Hudson Yards. Terminal Stores. Amazon HQ2. Fried Frank’s Ross Silver Was There.

reprints


It was early February of this year, and Ross Silver was moments from finalizing one of the biggest deals of his career. For such a prolific lawyer, partner at Fried Frank, and 32-year industry vet, that’s saying something. But this time, the potential tenant was Amazon, and it was moving a substantial part of its operation to New York City after conducting a gripping national real estate sweepstakes to determine which U.S. city would be the beneficiary of its HQ2 project.

SEE ALSO: Shell Yeah: TF Cornerstone’s Jeremy Shell on a Post-Amazon LIC and Beyond

Silver was in the trenches representing Savanna, the landlord at Long Island City’s One Court Square office tower, where Amazon had agreed, in principle, to lease about a million square feet. The final few paces to the finish line looked free and clear.

“Everything was great,” Silver recalled. “[Amazon] had a really good team of people that we liked a lot. It was a cordial but heavy negotiation, and I’ll only say that we were well on the way to what we thought was a deal.”

But right before Amazon announced it was turning its back on the Big Apple, pulling out of any and all negotiations, Silver said he saw a bit of the writing on the wall.

“That last week or so, before the [withdrawal] announcement, we had a couple of all-hands conference calls,” Silver said. He could tell things were starting to come apart between the parties in the heat of the political duress pressing on lawmakers to turn away the would-be corporate denizen. Even so, Silver said, he wasn’t sweating bullets.

“Yes, it was the negotiation of a mega-lease, but the fact that there was publicity about it didn’t increase the pressure,” Silver said. “It was really just like a normal negotiation on a very large lease deal.”

You can’t win ‘em all. The knowledge that the deal faltered far above Silver’s pay grade made it not weigh as heavily on the 57-year-old partner. In any case, it’s not like Silver hasn’t pulled down more than his fair share of awesomely important negotiations in the last 12 months.

In fact, on a square-footage basis, the Amazon deal wasn’t going to be the deal of the year for Silver, anyway.

That honor would be WarnerMedia’s $2.2 billion sale-leaseback of a 1.5-million-square-foot office condominium at 30 Hudson Yards. And if that wasn’t compensation enough, there was L&L Holding Company and Normandy Real Estate Partners’ $900 million acquisition of the Terminal Warehouse for conversion into a retail hall. There was also Blackstone’s $475 million acquisition of Parker Towers, a massive apartment complex in Forest Hills. And there was the last-minute bid, after Amazon’s departure, to keep Altice, a cable-TV giant, as the tenant in place at One Court Square.

Each was negotiated, on one side of the table, by the same figure: a friendly and staggeringly unassuming lawyer who nonetheless seems to have managed to corner the market for legal advice on marquee deals.

“He’s got a great personality, and he balances his sense of humor with being a consummate professional,” said Andrew Kurd, a Savanna managing director who worked with Silver on the One Court Square negotiations. He didn’t speak directly to the Amazon negotiation, but he did make clear his view that Silver’s representation gave the firm its best shot at closing a deal.

“The biggest thing, when you don’t have good representation, is that big problems are made out of things that aren’t important,” Kurd said. “Ross knows what’s important, what to care about, and when it’s appropriate to compromise on certain items.”

Silver’s low-key demeanor might be more than a happenstance. In an industry in which the execs attached to the biggest buildings are often attached to the biggest egos too, staying relatively innocuous seems to be a premeditated part of Silver’s game plan.

“Everybody remembers the lawyers they’ve dealt with who are, to put it bluntly, assholes,” Silver explained at Fried Frank’s One New York Plaza headquarters one morning last month. “Nobody likes that. I’ve had clients of mine who’ve told me, ‘we don’t use this or that person anymore, because everybody hates him and we can’t have our counsel being hated.’ ”

Silver clearly isn’t. For one thing, he’s been part of the furniture at Fried Frank for three decades — and even longer, if you count his time as a summer associate at the firm during his law school years at New York University.

It’s a company that seems to breed good sports who give the lie to the image of lawyers as attack-dogs-for-hire. (The head of its property group, Jonathan Mechanic, is about as likable a face as you’ll find in Big Apple commercial real estate.)

Mechanic and Silver have watched as a real estate practice that numbered about a dozen attorneys in 1987 has grown to a team nearly 10 times as numerous: 110 lawyers, plus their support staff. Aside from the sheer prolificacy of deals to which Silver has tagged the Fried Frank name, a key facet of his long career has been his identity as a generalist. Unlike other legal eagles who might specialize in construction, finance or litigation, Silver has insisted on staying expert in enough areas of the law to be a true jack-of-all-trades.

That’s earned him an epithet that sounds disparaging at first, but Silver wears the term with pride.

“I consider myself a ‘dirt lawyer,’ ” Silver said. “‘Dirt’ meaning that my primary focus has always been representing owners, developers and tenants.” Work, in other words, that ties Silver’s legal machinations to the very rivets and crossbeams his clients own or lease. “We really cover the gamut.”

A native of Baldwin Harbor, N.Y., a small seaside town in Nassau County, Silver went to college at the University of Pennsylvania in the early 1980s, where he passed the only significant quantity of time in his life he’s spent away from the tristate area. At school, he compiled an impressive academic record that culminated with a dual degree: a bachelor’s in marketing from the Wharton School as well as a degree in politics from the university’s arts and sciences college.

His first inkling was to try to be a sports agent, a dream that he nursed during his law school years. But during a Los Angeles internship with Manatt, Phelps & Phillips, a law firm that represents entertainment and sports clients, a candid mentor advised him that the career was less glamorous than Silver had hoped.

“The guy who was the head of the sports group … sat me down one day and said, ‘Let me tell you what agents do,’ ” Silver recalled. “ ‘What you hear about is when they sign big contracts. But what they really do is, at 3:00 a.m., you’re going to get called up because there’s a DUI, or somebody’s filed a paternity suit.’ I decided pretty quickly that that wasn’t right for my personality.”

As he continued to chart a path through law school, it became clear that litigation wasn’t the right path either.

“You know, the few briefs that I wrote in my [civil procedure] classes — yeah, that was enough for me,” Silver joked.

That left him at a bit of a loss.

“When [I was younger], you saw litigators on TV. You didn’t see real estate lawyers. And all you read about in the papers was mergers and acquisitions — that was king back then,” Silver remembered. “One of the big reasons I came to Fried Frank was that you had the ability to do rotations in different departments. I came to real estate in large part because a friend of mine was a senior associate here and was raving about the group.”

In Mechanic’s telling, the match was a good one from the start. “As a summer associate, Ross had a sense of humor. He was smart and he was irreverent. That means he had all the talents to be a real estate lawyer,” the Fried Frank real estate chairman said. “He’s a very good people person, which is important because there’s so much negotiation.”

img 3497 edit Hudson Yards. Terminal Stores. Amazon HQ2. Fried Franks Ross Silver Was There.
Jonathan Mechanic. Photo: Emily Assiran/Commercial Observer

It also helped that Silver clearly already had the chops to handle the wide range of deal types that were key parts of Mechanic’s plan for the firm’s growth into an industry titan.

“We had the vision that if you had an extraordinary land-use practice coupled with a transaction practice, two and two would make 12,” Mechanic said.

As Silver’s career kicked into high gear, it was a heady time for lawyers with a knack for complex property deals. In the early 1990s, the first wave of the securitization revolution was in full swing, which meant ever-more-complex financing arrangements.

“First, it was First Boston that was leading the [securitization] market, lending at nearly 100 percent loan-to-value, believe it or not,” Silver said. “And then Lehman got into it in a big way. The 90s were the go-go days when there was so much transactional work going on.”

Mechanic turned out to be an avid booster of Silver’s young career. At the start of one cab ride to a tete-a-tete with opposing counsel early in Silver’s tenure at Fried Frank, Mechanic announced that the meeting would be Silver’s to run, pledging to zip his lips and let his junior associate steal the show.

“You make judgments about people. Ross has talent, and he was mature beyond his years,” Mechanic said. “The circumstance was such that I thought he’d be able to run the meeting. Obviously, I wasn’t going anywhere, a bit like when you take a car out for a test drive. But the good news is that I didn’t have to apply the brakes.”

Silver recalled the event as doing wonders for his confidence — a crucial trait in a legal field that earns its keep negotiating agreements worth hundreds of millions of dollars.

Silver’s confidence came up unprompted in a conversation with Lev Gordon, the director of global real estate for AllianceBernstein, a mighty asset manager and financial trader. In a play that was finalized last year but began long before, Silver led negotiations for two lease deals at once for the company. The firm, long based in Manhattan, had decided to split its headquarters between new office space in The Spiral at Hudson Yards, and a second HQ in Nashville. On the strength of his reputation, Gordon hired Silver to handle the legalities and came away impressed with the lawyer’s assurance.

“His self-confidence was a big part of it,” Gordon said of Silver’s negotiating demeanor. “He’s very precise on how he approaches his work. He explained the firm’s approach as to how they’d try to achieve the maximum possible for our lease while still making it acceptable to both sides, and he clearly proved he could achieve that.”

Every deal has its unique challenges, and on the AllianceBernstein deal it was important to get terms relating to the building’s mechanicals correct. The firm planned to run an important trading operation out of its space in The Spiral, so Gordon insisted on being clear about landlord Tishman Speyer’s responsibility for ensuring good connectivity and utilities provisions.

“We spent a lot of time with the Tishman Speyer technical people on what they were doing on the floors that AllianceBernstein was going to be on,” Silver said. “You have to understand, when representing a tenant, the things that might be really important to them logistically. You have to be responsive to their needs.”

The Nashville component of the deal represented an added challenge because it meant having to balance a high-leverage negotiating stance in Tennessee with a much less powerful posture in the Big Apple.

Gordon was impressed with the result.

“We were a big fish in Nashville, taking over 60 percent of our building there. But we were not that big a fish in New York, with about 190,000 square feet in a 3-million-square-foot building. But it worked well for us, and a substantial part was the legal help.”

At One Court Square, Silver was able to earn his keep even after Amazon backed away. In short order, Savanna re-signed a current tenant, Altice, to a 100,000-square-foot lease to make up some ground the company lost from Amazon. (Altice was on the verge of being booted from the building to make way for Amazon.) More recently, Silver was on hand to supervise lease negotiations with a second tenant for the Long Island City tower, a company that Silver said could wind up occupying about 500,000 square feet there. (All parties involved declined to name names just yet.)

Mitchell Konsker, a JLL broker who represented Savanna alongside Silver and has known Silver for two decades, said the company couldn’t have had a better lawyer in its stable for the high-intensity negotiations.

“He’s very hands-on,” Konsker said, “and I’ve always found that clients have the utmost respect for him. He comes up with creative solutions, and he doesn’t take arbitrary positions in a lease negotiation. His advice is sage.”

The public spotlight — and the sheer size of the space to be accounted for — underscored Silver’s success in the deal, the broker said.

“We leased over half a million square feet of transactions at One Court Square, and [the negotiations] were very intricate with respect to the early occupancy of the space. [Silver] had to deal with lenders and tenants on both sides, including Citicorp” — a company synonymous with the recognizable LIC tower, Konsker said. “He’s a roll-up-the-sleeves type of lawyer, and without that, we would never have been able to lease all that space.”

Silver has also kept busy repping borrowers in financing deals. He steers clear of advising lenders — more of a specialty trade covered by a different group of Fried Frank attorneys — but that’s just as well these days, when sponsors seem to have all the leverage anyway.

“There’s definitely more flexibility now [from lenders],” Silver remarked. “In terms of negotiating these days, it’s not so much the old golden rule — it’s more that whoever has the gold, makes the rules.”

On that front, Silver may not have quite as much skin in the real estate game as the clients he advises. But nonetheless, his work alongside Mechanic growing one of the city’s preeminent real estate practices has certainly left an impression. Indeed, Mechanic speaks of Silver as family. Well, almost.

“Ross and I are very close. My younger son’s name is Ross!” Mechanic blurted out in a phone call last week.

Named after Silver?

“No, there’s no attribution there,” Mechanic demurred. “But there is Big Ross and Little Ross. I’m obviously very fond of him … both of them, in fact!”