Skip to: Content
Skip to: Site Navigation


John P. Napoli

Partner

John P. Napoli
« Back

Affiliations

  • New York State Bar Association, Tax Section
  • American Bar Association, Tax Section
  • Co-chair of the American Bar Association's Tax Section's Real Estate Sub-Committee on REITs

Representative Engagements

  • Formation and structure of Cali Reality (now Mack-Cali Realty Corp.), a multi-state office building REIT, in connection with its initial public offering
  • Sale of Mystic Beverage Company to Triarc Company for $87 million
    Cali Realty’s (public REIT) acquisition of Robert Martin Portfolio valued at $440 million
  • Kushner Company’s acquisition of WNY Group, Inc.’s (private REIT) portfolio valued at $280 million
  • Underwriter’s counsel in connection with the formation and initial public offering of Pan Pacific Retail Properties, Inc. a west coast shopping center REIT
  • BIB International acquisition of 99 Burger King franchises valued at $110 million
  • Cali Realty Corporation’s merger with the Mack Company and Patriot American Office Group in a transaction valued at $1.2 billion
  • South Beach Beverage Company’s sale of assets (SoBe) to Pepsico for $353 million
  • Formation and structure of Philips International Realty Corp, a regional shopping center REIT in connection with its initial public offering
  • Structuring of the sale of $100 million of assets by Philips International Realty Corp. to KIR Income Operating Partnership, an affiliate of KIMCO Realty Corp., a national REIT
  • Structuring the liquidation of Philips International Realty Corp.
  • Representation of an investment venture fund in connection with an Internal Revenue Service audit regarding the possible application of the partnership anti-abuse rules
  • Structuring the sale of a $30 million office building in Miami, Florida which is presently  under construction.  Structuring the transaction was complicated by the need to: (a) accommodate the buyer’s desire to immediately invest cash into the transaction; (b) accommodate the seller’s desire to achieve desirable tax treatment on the sale proceeds; (c) defer the final sale until construction of the building is completed later in 2003; and (d) obtain the consent of the construction lender to the overall transaction.
  • Structured “parking” arrangements to facilitate “reverse exchanges” in order to qualify as tax–deferred like kind exchanges under Section 1031 of the Code.
  • Structured tenancy-in-common (“TIC”) interests to facilitate tax free like kind exchanges under Section 1031 of the Code.

Presentations

  • "Comparing Real Estate Routes to Market: REITS, Secondaries, Funds-of-Funds, Hedge Funds & Real Estate Private Equity," Information Management Network’s Real Estate Opportunity & Private Fund Investing, Laguna Beach, CA (January 23-25, 2008)
  • “Joint Ventures with Opportunity Funds, Tax- Exempt Investors & REITs.” The Practicing Law Institute Tenth Annual Real Estate Forum, New York, NY (January 31-February 1, 2008)