Irvine Company Affiliate in Investment in $22.2 Billion REIT Acquisition

October 5, 2007

Cleary Gottlieb represented an affiliate of The Irvine Company in its $1.48 billion investment in a joint venture with affiliates of Tishman Speyer Properties, L.P. and Lehman Brothers Holdings, Inc. The joint venture purchased a portfolio of apartment buildings acquired by Tishman and Lehman through their acquisition of the Archstone-Smith real estate investment trust for $22.2 billion. The Archstone-Smith REIT was acquired on October 5. It entailed taking the REIT private by cash and stock purchase and merger of the Archstone-Smith Operating Trust with a partnership sponsored by Tishman and Lehman affiliates.

The Archstone-Smith REIT was a public REIT with one of the largest apartment building holdings in the United States, including over 86,000 apartment units, mostly in Washington, D.C., New York, Boston, Los Angeles and San Francisco.

Irvine acquired a 90% stake in a joint venture that will own and manage 16 high-end apartment communities in the Orange County and San Diego, California area. Irvine also invested in a Tishman and Lehman-sponsored private equity fund in connection with the Archstone-Smith acquisition.

Irvine is a privately held real estate investment company known for its portfolio of investment properties, which include major office buildings, hotels, apartment communities, marinas and retail centers, mostly within Southern California, as well as its sustainable communities development initiatives in Orange County.