DAVID MILLER is a partner in the New York office. His practice primarily relates to the tax aspects of the acquisition, ownership and disposition of domestic and foreign real estate and entities that own those assets, integrated with the financial products and transactions used in financing such investments, both institutionally and through the capital markets. He works extensively with public and private equity and mortgage real estate investment trusts and private equity funds, as well as with pension trusts and other investors in real estate, both through funds and in institutional joint ventures. His practice includes international tax matters relating to inbound and outbound real estate investments, both for United States financial institutions and private equity funds investing globally and for foreign private and sovereign investors in United States real estate, including infrastructure and natural resources. In recent years, that work has included inbound and outbound investments in distressed real estate and real estate-related debt instruments by those types of investors. Much of his career has been devoted to working for issuers, underwriters and holders of mortgage-backed securities and collateralized debt obligations. He worked directly on the development of the original legislation creating real estate mortgage investment conduits and the related regulations. In 2017, The Legal 500 US recommended David for Tax: Financial Products.
Representative matters include:
- Represented Equity Office Properties Trust in its $39 billion acquisition by The Blackstone Group. This transaction, which closed in early 2007, is one of the largest leveraged buyout transactions in history and was named the “Real Estate Deal of the Year” by Investment Dealers’ Digest.
- Advised Brookfield Asset Management Inc. in its $7.5 billion bid for The Mills Corporation, the developer, owner and manager of a diversified portfolio of 38 retail malls and entertainment centers.
- Represented CNL Hotels & Resorts, Inc., the nation’s second largest hotel real estate investment trust, in its $6.6 billion acquisition by Morgan Stanley Real Estate.
- In the healthcare sector, advised Provident Senior Living Trust in its $1.2 billion acquisition by Ventas, Inc.
- Advised Provident in 2004 when it was created to acquire assisted living facilities from Fortress Investment Group funds.
- Represented the underwriters in KKR Financial Corp.’s $900 million issuance of common stock.
- Represented the underwriters in Fortress Investment Group’s $634.3 million initial public offering. Fortress is the first global alternative asset manager listed on the New York Stock Exchange.
- Represented the underwriters in Weingarten Realty Investors’ $500 million issuance of convertible notes.
- Represented Criimi Mae Inc., an NYSE-listed commercial mortgage REIT, in its $328 million acquisition by Caisse de Depot et Placement du Quebec.
David is also a co-author of "Revenue Procedure 2010-30 Eases Release of Liens by REMICs in the Case of Commercial Mortgage Loans Secured by Multiple Real Properties," published in Tax Management Real Estate Journal (Vol. 27, No.1, January 5, 2011).