Liquidating Lehman Brothers Holdings Inc. wants approval to sell its interest in a joint venture containing commercial real estate assets to an affiliate of Goldman, Sachs & Co. for $385 million.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York in Manhattan will consider the sale approval at an Aug. 17 hearing.

The former investment bank wants to sell its 78.5% interest in the JV, Rosslyn Syndication Partners JV LP, through a private sale.

Rosslyn owns a 3 million-square-foot, 10-office-building portfolio in Rosslyn, Va.

Lehman has secured a $385 million cash offer from U.S. Real Estate Opportunities I LP, which is a JV in which Goldman Sachs is the general partner.

The purchase price would give $385 million to Lehman Brothers, subject to adjustments, for a 78.5% stake.

Court papers say that the JV has a $1.257 billion valuation, but the equity value is $491.33 million when $567.67 million in mortgage debt and the $198 million outstanding on a $200 million credit facility is backed out.

The $385 million in cash Lehman is getting represents 78.5% of that equity value.

Under the terms of the deal, the sale must receive court approval by Sept. 30, and the buyer must provide Lehman with a $50 million deposit.

Rosslyn is located directly across the Potomac River from Washington.

"Due to a strong recovery in the real estate investment market, the debtors believe that a sale of the LP interest at this time will enable the debtors to receive significant value on account of its interest in the joint venture," court papers said.

Lehman wants to complete the transaction through a private sale because "the debtors have thoroughly marketed the LP interest and believe that any further marketing process would be duplicative of the work already performed and would not result in any increased value to the debtors' estates."

Lehman also holds $9 million of the $200 million credit facility, which matures in May 2012, and an $18 million partner loan.

Lehman, which owned investment banking, asset management, real estate and other assets, filed for bankruptcy on Sept. 15, 2008, after the collapse of a federal government-led effort to save it, because of massive mortgage securities losses.

Debtor counsel is Alfredo R. Pérez at Weil, Gotshal & Manges LLP. Eastdil Secured LLC marketed the LP for sale.