Meister Seelig & Fein is representing long-time client SL Green along with RXR in a dispute concerning a proposed Uniform Commercial Code (“UCC”) foreclosure sale of the pledged equity interests in the controlling entity of Worldwide Plaza. The property is owned by SL Green, RXR, and Ashner.
The foreclosing party, an affiliate of Gary Barnett/Extell, purchased an approximately $190 million senior mezzanine loan behind a CMBS senior loan of just under $1 billion. We challenged the proposed auction structure, arguing that the sale terms were not “commercially reasonable” under the UCC because the “Qualified Transferee” requirements in the intercreditor agreement, applicable to both loan buyers and collateral bidders, set financial thresholds that would exclude a significant portion of the bidder universe and chill bidding. We further argued that these thresholds were established in 2017 when Worldwide Plaza was valued far higher than it is today, the requirements are out of date and unreasonable.
On January 14, 2026, Justice Masley (New York County Commercial Division), on our order to show cause, restrained the UCC sale that had been scheduled for January 15 and postponed the sale to January 29, 2026. The court ordered the foreclosing party to make an immediate evidentiary showing addressing these issues, including whether the Qualified Transferee requirements and related disclosures could chill bidding and whether the foreclosing party satisfies the stated financial thresholds.
Stephen B. Meister, Co-Founder of Meister Seelig & Fein, argued the matter on behalf of SL Green and RXR, assisted by Partner Mike Regan and Counsel David Gold.