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DALLAS-With the vision for “Victory” on a fast-track to reality, Hillwood yesterday debuted the retail dance card for its $450-million second phase and teased to another round of headline news in 90 days for a $450-million third phase.

Hillwood is holding signed deals or has talks heading into the final round for 154,200 sf of the 175,000 sf of retail space in the under-construction second phase of the 75-acre, mixed-use Victory Park, the genesis for a projected $3-billion-plus build-out. With the $180-million W Dallas Victory Hotel & Residences coming out of the ground, retailers are now knocking on Hillwood’s door for a piece of the development action, says Elise R. Mikus, Hillwood’s vice president of leasing. “We had to go out to retailers before,” she says. “Part of the issue initially was is it going to be real.”

Retailers and restaurateurs from around the world as well as local entrepreneurs who’ve carved a niche in the neighborhood plan joined some of the region’s most influential players for a power day that began with mid-morning press conference and ended with a nighttime light-show extravaganza on the streets of Dallas.

While toasting the victory, Ross Perot Jr.’s Hillwood team promised more news in 90 days. “We’re overwhelmed with the momentum,” Jonas Woods, president of Hillwood Capital, tells GlobeSt.com. The next round, he says, will have more details about the third development wave and announce other second-phase tenants for a May 2006 delivery synchronized with the opening of the 251-room W.

Victory, entitled for 12 million sf, will have one million sf of ground-floor retail besides sundry restaurants and nightclubs that have claimed space on several buildings’ upper floors. The retail lineup’s been as closely watched as the development itself because Hillwood’s been courting names not often found outside New York City, Los Angeles and even London. The new kids on Victory’s blocks are Kenichi, a 4,000-sf pan-Asian cuisine with locations in Austin and Aspen; Luna De Noche, a 5,000-sf Tex-Mex grill; and Witchcraft, a 2,200-sf specialty sandwich concept by Tom Colicchio, winner of the James Beard Best Chef New York award and creator of the acclaimed restaurant, Craft, with locations in NYC, Las Vegas and a 6,000-sf spot planned for the W. Colicchio also will also operate the W’s lobby bar.

Mikus says talks are under way with one of Dallas’ television stations to take an end cap as broadcast location. She says the team’s also negotiating with two sponsors for the LED boards, which were incorporated to add a Times Square look and feel to the district; a national retailer of men’s and women’s apparel for 3,000 sf; an NYC home decor operator for roughly 6,000 sf; a florist; 2,500-sf gourmet hamburger eatery; a trio of women’s fashion boutiques for 7,000 sf; an another restaurant and bar for 7,500 sf.

“We’ve been really ferreting out some unique retail,” Mikus says. “We’ve been scouring Miami, Melrose, Soho, London and Toronto.” By year’s end or first-quarter 2006, the team will start wooing retailers for the 135,000 sf of retail in the third phase. All she’ll say at this point is the wish list includes an urban grocer, furniture store and shoe shop.

Mikus says most signed leases have 10-year terms with shared tenant-improvement costs. Rents are quoted at $38 per sf to $45 per sf for retail space, she says. Inked deals are the N9NE Group, getting space for its Las Vegas-famous ghostbar, steakhouse, Nove Italian restaurant and a developing nightclub concept; Victory Tavern; local entrepreneur Ort Varona’s LIFT, a 20,000-sf designer mecca with storefronts by J. Lindeberg, Adriano Goldschmied and Global by Ted Baker; Fred Perry; G-Star; Future Sports, also a J. Lindeberg concept; Quicksilver; and Bliss spa taking 5,000 sf on the 16th floor of the W and 1,200 sf in a street-level shop.

Mikus admits the district is heavily weighted with restaurants, but the strategy is to create “a neighborhood that attracts people 24/7″ and set up a broad-based menu so visitors are encouraged to stay, shop and dine in the district. Added incentives include a full wireless territory, granite sidewalks and a valet parking system for all buildings.

Mikus says talks are under way for at least 55,000 sf of the 120,000 sf of office space in the second phase. Title companies, banks, investment bankers, insurance firms and attorneys are negotiating, but no deal has been signed to date.

The six-building second phase, which delivers in May 2006, consists of 600 residential units, 175,000 sf of retail, 120,000 sf of office space, a one-acre park and the W. The three-building third phase will have another 280 apartments and condos, 135,000 sf of retail and 600,000 sf of office space. Hillwood has amassed a powerful roster of partners, including Gatehouse Capital and Hicks Holdings LLC, the teammates for the W, the catalyst for getting the seven-year plan off the drawing board.

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