Atlantic Yards Case Study - PennIUR

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,,:,1WWilsonCenterHUGComparative Study of Urban Regeneration inthe United States and South KoreaWilson Center – Korea Housing and UrbanGuarantee Corp (HUG)Joint Research InitiativeCase StudyATLANTIC YARDS, BROOKLYN NEW YORKAuthorsDR. EUGENIE BIRCHAMANDA LLOYD, MCPPENN INSTITUTE FOR URBAN RESEARCHFinal ReportSeptember 15, 20201

This paper was originally prepared for a joint research initiative between the Korea Housing and UrbanGuarantee Corporation (HUG) and the Woodrow Wilson International Center for Scholars, “ComparativeStudy of Public Financial Support for Urban Regeneration Projects in Korea and the United States,”presented on September 9, 2020.2

Table of ContentsINTRODUCTION . 4PROJECT BACKGROUND . 4Location. 4Site History . 5ATLANTIC YARDS PROPOSAL . 6Barclay’s Center . 8Residential Construction. 9PUBLIC BENEFITS AGREEMENT . 10Amenities . 10Economic Impacts . 11PROJECT STAKEHOLDERS . 12Public Agencies. 12Private Partners & Investors. 13PROJECT FINANCING . 14Overview . 14Project Budget Summary. 14Arena - Public Financing. 15Arena - Private Financing . 17Residential/Commercial - Public. 17Residential/Commercial – Private . 20OBSERVATIONS . 211. LOCAL (AND REGIONAL) OPPOSITION . 212. COMPLEXITY AND LOCAL REAL ESTATE MARKETS . 22Location. 23Land Assembly Process. 23FAR Density . 23Public Transportation Investments. 23Public Partners . 23Market cycles . 24In conclusion. 24Table 1 General Plan Agreement elements . 7Table 2. 2009 Project Budget Estimate. 14Table 3 Public Financing Summary . 15Table 4. Estimated Fiscal Impacts of Atlantic Yards Arena . 16Table 5. Total Arena Investments . 17Table 6. Residential Construction through 2020 . 20Table 7 Hudson Yard Comparison. 223

INTRODUCTIONAtlantic Yards, now named ‘Pacific Park’, is a 4.9 billion megaproject in Brooklyn, New York proposedby the development firm Forest City Ratner (‘FCR’) in 2003. FCR signed a public-private partnership,called the General Plan Agreement, with the State of New York in 2006 to support Phase 1 arena andinfrastructure construction.Anchored by a basketball arena to host the Nets basketball team owned by Bruce Ratner, the 22-acremasterplan includes 16 mixed-use residential high-rise buildings, and a platform over the open-airVanderbilt railyard for new towers. The proposed completion date of 2016 is now 2035. However,affordable housing requirements in the General Plan Agreement must be completed by 2025.The complex project has faced multiple hurdles, including land assembly, lawsuits, communityopposition, a global market crisis, and spiraling costs in both Phase 1 and 2. As of mid-2020 only thearena and six residential towers have been completed.Figure 1. Rendering of complete site, facing west towards Manhattan (Greenland USA, the majority owner by 2013))Project BackgroundeCLocationThe 22-acre (9 hectare) project site at theintersection of Flatbush Avenue and AtlanticAvenue, commercial corridors through the heart ofBrooklyn’s residential neighborhoods. The site is1.5 miles east of downtown Brooklyn and only 5subway stops from Wall Street.4lWill,nY-hurlJ Rrirtry,--EAS 'ft'l'-LIMAS8!.New York"WILll'"j'SlilURG9s oo r'/ iJ·,yY&r:llJrc,ok))l\B1irJi;t-r'k;Gc oi riC/ilebmlDeblbJ.'!flo.tlI atlTr.- tJ. tt: 1 -i9 "V11"' ·,-;/::.:.t\ ·.l o.,,rl)cc,.i ff; \;- ., ,:;:,j' T,,.,:aI- -lo It sits at the center of four distinct neighborhoods –Park Slope, Fort Greene, Clinton Hill, and ProspectHeights. It is bordered by Atlantic Avenue to thenorth, Dean Street to the south, Flatbush AvenueClB\ . ,;! QOOWAI/Ui'"- ,,Q/ - OOKL YN%--- fRrrmklyri-- B-lranicGUd )Figure 2. Site location in Brooklyn, New York4

to the west and Vanderbilt Avenue to the east. TheVanderbilt railyards (8.5 acres) covers forty percentof the site and are part of the Atlantic Terminal LongIsland Railroad’s Atlantic Terminal for commutertrain lines across the street.Site HistoryNineteenth Century. The open-air Vanderbilt Yardswere built in 1877 as part of Atlantic Terminal, the3rd largest transit hub in New York City, to serviceBrooklyn’s thriving ports, industries and fast-growingresidential neighborhoods. The site is the terminusfor eleven regional rail lines, where users canconnect to ten subway lines and eleven bus lines. Bythe 1890’s the surrounding area was densely packedwith rowhomes, including neighborhoods of middleclass African-American dock workers.Figure 3. 19th Century Vanderbilt railyardsPost-War Brooklyn. After World War II, Brooklyn’s manufacturing industries started to decline. Brooklynports closed as deep-water container ports were opened in New Jersey. Adjacent middle-classneighborhoods lost their jobs, and many families moved to Long Island and New Jersey. However,Atlantic Terminal and the Vanderbilt railyards remained a critical part of regional rail infrastructure.1950’s. In 1954 the City Planning Commission designate the area near Atlantic Terminal as ‘blighted’.Nearly 70% of the Atlantic Yards site - properties fronting Atlantic Avenue - fell within the boundaries ofthe newly designated ’Atlantic Terminal Urban Renewal Area’ (ATURA) (See Figure 4). In 1958, the city,Atlantic AvenueFigure 4. 1963 Atlantic Terminal Urban Renewal Area (ATURA) in blue with Atlantic Yards site in grey (from 2007 Blight Study)5

using the authority of Title I of the Housing Act of 1949, start demolishing properties. (from Blight Study2007)1960’s. The cost of a platform over the railyards makes redevelopment unfeasible. With the loss offederal funding support, the city focuses on redeveloping lots north of Atlantic Avenue for housing andabandoned plans for the project site.1970 – 1990. The city proposes a new campus for Baruch College (part of the City University of NewYork) on the south side of Atlantic Avenue but the plan is canceled again because of the costs ofengineering a platform over Vanderbilt Yard. New proposals end with the 1987 financial crash.1990s. Forest City Ratner develops the commercial shopping district on the north side of AtlanticAvenue. In 1996, Atlantic Center Mall opens with nearly 400,000 square feet of commercial spaceincluding national chain retailers. No development on the south side of Atlantic Avenue.Atlantic Yards ProposalBy 2000, the ATURA sites south of Atlantic Avenue had been mostly empty for over 30 years. However,with the success of the Atlantic Center Mall, FCR decided to create a masterplan that could afford toplatform over the Vanderbilt Yards.FCR officially announced their 2.5 Billion Atlantic Yards proposal in December, 2003. Bruce Ratner,owner of the New York Nets basketball team, wanted a new stadium for his team and proposed toanchor the project with a Frank Gehry-designed stadium and master plan filled with high-rise residentialtowers. The proposed site expanded past the ATURA redevelopment area and would require buyingproperties and demolishing existing buildings. FCR was already in negotiations for public financing and apublic-private partnership with the State of New York.Figure 5 Original Frank Gehry Masterplan6

For the next few years, Forest City Ratner continued negotiations with city and state officials andcommunity organizations. FCR proposed multiple community benefits, such as a school and a multigenerational and open space to meet community demands. FCR reached a non-binding communitybenefits agreement (CBA) but other community members did not want the stadium.Community members also opposed the public-private partnership proposal and state subsidies. Statesubsidies to fund a sports stadium was especially not popular after the Yankee’s new stadium costtaxpayers over 1 billion.The State of New York economic development goal for the site was to transform an area that has been“underutilized” for over 45 years. All subsidies and tax incentive programs were designed to increase theaffordability of the project and ensure that developers provided public benefits on the site. A vibrantmixed-income neighborhood and sports arena would attract neighborhood consumer spending,commercial space for new tenants, and green space.To further those goals the State agreed to: Extend the ATURA boundary to new properties, including ones with existing housing,Expand the ATURA designation until 2034, ensuring FCR access to tax incentives,Use eminent domain to assemble 97 separate tax lots and lease them back to FCR,Override local land use regulations and re-zone the site,Agreed to sell municipal tax-exempt bonds to save FCR an over 80million in interest fees,Spend 100’s of millions of dollars on upgrading infrastructure.In 2006, FCR’s new subsidiary, Forest City Development Corporation (FCDC) and the State of NewYork signed the public-private partnership, called the General Plan Agreement. By that point,estimated project costs increased to 3.5 Billion USD. Both the Gehry-designed arena and the costof the railyard air rights doubled.Atlantic Yards General Plan AgreementMajor Elements16 residential towers3,720 market-rate units1,468 affordable-rate units19,000-seat StadiumTransportation UpgradesRenovated maintenance facilitiesNew/Renovated Transit entrancesOpen Space“urban room” for hosting outdoor events8 acres of public gardens/playgroundPublic Service Amenities100,000 sf Middle SchoolMulti-generational Community CenterCommunity Healthcare CenterTable 1 General Plan Agreement elements7

FCR negotiated for the air rights over Vanderbilt Yards separately but in parallel with the State of NewYork to ensure construction phasing would comply with state requirements. The MetropolitanTransportation Agency agreed sell air rights for a 100 million fee paid over 15 years, and an estimated 200 million in railyard upgrades to be completed before the platform was installed.By 2007 there were still multiple lawsuits against the project. Lawsuits include opposition to theenvironmental impact statement analysis and use of eminent domain to acquire property. Most weredismissed but the most serious challenges were appealed to the State Supreme Court. In 2008, theglobal financial process abruptly stalls the development process, and construction planning is delayed asnew financing options were found. In 2009: FCDC drops most of the Gehry-designed buildings and looked for cheaper options.FCDC brings in new investors for the arena and sells naming rights.FCDC and the MTA renegotiation payment terms.FCDC and the State re-negotiate the General Plan Agreement due to changes in lending andhousing market conditions. The State agrees on new deadlines:o 2012: Arenao 2016: MTA rail yard renovations (originally 2014)o 2022: non-Arena buildings in Phase I;o 2025: ALL affordable housing units to be completed, regardless of market-rate sales.o 2035: The project end dateBarclay’s CenterIn 2010, the eminent domain lawsuits are resolved in the State’s favor and it buys the last parcelsneeded for Phase 2 of the project. Construction began on a now smaller arena called Barclay’s Center. Inthe autumn of 2012, Barclay’s Center official opened.Figure 6. View of the stadium site before construction8

Figure 7. View of Barclay’s Center after completion in 2012)After the arena opens, FRC still had financial cashflow problems and sells 70% of the remaining projectto Greenland USA, a subsidiary of Greenland Holding Company based in Shanghai, China. Forest Cityreported a 42 Million loss on the sale. In 2014, Atlantic Yards was officially re-named “Pacific Park”and advertised as a new luxury community. In 2015, FRC sold its remaining ownership stake in the teamand the stadium. The stadium was reportedly valued at 825 million, including debt.Residential ConstructionBy 2017, two residential building opened. The first, 461 Dean Street, long delayed due to constructionproblems, opened with 181 affordable housing units. The below-market income units were put in alottery for eligible city employees earning up to 160% of area median income. ( 2,025 for a studioapartment) and 84,000 people applied for the apartments. The second, 525 Carlton, was 100% belowmarket rate apartments and the city received 93,000 applications for 297 apartments.By 2020, Greenland USA announced development partnerships for four additional residential towers,which will have the remainder of the required affordable housing units by 2025. The remaining plannedresidential towers will be market-rate luxury apartments and condominiums.9

FORTGREENECLINTONHILLATLANTICATLANTIC AVE1516AV[17PACIFIC STIERUMHILLD(AM ST8UGEHPARKDEAN STSTSLOPEPROSPECTHEIGHTSt Figure 8. Pacific Park latest Master Plan with building lot labels.Public Benefits AgreementThe General Plan Agreement with the State of New York includes a long list of public benefitrequirements. These requirements were discussed and negotiated with community groups between2003-2006 before legally added to the agreement. All private partners must comply with agreementrequirements, including construction deadlines, or they will forfeit land lease terms, public bondingcapacity, and all tax incentives.Amenities Affordable Housing - 2,250 rental units required affordable to low-, moderate-, and middleincome families out of approximately 6,400 total units and 15 buildings. Total number can varyslightly, based on a formula of total square footage of commercial and residential properties,but cannot go below 2,250 units. Housing units must be completed by 2025, even if market-ratehousing is not complete. First completed units were designated for city employees, anddistributed by lottery (over 80,000 applications for fewer than 300 units)o The units are expected to be financed through tax-exempt bonds provided underexisting and proposed City and State housing programs such as the City's 50-30-20program.Community Amenitieso 100,00SF School with playground space – local need to be determined by the New YorkCity’s Department of Education (DOE). If required, the DOE will Lease for 1, pay fit-outcosts.10

8 acres of public space for general public use, not just site residents. To include childplaygrounds, seating areas, bike and pedestrian pathso “Urban Room” in from of stadium for outdoor public gatheringso Community Healthcare centero Intergenerational community center. Required IF the developer maxes out theircommercial square footage allowance.Renovated rail yardso A condition for buying the air rights over the railyard is modernized railyard tracks,renovated facilities, and new station entrances for the stadium and housing blocks. Allimprovement must be made *before* use of air rights can start. Published reportsestimate renovations will cost over 200 million dollars.Local Sports Teams Access – Regular use of the arena and its facilities by local academicinstitutions (not just paid entertainment or professional teams)Urban Design – Strong urban design elements, using streetscape and landscaping to create newneighborhood ‘gateway’.Green Building and Sustainabilityo Require sustainable building and landscape design for efficient energy, buildingmaterials and water. Must include green roof on the arenao Minimum of LEED Certification for all residential buildingso Construction emissions reduction programo Environmental Remediation (former industrial and rail contaminant)Relocation funding program. Developers must pay for the relocation of the remaining 62residents, homeless shelter and commercial owners on the site forced to move by eminentdomain.o Economic ImpactsIn addition to public benefits, the state requires a determination of economic impact (net benefits) tothe region. These findings are used to clarify the need for public spending and the public value of theproject. The following numbers were published in 2006 with the General Plan Agreement. Jobs Creation Estimateo Construction: Generate 12,568 new direct job years and 21,976 total job years (direct,indirect, and induced); Direct personal income related to construction activities will be 590.0 millionand total personal income will be 1.2 billion (direct, indirect, and induced); Total construction employment will generate 42.1 million in City tax revenuesand 89.9 million for New York State;o Operations The Arena and mixed-use development will support an annual average of 4,538new jobs in New York City (direct, indirect, and induced) and an annual averageof 5,065 jobs (direct, indirect, and induced) in New York State, (inclusive of NewYork City);Tax Revenue Estimate: On a present value (2006) basis, the project is estimated to generate:o 652.3 million in City tax revenues11

oo 745.3 million of State tax revenues.Generate 944.2 million in net tax revenues in excess of the public contribution to theProject.Project StakeholdersThe following section outlines the stakeholders involved in the Pacific Park project.Public AgenciesThe public half of the partnership required negotiations with three agencies. The General PlanAgreement was signed by the State of New York, A separate agreement was signed for the air rightsover the Vanderbilt Yards and the City of New York agreed to cooperate with the terms of the GeneralPlan Agreement.Metropolitan Transit Authority (MTA) and its subsidiary, the Long Island Railroad (LIRR) is a publicbenefits corporation responsible for all public transit in the New York City region. The MTA negotiatescontracts separately from the state or city development agencies but worked closely with both onAtlantic Yards. The MTA owns the Vanderbilt Railyards and all the subway and regional railinfrastructure under the site. The air rights were transferred to the State of New York.The City of New York via the New York City Economic Development Corporation, agreed to support theAtlantic Yards plan through land transfer, tax incentive programs, and direct investment in the arena. Allfunds and property were transferred to the State of New York.State of New York - via New York Empire State Development (ESD) and its subsidiary Atlantic YardCommunity Development Corporation (AYCDC)- is the primary public partner in Atlantic Yards. ESD isthe State of New York’s development agency, with regional offices promoting business investment andjob creation through loans, grants, tax credits, real estate development, and other forms of assistance.AYCDC is a non-profit subsidiary of ESD. AYCDC was created in 2014 to oversee the General PlanAgreement, ensure all civic projects and affording housing requirements are met, and negotiateamendments. The AYCDC Board is also responsible for managing the PILOT municipal bonds thatprovided low-cost construction financing for the arena.The ESD and AYCDC have substantial legal powers as a public property owner. It may transfer thesebenefits to private partners at-will. If it does so, agreements come with covenants, or restrictions, thatrequire private partners to re-imbursement the state if contractual public benefits are not met. Stateeconomic development powers include the ability to: Structure and offer tax-exempt financial incentives, bond financing, and other tax-exemptfinancing.Buy, sell, or lease property for approved projects, including use of eminent domain1Exempt itself from all local property and sales taxes and pass the value of these exemptions toproject partners.1The power of the government to take private property and convert it into public use. The Fifth Amendmentprovides that the government may only exercise this power if they provide just compensation to the propertyowners. In the U.S. there is extensive case law about the definition of “public use”.12

Override local land use regulations. At Atlantic Yards this includes:o Floor-Area and open space ratios for residential and commercial spaceso Project permits (used for the arena)o Permanent closing of public streets (Pacific Street)o Building setbackso Parking regulationso Zoning (used for railyard platform)o Land use restrictions (extending the ATURA overlay)Local community groups. Community groups had (and continue to have) substantial political power toask for community benefits, but no legal or financial standing in development agreements. Although theprivate developers entered into a unique “agreement contract” with a local group called ACORN, it wasnot legally enforceable. Community groups worked with elected officials to ensure that communitybenefits were included in the General Plan Agreement with the State of New York.Private Partners & InvestorsThe original private partners of the General Plan Agreement have gone through significant changes sincethe 2006. Major partners are listed below, but this list is not assumed to be inclusive of all developmentinvestors. Regardless of changing ownership, all new development partners or investors must complywith the partnership’s General Plan Agreement.1. Forest City Ratner (FCR). FCR proposed the project and was the original Project Agreementpartner with the State of New York. FCR was a family-owned investment real estate firmmanaged by Bruce Ratner with large successful projects in New York City and Brooklynneighborhoods. Notable projects included the New York Times headquarters building inManhattan, the 1 billion MetroTech Center, a nine-building office complex in DowntownBrooklyn, and the 400,000 SF Atlantic Center Mall across the street from Atlantic Yards. BruceRatner also owned the local basketball sports team, the Brooklyn Nets. Due to Atlantic Yardsrising budgets, delays and market changes, the company went through substantial ownershipchanges over the last decade.a. 2016: FCR Became a publicly held real estate investment trust (REIT) with publicshareholders and outside Board of Directors.b. 2017: the REIT writes off Atlantic Yards (Now Pacific Park) at a loss.c. 2018: The company is wholly acquired by Brookfield Asset Management, a Canadian realestate investment firm with a 500 billion global portfolio2. Partners – Stadium. The original financing was not sufficient to cover the stadium.a. 2010i. Sold 70% ownership of the arena to Russian investor Michael Prokhorov.ii. Sold arena naming rights to Barclay’s on London.iii. Smaller (less than 5%) investors were un-namedb. 2019i. 100% ownership sold to Canadian investor Joe Tsai, CEO of the Alibaba Group.3. Partners - Mixed-Use Properties. FCR continued to have severe financial difficulties and wentthrough significant internal changes. By 2020, the company was a subsidiary of Canadian realestate company Brookfield and owns 5% of Atlantic Yards.13

a. 2010. Skanska. The first residential building was a partnership with Skanska, developerof modular building designs. The building has 182 affordable housing units (city had84,000 applications for those 182 units)b. 2014: Greenland USA buys 70 percent ownership of the non-arena development.Greenland USA is a subsidiary of Greenland Group, a publicly-traded partly state-ownedREIT based in Shanghai, China. The Skanska building is not included in the sale.c. 2018. Brodsky Organization and TF Cornerstone, two local New York luxury marketdevelopers, buy lots B12, B13 and B15 on Dean Street. The public school and a portionof the public space requirements will be developed in these two buildings (B12 andB13).d. 2019. Greenland buys 95% stake.Project FinancingOverviewDirect public subsidies at Atlantic Yards is limited to land assembly, infrastructure improvements, andthe construction of the basketball Arena. In phase 2, city and state economic development agenciesoffered substantial tax incentive programs to support affordable housing requirements, as well asinvestor services. As the land owner for the entire site (see Land Assembly) the State of New York canenforce all restrictions and covenants in the original General Plan Agreement with all future privateinvestors.Project Budget SummaryThe last published Budget Estimate (excluding financing costs) for the entire project. (still working on tonew budget numbers)Table 2. 2009 Project Budget EstimateProject TaskSite Acquisition(MTA air telMiscellaneousTotalEstimate Cost (USD billions, 2009) 417( 100) 717 772 2,645 255 92 4,89814

Arena - Public FinancingAs previously mentioned, the arena would be anchor of the Pacific Park site and the first phase. In theGeneral Plan Agreement, direct government subsidies and bond financing were limited to this phase ofthe project or, generally, to basic site infrastructure.Table 3 Public Financing msDetailscash subsidy(reimbursables) 100millionNew York ationbonds, aspart of thecity’s capitalplan30 year;annualdebtservice of 7.3 millionSubsidies canbe used forland andinfrastructurecosts *except*MTAimprovements.Loss of localsales taxes onconstructionrelatedmaterialsLoss of futureproperty taxes- 4.9millionNew York Citygeneralbudgetn/a6 percenterinterest rate;issue costs of 1percent (IBO2006 FiscalBrief)Total cost: 100.6 million(in 2005 dollars)n/an/a/Over the totalconstructionperiod (20062012)unknownNew York CitygeneralbudgetCity- ownedlandtransferredto the StateUnknownn/acash subsidy(reimbursable

This paper was originally prepared for a joint research initiative between the Korea Housing and Urban Guarantee Corporation (HUG) and the Woodrow Wilson International Center for Scholars, "Comparative Study of Public Financial Support for Urban Regeneration Projects in Korea and the United States," presented on September 9, 2020. 2

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