european real estate

Transcription

1 european real estate

2 Orrick s European real estate lawyers, located in our offices in Berlin, Düsseldorf, Frankfurt, London, Milan, Moscow, Paris and Rome, represent clients that are active throughout the world in all phases of real estate investment, financing, development and operations. We act for a range of clients, including real estate advisors, real estate investment funds, public and private pension funds, investment banks and other financial institutions, real estate developers, insurance companies and other institutional investors, REITs and corporations. Our group is supported by a multidisciplinary legal team from Orrick s other key practice areas, providing Orrick clients with the full scope of legal services needed to successfully complete any real estate transaction. Our significant experience in virtually every area of real estate law enables us to meet the complete range of our clients needs and create innovative solutions for them worldwide.

3 Commercial Real Estate Our work includes traditional purchases, sales, leases and financing, as well as highly sophisticated transactions and complex developments, portfolio acquisitions and pan-european deals. We have expertise in every significant area of real estate law, which has enabled us to meet the full range of our clients needs and to work alongside them to create innovative solutions and new opportunities. Corporate Real Estate We act for a broad spectrum of clients on sales, purchases, joint ventures, takeovers and fund formations. In the past year, our group has advised on the continued high level of M&A activity in sectors where property is a key asset. Real Estate Finance We have extensive experience in representing domestic and foreign banks, insurance companies, finance companies, leasing companies, REITs, public and private pension funds, and other financial institutions and institutional investors in financing transactions. Our experience covers term loans; hybrid-debt devices, such as participating and convertible mortgages; letters of credit and credit enhancement devices; synthetic leases; residual value insurance; loans incorporating interest rate swaps, caps, collars and other hedging products; property derivatives; pan-european facility agreements; loan syndications; sales of participation interests; intercreditor and co-lender agreements; warehouse loans and other creative financing techniques. Real Estate Taxation We have a number of tax experts who specialize in all aspects of the structuring of European and global real estate investments and funding structures.

4 Fund Creation and Investment Our European team represents sponsors and major investment funds in all legal aspects of corporate, partnerships, tax, financial services, securities and ERISA compliance. We have extensive experience advising on public and private real estate investment fund structures across a variety of jurisdictions. We frequently assist clients on special assignments, such as creating captive fund of funds, drafting and negotiating coinvestment funds and developing investment guidelines. Orrick lawyers also assist with highly structured transactions, such as investing in the equity tranche of warehouse facilities. Real Estate Investment Trusts and Real Estate Operating Companies We represent several public and private REITs and real estate operating companies in Europe, the United States and Asia. We have substantial experience and expertise in the wide range of corporate finance, real estate and tax issues that are encountered in the formation, financing and daily operations of REITs. The firm represents numerous REIT sponsors and underwriters in the formation and initial public offering of public REITs and in the structuring, financing and operations of private REITs. Our clients ABN Amro Bank, N.V. AMB Property L.P. AXA Investment Managers Deutschland GmbH AXA Real Estate Investment Managers UK Bear Stearns Banca Antonveneta S.p.A. Banca delle Marche S.p.A. Banca IMI S.p.A. Banco Bilbao Vizcaya Argentaria, S.A. Bank of America Bank of Nova Scotia Bank of Tokyo Mitsubishi Bank TuranAlem (BTA) BlackRock Realty Advisors, Inc. BNP Paribas Capital Shopping Centres ( CSC ) CB Richard Ellis CentrO Cerberus Real Estate Capital Management LLC Chubb Financial Solutions CIGNA Corporation Citigroup Cohen Financial Colony Capital, LLC Commerz Real, LLC Continental Wingate Capital CPCR Opportunity Fund, LLC Credit Lyonnais S.A. Credit Suisse Deutsche Bank AG Deutsche Post World Net Fidelity-Cap II, LLC Fremont Realty Capital Gecina Goldman Sachs & Co. JP Morgan Chase & Co. Hearthstone Hines International, Inc. ICCREA Banca S.p.A. Intesa Sanpaolo S.p.A. Kenmore Property Group Key Bank, N.A. KGAL LaSalle Investment Management Legacy Partners Lehman Brothers London & Regional Properties Lucien Barrière MacFarlane Partners Macquarie Matterhorn Capital McMorgan & Company, Inc. Merrill Lynch Metropolitan Life Insurance Company Morgan Stanley Natixis Nikko Citi Nomura Capital Investments Nomura Real Estate Investment Management Notting Hill Housing Group Numisma Group Parkridge Proudreed Prudential Mortgage Capital Company Real I.S. Residential Funding Corporation RREEF America LLC Rutley Capital Partners Sanwa Bank Société Foncière Lyonnaise Société Générale St. James Capital Limited Strategic Value Partners Valad Property Group Value Retail Wells Fargo Bank, N.A. Westbrook Partners Westdeutsche Landesbank Girozentrale For further information, please europerealestate@orrick.com

5

6 European Real Estate Transactions amb property l.p. Europe Advising U.S. REIT, AMB Property L.P. and AMB Europe Fund I FCP-FIS on various matters, including: A 428 million (US$608 million), and a separate 142 million (US$200 million), pan-european credit facility, both provided by ING Bank NV for the acquisition by AMB s regional subsidiaries of logistics properties in various European jurisdictions and on related asset financings A 275 million (US$390 million) pan-european credit facility provided by Aareal Bank AG for the acquisition of properties in various European jurisdictions and on related asset financings westbrook partners France Japan United States Represented Westbrook Partners, a real estate opportunity fund manager investing on behalf of its funds in the United States, Europe and Asia, on multiple transactions from totaling in excess of US$2.6 billion, including acquisitions, joint ventures, financings and refinancings for hotel, office, retail, residential and development land properties located in California, Hawaii, Oregon, Washington, France and Japan. ec&o venues United Kingdom Advised the majority shareholders of EC&O Venues in the sale of a 50 percent interest in Earls Court and Olympia Exhibition Centre to Liberty International PLC, a UK-based, FTSE-100 listed property company. The deal values the business at approximately 400 million (US$800 million). The 50/50 joint venture with Capital and Counties Limited, a subsidiary of Liberty International, was the culmination of a lengthy auction process. capital shopping centres plc United Kingdom The principal advisor to Capital Shopping Centres (CSC) on the active management, redevelopment and extension of a portfolio of 10 major shopping centres across the UK. The highlights for 2007 include: Completing the phase three head lease at Eldon Square, Newcastle, enabling commencement of a 170 million (US$340 million) redevelopment and extension of the centre Acting in 90 lettings/tenancy changes throughout the year in their existing centres belaya dacha Russia Represented Belaya Dacha, a Russian developer, in its 49/51 percent joint venture with Hines International, Inc., a leading international developer, to jointly develop a mixed-use, multiphased, high-profile development, including office, retail, residential and entertainment complexes in Moscow. The first phase of the development will include 968,400 square feet of mixed retail space. blue sky capital management Advising Blue Sky Capital Management in relation to its Global Destination hospitality fund and in relation to various underlying asset acquisitions.

7 colyzeo investors ii United States United Kingdom Advised Colyzeo Investors II, a Colony Capital-sponsored European investment fund based in the United Kingdom, in connection with its 250 million (US$368 million) revolving secured credit facility from J.P. Morgan Europe Limited and Natixis. Colyzeo Investors II, formed in 2007 to invest opportunistically in real estate assets throughout Europe, has nearly 1 billion (US$1.47 billion) in capital commitments. real i.s. France Belgium Spain United Kingdom Represented Real I.S. in multiple sales totaling in excess of 427 million (US$633 million), including the 190 million (US$282 million) sale of the shares of the 53, Ave des Champs Elysées SAS company to a local operating partner and international opportunity fund and the 97 million (US$144 million) sale of a mixed, pan-european portfolio ( Portefeuille Isar ) comprising five assets located in France, Belgium and Spain to Invesco Real Estate. kenmore property group France Advised Kenmore Property Group in the launch of its new fund, Kenmore French Regional Office Fund, which was created to invest in offices located in regional towns throughout France. sanpaolo imi s.p.a., banca imi s.p.a. and banca antonveneta s.p.a Italy Represented Sanpaolo IMI S.p.A., Banca IMI S.p.A. and Banca Antonveneta S.p.A. as coordinators of a syndicate of banks in the structuring and granting of a 740 million (US$1.045 billion) short-term credit facility and of its partial refinancing by means of a 340 million long-term credit facility (US$480 million). Milano Zerosei, the borrower and a company owned by Gruppo Beni Stabili S.p.A., used the credit facility for the acquisition and restructuring of a real estate portfolio transferred by Fondo Pensioni per il Personale della Banca Commerciale Italiana. proudreed Europe Represented Proudreed in connection with the establishment of its investment and financing structure (UK/Luxembourg/Germany) for tax-efficient investments into Germany. london & regional properties Russia Advised London & Regional Properties on its US$109 million sale of two Sun Paradise shopping centres in Moscow to Sponda Plc. The transaction was a stock transaction and involved a three-jurisdiction, simultaneous closing in Sweden, Cyprus and Moscow. rreef america llc United States France Advised RREEF America LLC and its affiliates, a real estate advisory firm owned by Deutsche Bank AG, on more than US$14 billion in transactions and financings from , including the largest transaction Orrick has handled to date for RREEF and a project that received the 2007 Redevelopment/Public Project of the Year award from the Silicon Valley Business Journal. cb richard ellis Ukraine Advised CB Richard Ellis in setting up a joint venture in the Ukraine. The joint venture represents CB Richard Ellis first entry into the Ukrainian market and involved Orrick setting up the local company and negotiating the joint venture agreements in conjunction with local counsel. middle eastern sovereign wealth fund United States Lawyers at Orrick represented a Middle Eastern sovereign wealth fund in its real estate investments in the United States, including the development of a 63-story, signature 5-star hotel in Manhattan, which included due diligence review of air rights transfers and other entitlements, negotiation of hotel management and licensing agreements, condominium documentation and licensing requirements and development management agreements. mansford France United Kingdom Advising a Mansford fund investing in office, retail, logistics and other asset types on 330 million (US$468 million) pan-european acquisition credit facilities governed by English and French laws and made available by the Bank of Scotland. matterhorn capital Europe Advised Matterhorn Capital on the acquisitions of five property portfolios in the hotel and tourism sector in a number of European countries. société générale Italy Advised Société Générale on the following transactions: As arranger, lead manager and sole book runner on a pioneering securitization transaction that marked a significant step in residential mortgage securitization in Italy. The billion (US$1.466 billion) securitization of a portfolio of residential mortgages originated by 43 originating banks based in Italy involved the sale of mortgage portfolios by the Italian credit cooperative banks (banche di credito cooperativo) to two separate special purpose vehicles established in accordance with the recent securitization law in Italy. The complex transaction required coordination across many parties within and outside Italy. As co-arranger and lead manager and ICCREA Banca S.p.A. as co-arranger in a 472 million (US$667 million) securitisation transaction of receivables deriving from mortgage and landedproperty loans, which was originated by 16 cooperative banks. As arranger and lead manager of a 628 million (US$887 million) RMBS transaction of mortgage loans originated by Banca delle Marche S.p.A. Five different classes of notes were issued in this transaction. kwik-fit France Advised on the 61.6 million (US$87 million) sale of 121 Speedy car centres to a fund managed by LaSalle.

8 about orrick Orrick is an international law firm with more than 1,100 lawyers located throughout North America, Europe and Asia. The firm traces its roots back to 1863 and, since that time, we have expanded our practice groups and extended our global reach with one core strategy in mind focusing on solutions and results in response to our clients current and future needs. Our size, resources, geographic breadth, advanced IT systems and business-oriented culture ensure that our clients receive responsive, value-added services. Orrick s depth and breadth of experience include a wide range of transactional and litigation matters. Orrick lawyers are committed to providing high-quality, innovative solutions to the most complex legal challenges. transactional Financial Markets Mergers and Acquisitions Capital Markets Public Finance Compensation and Benefits Emerging Companies Outsourcing and Technology Transactions Energy and Project Finance Restructuring Real Estate Banking and Finance Tax litigation Product Liability Litigation Securities Litigation and Regulatory Enforcement Intellectual Property Commercial Litigation White Collar Criminal Defense and Corporate Investigations Employment Law Antitrust and Competition Insurance Recovery International Dispute Resolution Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, NY United States tel Attorney advertising. As required by New York law, we hereby advise you that prior results do not guarantee a similar outcome. Orrick, Herrington & Sutcliffe (Europe) LLP is a limited liability partnership registered in England and Wales under number OC and is a multinational practice of registered and foreign lawyers and English solicitors. The term partner is used to refer to a member of Orrick, Herrington & Sutcliffe (Europe) LLP. A list of members of Orrick, Herrington & Sutcliffe (Europe) LLP and their professional qualifications is open to inspection at the registered office, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ. Orrick, Herrington & Sutcliffe (Europe) LLP or an affiliated undertaking has an office in Beijing, Berlin, Düsseldorf, Frankfurt, Hong Kong, London, Los Angeles, Milan, Moscow, New York, Paris, the Pacific Northwest, Orange County, Rome, Sacramento, San Francisco, Shanghai, Silicon Valley, Taipei, Tokyo and Washington, DC. September 2009 asia europe north america beijing hong kong shanghai taipei tokyo berlin düsseldorf frankfurt london milan moscow paris rome los angeles new york orange county pacific northwest sacramento san francisco silicon valley washington dc