In a deal that severs a long-running and contentious marriage of real estate in Hong Kong convenience, Vornado Realty Trust has acquired control over two major office buildings from a group of Hong Kong investors that have been feuding with Donald Trump, who retains a limited-partnership interest in the deal.
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Vornado (nyse: VNO - news - people ) is paying $1.8 billion for 100% of the stock of a group of offshore companies that, through U.S. entities, owns a 70% controlling interest in 1290 Avenue of the Americas in Manhattan and 555 California Street in San Francisco.
The deal for the general partnership that controls 70% of the Class A buildings effectively leaves Donald Trump holding a 30% bag. That's his stake in a limited partnership managed by the entity now in Vornado's hands.
The seller is Hudson Waterfront Associates, the Hong Kong group that acquired ownership of the two buildings in tax-free 1031 exchanges using the fruits of its $1.7 billion sale of Riverside South to Extell Development and the Carlyle Group in 2005.
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Hudson Waterfront bought the sprawling Riverside South land, on the Hudson River in Manhattan, in the mid-1990s from a then-overextended Donald Trump for $100 million, retaining Trump as a limited partner. After the 2005 sale, the group then bought the two office buildings through U.S. entities controlled by an offshore holding company, which also included Trump's 30% limited-partnership held over from the Riverside South sale.
For Vornado, control of the shares in the partnership means control of the buildings at close to bargain prices--"cheaper, but not cheap," says one market observer. VNO is paying $1 billion in cash and taking on nearly $800 million of existing debt, including $308 million secured by 1290 Avenue of the Americas and $489 million secured by 555 California Street. The 2 million-square-foot 1290 Sixth Ave. is fully leased, while 555 California is 94% occupied.
According to Vornado, the pricing works out to approximately $775 per square foot for the Manhattan building and $575 per square foot in San Francisco. With comparable buildings going for more than $1,200 per square foot in Midtown Manhattan, Vornado is getting a deal, basically because the sellers won't be paying taxes on profits from the sale since it is being processed through the sale of stock in offshore companies. So those savings are being passed on to Vornado (as is any future tax liability). If Vornado ever somehow unwinds the offshore structure and sells the properties to domestic interests, it would incur the deferred tax payments that Hudson is avoiding.
Don't look for that to happen anytime soon.
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