The JV is called the Whitehall Fund. Goldman Sachs owns a 51%stake in the JV and KarstadtQuelle owns the remainder. When thedeal closes, KarstadtQuelle says it will receive an immediate cashpayment of $4.43 million (euro 3.7 billion), and expects to get anadditional $960 million (euro 800 million) from additionalappreciation of the assets.

"The complete removal of debt for the company immediately opensnew development and growth potential on the basis of a considerablyless capital intensive business model," the company said.KarstadtQuelle's debt stood at around 4 billion euros at the end ofSeptember.

The portfolio includes 49 department stores, 29 parking garagesand 15 office buildings. KarstadtQuelle is leasing back theproperties in a long-term basis. Two of the department stores inthe deal are Alsterhaus in Hamburg and KaDeWe in Berlin. Thetransaction is subject to approval of KarstadtQuelle's supervisoryboard.