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.. Contents 01 Our approach 02 Our real estate practice 04 Our expertise in detail 08 Selected transactions 10 Our real estate team 12 Our offices
OUR APPROACH 01 Our approach Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA. We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Real Estate, Natural Resources and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice. Watson, Farley & Williams Real Estate in Germany
02 OURREALESTATEPRACTICE Ourrealestatepractice Ourdedicatedteamadvisesclients onallaspectsrelatedtorealestate. Worldwide,ourteamconsistsof morethan40lawyersandtaxadvisors workingcloselytogether,combining localexpertiseandinternational experienceinordertoprovide reliableadviceforeventhemost complexofrealestateprojects. Wedeliverafullserviceinrelationtoprofessionalreal estateprojects.ourintegratedgermanteamoffers clients essentialservices toprofessionalrealestatecompaniesin termsoflegalprotectionandcomprehensivesupport throughoutthefulldurationoftheproject,includingasset focusedpropertylaw,taxandtaxstructuring,financing, corporatelaw,procurementandstateaidlaw,aswellas planningandconstructionlaw. Ourclients OurofficesinGermanyadviseonanumberofrealestate transactions,financingsandprojectdevelopments: Ourclientsinclude: > Financialinvestorssuchasbanks,privateequity funds,insurancecompaniesandfamilyoffices > Developers,investorsandfinancersofspecial purposeproperties > Investmentfunds > Realestatecompanies > Projectdevelopersandconstructioncompanies > Lessorsandtenantsofcommercialproperties > Hotelownersandoperators. Inter disciplinaryconsultingapproach Oneofourkeystrengthsistheprovisionofintegrated adviceacrossallareasofrealestateincluding tax, financing,corporateandregulatorylaw,providingall appropriate legalandtaxservicesunderoneroof. InGermany,ouraccomplishedteamofmorethan 15professionalsconsistsofexperiencedrealestate, corporateandfinancelawyers andtaxadvisors,who understandthecomplexnatureofrealestatetransactions (intermsofbothshareandassetdeals)andproject developments,anddevelopeffectivesolutions.
OURREALESTATEPRACTICE 03 Ouradvicecovers: > Realestatetransactions,including:singleoffice, commercial,residentialorspecialpurposeproperty (hotels,logisticsfacilities/warehouses,etc.) > Realestateportfoliotransactions,suchasoffices, commercialandresidentialproperties > Projectdevelopments > Privateconstructionandarchitecturelaw,andpublic constructionlaw > Taxstructuringandothertaxadvicerelatingtoproperty investmentsandtransactions > Realestatefinancing > Commercialtenancylawadvicetobotherlessors andtenants > LegalandfiscalAssetManagement > Thedivisionofrealestate(e.g.condominiumlaw,land registrylawandservitudes,includingjointunderground parkingfacilitiesbelowanumberofproperties). > Developmentofandtransactionsinvolvinghotelsand logisticsfacilitiesaswellasotherspecial purpose propertycompanies > Corporatestructuringandadvicetoproperty companies regardingjointventures > Crisismanagementandrestructuring > Disputeresolution,includinglitigationandarbitration. Watson,Farley&Williams RealEstateinGermany
04 OUREXPERTISEINDETAIL Ourexpertiseindetail Realestatetransactions Weadvise domesticandinternationalbuyersandsellers onallaspectsoftheirrealestatetransactions,assetand sharedeals and sale and lease backtransactions,whether largescaleportfolioorsingletransactions,acrossany propertyclass. Wealsoadvisebanksandfinancialinvestors regardingthedevelopmentoffinancingmodelsandreal estate legalduediligence,andofferingadviceinrelationto implementingoptimalcorporate,financeandtaxmatters. Projectdevelopment Ourrealestateteamhasextensiveexperienceinprivate andpublicconstructionandplanninglaw,aswellas propertyandtenancylaw.basedonthisknowledge,we areabletooffereffectiveadvicetoourclientsthroughout theentireprojectlife cycle, ensuringtheeconomical successoftheproject. Ouradvicecoversallstagesofprojectdevelopment, startingwiththeassessmentanddevelopmentofanidea, continuingwith planning,procurementoftheconstruction permit,financing,propertyacquisition,lettingandproject realisation,andconcludingwith thedisposalofaproject, portfoliomanagementor generalassettransactions. Wealsoassistwith warrantyprocessingand disputeresolution.
OUREXPERTISEINDETAIL Privateconstructionlaw Theadviceweoffer onprivaterealestateprojectsrelates tothesettlementoflegal mattersduringtheconstruction periodandbetweenconstructioncompanies,architects, sub contractorsandotherpartiesinvolvedintheplanning andcompletionofaconstructionproject. Withinthiscontext,weadviseboththecommissioning partiesandothersinvolvedinthejointdevelopment of constructioncontracts(forexample,totalcontractor orgeneralcontractoragreements,guaranteedmaximum priceagreements,singleassignmentorjointventureand consortiumagreements)andprovidesupportinrelation toallquestionsofexecutionofservice.furthermore,we adviseonconstruction accompanyingconsultation (Claim andanti ClaimManagement)and oncontractsupplements. Weadviseclientsonsuitablesolutionsandrepresent themin andout ofcourt whendisputesariseover executionquality,delayorinterruptionsduring construction (intermsofscheduleorfinancialterms) and possibleterminationofcontractsasaresultof refusaltoperformorinsolvencyofconstruction parties(includingutilizationofsecurities). Furthermore,weprovideadviceonarchitectural contracts,generalcontractor,engineeringandproject managementagreementsaswellasonthepreparation andmanagementofarchitecturalcompetitionlawand copyrightrelatedissues. 05 Publicconstructionlaw Duringthedevelopmentofcommercialand industrialprojects,ourindependentlyrecognisedand highlyexperiencedregulatoryteamassessestheprecise scaleofthesituation,identifyinganypotentialregulatory issues, andreactsinanefficient,solution orientated manner. Weadviseonregional,urbanandspatialplanning, planningpermissionandbuildinglaw,urbandevelopment andsitedevelopmentagreementsinadditiontoonnature conversation,emissionsandenvironmentallaw, andregulatorylaw. Realestateandtax Inadditiontothetaxstructuringofarealestate transaction,ourlawyersandtaxadvisorskeepacloseeye oneachtransaction staximpactfortheclient,including whethertheyare,orwillbe,subjecttotaxationabroad. Westarttoadviseatthebeginningofaproject during theplanningandstructuringphase.thisallowsusto efficientlydesignthecorporatelawstructuring(exit orbusinessorientated)andanticipateanytaxation implicationsonthefinancing. Watson,Farley&Williams RealEstateinGermany
06 OUREXPERTISEINDETAIL Realestatefinancing Weadvisenationalandinternationalborrowersand lendersonalltypesoffinancinginlinewithinternational standards,rangingfromasimplestandardcontractand single assetfinancingstocomplexportfoliofinancings, developingclearlystructuredandindividually designedfinancingmodels. Furthermore,weadviseclientsoncomplexsenior andmezzaninestructures,propertyleasingand bond financing.wedeveloptailoredsolutionsforproperty orshareacquisitions,portfolioacquisitionsorproject developments,includinginrelationtotheircollateral. Henceourservicecapabilitiesincludelegalinvestment advice,on goingadviceondebtor creditorrelationships oronbreachofloanagreements.wealsooffer,when required,integratedfinancingadviceintermsof English,FrenchandSpanishlaw. Corporaterealestate/Realestatejointventures Ourrealestateadviceincludessupportingproject developersandprovidersofequityinrelationtotheir participationinrealestateprojects,aswellasthe participationofprojectpartnerswithdifferingdivisions ofresponsibility.wesupportcorporateconception,tax structuring,establishmentofpropertymanagement companies,(tax optimised)structuringofholdings subjecttoapplicablecorporatelawandshareholder disputes,includingconflictresolution. Realestateassetmanagement Successfulrealestateassetmanagementhasoneobjective: tocreatesecuritiesandincreasevalueforinvestors throughtheeffectivemanagementoftheirrealestate portfolio.ouradvicecoversalllegalandtaxelements relatedtotheinvestmentinproperty. Thedevelopmentandnegotiationofcontracts in particulartenancyandleasingcontracts,operator andmanagementcontracts,hybridagreements,and maintenanceandsupplyagreements areessential legalservicesforsmoothassetmanagement.ourteam specialisesindeliveringthesecontracts,aswellas providingadviceregardingcontracting,property andfacilitymanagementagreements,revitalisation/ refurbishmentandallmattersrelatingtotheenergy efficientrehabilitationandremediationof contaminatedsites.
OUREXPERTISEINDETAIL Crisismanagementandrestructuring Aparticularfocusofourrealestatepracticeistoadvice ourclientsduringcrisissituations,whichcanariseat any time.wetakeaproactiveapproachinassessingand developingoptionsforthemitigationofdamages andthebestpossibleoutcome. Ouradvicerelatestonon performingloans,realization ofloancollateral,foreclosuresandforcedadministrations, legalinsolvencyadvice,restructuring,refinancing, workout advice,rescissionofcontractsand conflictsolutions. Furthermore,wedevelopriskmanagementstrategies withourclientsinordertoidentifyexternalandinternal risksasearlyaspossible,andtoimplementeffective controlmechanismstohelpavoidcrisissituationsand minimiseanypotentialpenaltypaymentsanddamage toourclients reputations. 07 Hotelsand leisure Withourlongstandingexperienceinthehotelsand leisuresector,weadviseownersandprojectdevelopers ontheimplementationandclosingofhotelletting,leasing, managementandhybridcontracts. Additionally,weadvisedomestic andinternational investors,realestatecompanies,hotels,leisurecompanies andrestaurantchainsinrelationtonewcontracts, restructurings,supplementsandamendmentsofnew buildings,extensions,revitalization,redevelopment andrefurbishmentoftheirproperty. Furthermore,weofferintegrated interdisciplinarylegal andtaxadviceinrelationto earlycontracttermination, returnandhandoverofhotelstonewoperators,including alltax,corporate,employmentorsupplycontractsrelated questionsandpossibleconflictsolutionmatters. Watson,Farley&Williams RealEstateinGermany
08 SELECTED TRANSACTIONS Selected transactions aurelis Asset GmbH Advising on the development of a 60,000 m² inner city quarter in the new centre of Altona, Hamburg, Germany. Real Estate Fund Advising on the acquisition of an office development in central Munich by way of a share deal, including due diligence and general contractor agreements. International Hotel Company Advising on the acquisition of an apart hotel with 153 apartments in central Frankfurt/Main, Germany. Generali Advising on construction phases one and two of a real estate joint venture in Hamburg (AlsterCampus), a project development which consists of high class office and residential real estate. JV Project Development Company Advising on the lease of a 500 600 room hotel development as well as drafting and negotiating a hotel leasing contract for a development area in a central area in a large German city. Institutional Investor Advising on the sale of an international five star hotel, including drafting and negotiation of the contract and managing the tendering procedure. Cruise Company Advising regarding the participation in the development of a cruise terminal. TAG Immobilien AG Hamburg Trust Panattoni Europe FAY Advising on the acquisition of majority shares in FranconoWest AG and FranconoAdvisory AG. The target companies held German residential real estate portfolios with a market value exceeding 100m. Advising on the acquisition of a 300m stake in the 33,000m² New Thier Galerie retail centre in Dortmund, a project development sponsored by German developer ECE. Advising on the development, letting and sale of logistics facilities in Bremen, Frankfurt and Southern Germany. Advising on the construction, sale and lease of the five star plus Rocco Forte Hotel Villa Kennedy in Frankfurt.
SELECTED TRANSACTIONS 09 HCI Capital AG Invesco Real Estate GmbH HCI/NRP City of Obertshausen Advising HCI Capital AG on the acquisition of the HCI Berlin Airport Center development, a multi tenant 18,700m² office complex at Airport Berlin Brandenburg International (BBI). Providing continuous asset management advice in relation to a number of retail and office portfolios. Advising on the sale of various office and hotel real estate assets in Hamburg, Frankfurt and Stuttgart, as well as advising on warranty handling and public law matters. Advising on the negotiation of urban development contracts for large scale project developments as well as providing advice during the implementation phase. Hochtief Property owner FHH Fondshaus Hamburg TAG Immobilien AG Advising on the project development of the four star Hotel The George and the office building Prem Contor at the Alster lake in Hamburg. Advising on the sale of properties owned by a shipyard by way of a saleand lease back transaction. Advising on the acquisition of four student apartment blocks with more than 550 units in Frankfurt, Hamburg, Darmstadt and Mainz (SMARTments) through a closed end fund. Advising on the acquisition from a London investor of a residential real estate portfolio in Berlin consisting of 787 apartments, which was financed by a capital increase in kind. Hamburg Trust FHH Fondshaus Hamburg HSH Real Estate Life Insurance Advising Hamburg Trust and a closed end fund sponsored by them in relation to their investment in a fund in fund concept sponsored by the US Paramount Group. Advising on the tax structuring and development of an office building in Frankfurt including fund agreements and a project acquisition. Advising on the sale of the QUARREE am Sophienhof shopping centre in Kiel to Union Investment. Advising on asset management and planning law matters in relation to various existing companyowned properties, in particular advising on lease agreements. Watson, Farley & Williams Real Estate in Germany
10 OUR REAL ESTATE TEAM Our real estate team Dr. Sebastian Baum Partner Hamburg Sven Fretthold Partner Hamburg Nikolaus Holzinger, MRICS Partner Munich Dr. Stefan Kilgus Partner Hamburg sbaum@wfw.com sfretthold@wfw.com nholzinger@wfw.com skilgus@wfw.com Dr. Sebastian Baum joined Watson, Farley & Williams as a partner in the Hamburg office s Corporate Group in 2011. He previously worked for a well known German law firm for more than ten years. He advises German and international companies and private equity investors on mergers & acquisitions, joint ventures, corporate restructurings and real estate transactions. His track record includes highvolume domestic and international real estate portfolio deals as well as international corporate restructurings involving various jurisdictions. Sven Fretthold is partner in the Project & Structured Finance group in Hamburg. In addition to project and PPP financing, he has extensive experience in property financing. Before joining Watson, Farley & Williams in 2010 he worked for five years in the banking and capital markets department of Clifford Chance and spent further three years in the global finance group of Ernst & Young. Sven has gained considerable experience in property financing by advising lenders such as ABN Amro, Deutsche Bank, Merrill Lynch and Lehman Brothers on a number of national and international real estate transactions, including financing and restructuring of commercial property portfolios such as super markets and department store chains as well as extensive residential portfolios. Nikolaus Holzinger joined Watson, Farley & Williams as a partner in the Munich office s Corporate Group in 2013. He has more than 12 years of professional experience in supporting the real estate industry. Nikolaus advises investors and real estate firms on their real estate investments and real estate transactions as well as on structuring of funds and investments. He provides comprehensive support on real estate asset and fund management. Before joining Watson, Farley & Williams, he worked as senior legal counsel for KGAL, a well known German fund and asset manager. He is a chartered surveyor and professional member of the Royal Institution of Chartered Surveyors (MRICS). Dr. Stefan Kilgus is a partner in the Project & Structured Finance Group in Watson, Farley & Williamsʹ Hamburg office. After studying in Tübingen and London and qualifying as a German attorney in 1995, he practised in Germany and Singapore before joining Watson, Farley & Williams in 2007. Stefan specialises in international finance transactions. A particular focus lies on the financing of offshore wind projects and other renewable energy projects. He also advises on acquisition finance. Stefan has been repeatedly called a ʺrecommended lawyerʺ in ʺBank Lending and Acquisition Financeʺ by the industry publication JUVE German Commercial Law Firms. Chambers Europe 2012 mentions him as a key individual in ʺProject Finance/PPPʺ.
OUR REAL ESTATE TEAM 11 Dr. Ivana Mikešić, LL.M. Partner Frankfurt Michael Alexander Rojnic Partner Hamburg Verena Scheibe Partner Hamburg Lothar Wegener Partner Hamburg imikesic@wfw.com mrojnic@wfw.com vscheibe@wfw.com lwegener@wfw.com Dr. Ivana Mikešić joined Watson, Farley & Williams as a partner in Frankfurt in January 2013. Ivana has a profound background as a regulatory specialist. She focuses on the energy, infrastructure and real estate sectors. Together with her team, she delivers legal operational and strategic advice to developers, industrial players, institutional investors and governmental bodies. Defending her clientsʹ claims vis à vis in the Administrative and Constitutional Courts is a substantial part of her working commitment. Her team provides the link between the target asset and the relevant contract documentation in Corporate, Finance and Real Estate transactions. Michael Alexander Rojnic joined Watson, Farley & Williams in 2012 as partner in the Hamburg office. After having worked for GSK Stockmann + Kollegen for more than twelve years. Michael Alexander is a qualified German lawyer. He advises on real estate transactions, developments, lease and construction, public building law, corporate real estate matters, and related litigation and has strong expertise in office and hotel developments. Michael Alexander studied at the University of Hamburg and worked as a legal advisor with the German Embassy in New Delhi, India. Verena Scheibe is a partner in the Tax Group in Hamburg. She joined the firm in October 2006 after having started her career with Pricewaterhouse Coopers in the Tax General department in 2001. Verena is a tax advisor (Steuerberater). She specialises in tax matters and advice with an emphasis on closed end funds, private equity, renewable energy and real estate transactions. Verena is a lecturer at the Bucerius Law School in Hamburg and at the Fachinstitut für Steuerrecht e.v. in Hamburg. Lothar Wegener joined Watson, Farley & Williams as a partner in the Tax Group in April 2006. He is a qualified tax advisor and has previously worked for KPMG and a Hamburgbased tax and corporate law boutique. Lothar focuses his practice on tax / advice for private equity transactions, real estate transfers and closed end fund investments for both domestic and international investment structures. Watson, Farley & Williams Real Estate in Germany
12 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: +44 20 7814 8000 Fax: +44 20 7814 8141 1133 Avenue of the Americas New York NY 10036 Tel: +1 212 922 2200 Fax: +1 212 922 1512 26, avenue des Champs Elysées 75008 Paris Tel: +33 156 88 21 21 Fax: +33 156 88 21 20 Jungfernstieg 51 20354 Hamburg Tel: +49 40 800 084 0 Fax: +49 40 800 084 410 Piazza Navona, 49 2nd Floor int 2/3 00186 Rome Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717 Munich Milan Gewürzmühlstraße 11 80538 Munich Piazza del Carmine 4 20121 Milan Tel: +49 89 237 086 0 Fax: +49 89 237 086 222 Tel: +39 02 721 70 71 Fax: +39 02 721 70 720 Frankfurt Ulmenstraße 37 39 60325 Frankfurt am Main Tel: +49 69 297 291 0 Fax: +49 69 770 75800
OUR OFFICES 13 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, 4 28006 Madrid Tel: +34 91 515 6300 Fax: +34 91 563 1630 6th Floor, Building B 348 Syngrou Avenue Kallithea 176 74 Athens Tel: +30 21 0455 7300 Fax: +30 21 0459 4004 6 Battery Road #28 00 Singapore 049909 Tel: +65 6532 5335 Fax: +65 6532 5454 Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok 10330 Tel: +66 2 665 7800 Fax: +66 2 665 7888 Units 1703 1707 One Pacific Place 88 Queensway Hong Kong Tel: +852 2168 6700 Fax: +852 2918 9777 All references to Watson, Farley & Williams and the firm in this brochure mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a partner means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This brochure is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. This publication constitutes attorney advertising. 100 000 2106 HAM 04/02/2014 Watson, Farley & Williams 2013 Watson, Farley & Williams Real Estate in Germany
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