in its acquisition of a majority stake in MedRisk, a leading provider of managed physical medicine services for the workers' compensation industry in the United States.
- Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company, a cartons manufacturing company.
- I Squared Capital Advisors and its portfolio company American Intermodal Management in a joint venture with Castle & Cooke Investments and its portfolio company Flexi-Van Leasing, whereby AIM will be combined with Flexi-Van, the third-largest marine chassis provider in the United States.
- A consortium composed of Brookfield Infrastructure, its institutional partners and GIC, Singapore's sovereign wealth fund, on the US$8.4 billion acquisition of Genesee & Wyoming Inc. (NYSE: GWR), a freight railroad owner and operator based in the United States.
- Motiva Enterprises in connection with its acquisition of Flint Hills Resources' chemical plant in Port Arthur, Texas.
- Harvest Partners, LP in its sale of Neighborly, a holding company of 21 service brands focused on repairing, maintaining and enhancing consumers’ homes and businesses via various online platforms, to Kohlberg Kravis Roberts & Co. L.P.
- Harvest Partners in its sale of TruckPro Holding Corporation, one of the nation's largest independent distributors of heavy-duty truck and trailer parts, to an affiliate of Platinum Equity.
- Sempra Energy, one of North America's leading energy infrastructure companies (NYSE: SRE), in connection with:
- its US$3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners, which integrates Sempra LNG, a leading developer of liquefied natural gas export infrastructure with IEnova (Infraestructura Energetica Nova, S.A.B. de C.V.), one of the largest private energy companies in Mexico. The transaction values Sempra Infrastructure Partners at approximately US$25.2 billion, including expected asset-related debt at closing of US$8.37 billion; and
- the sale of its equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co., Limited for US$3.59 billion in cash.
- Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.
- Quad-C Management, Inc. in its US$1.2 billion sale of AIT Worldwide Logistics Holdings, Inc., a leading global provider of transportation and logistics solutions, to The Jordan Company.
- Macquarie Infrastructure Corp. (NYSE: MIC) and its related entities in the sale of three businesses, including (i) the US$4.475 billion sale of its Atlantic Aviation business to KKR; (ii) the US$2.685 billion sale of International-Matex Tank Terminals to Riverstone Holdings LLC.; and (iii) the US$514 million sale of the MIC Hawaii businesses to Argo Infrastructure Partners, LP.
- Macquarie Infrastructure Partners in the acquisition of Netrality Data Centers from funds managed by Abrams Capital Management. Netrality owns and operates carrier hotel facilities, which act as data connectivity hubs for customers needing connectivity across multiple fiber networks, as well as colocation, powered shell, and wholesale data center solutions.
- Macquarie Infrastructure Partners and Uniti Group Inc. (NASDAQ: UNIT) with respect to the acquisition of Bluebird Network, LLC, the owner of an approximately 5,200-mile fiber network in Missouri and Illinois.
- A Middle Eastern institutional investor in connection with:
- its limited partnership investment in a multibillion-dollar mixed-use development project in the Hudson Yards district of New York City; and
- its joint venture common and preferred equity investment in a US$400 million branded hotel and residential condominium project in the United States.
- A China-based investor in connection with:
- its US$270 million investment, as 80 percent equity partner, and first outside investor with leading world-wide developer for the development of a 1.3 million rentable square-foot property to consist of office building and retail areas to be located in the Hudson Yards district of NYC;
- its US$201 million investment, as 80 percent equity partner, and first outside investor with leading world-wide developer for the redevelopment of an existing high profile property located in Brooklyn, NY into approximately 622,000 of new rentable square feet of office space to be overbuilt on existing retail portion of the property; and
- its acquisition of a 106-acre, 450,000-square-foot conference center in the New York suburbs, and in retaining a hotel/center manager to manage the property.
- A foreign investor in connection with:
- its investment in two joint ventures developing senior living facilities in New York City;
- its acquisition of a minority stake in a real estate joint venture that holds a diverse group of 25 properties in the western United States;
- its acquisition of a 49 percent stake in a real estate joint venture wholly owned by a US-based real estate fund, which retained a 51 percent interest. The JV holds a diverse group of real estate investments through its REIT subsidiaries; and
- its joint venture investment for an approximate 40 percent equity interest in a mixed-use office/retail/residential project in Austin, Texas.
- Sempra Energy (NYSE: SRE) in the US$1.275 billion acquisition by Oncor Electric Delivery Company LLC, a subsidiary of Sempra, of InfraREIT, Inc., which owns electrical power lines, substations and transmission towers in Texas, We also advised Sempra Energy in the acquisition of a 50% limited partnership interest in a holding company that will own Sharyland Utilities, LP, a Texas-based electric transmission utility owned by members of the Hunt Family.
- Mubadala Investment Company in the sale of XOJET, the leading on-demand private aviation services platform in the United States, to Vista Global Holding Limited.
- Carlyle Power Partners in the US$590 million acquisition of three natural gas-fired generation facilities in New England, known as Bridgeport Energy, Tiverton Power and Rumford Power.
- An international private equity fund based in Hong Kong, in its investments in joint ventures for two office tower projects and a luxury residential condominium project, all in New York City.
- A Middle East-based sovereign wealth fund in its acquisition of two luxury hotels for an aggregate price exceeding US$400 million, with one hotel in Washington, DC and the other in New York City.
- Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board.
- FRHI Holdings Limited (FRHI), Qatar Investment Authority (QIA) and Kingdom Holding Company of Saudi Arabia in the US$2.9 billion stock-and-cash sale of FRHI, the parent company of luxury hotel brands Fairmont, Raffles and Swissôtel, to AccorHotels.
- HGA Real Estate US Invest LLC in connection with:
- its sale of five multi-family properties located in the Houston area and related partial defeasance of the mortgage loan secured by such properties; and
- its five refinancing loans issued by a large institutional lender in the aggregate amount of US$62.7 million, secured by five multi-family properties located in Texas and Maryland.
- UNIZO Holdings Company, Limited (formerly Jowa Holdings Company, Limited) in its acquisition of three office towers located in New York City with an aggregate purchase price of nearly US$400 million.