SALE AND LEASEBACK OF TELECOMS TOWERS

Our sale and leaseback experience

We have market-leading expertise in the ■ Advising a major telecoms operator in Africa on the telecommunications sector and in sale and leaseback drafting and negotiating of a suite of transactional arrangements, particularly in relation to RAN portfolios. documents to effect a major telecoms sale and leaseback transaction (1400+ sites). Sale and leaseback structures involve a multidisciplinary approach and our experience includes assessment of ■ Advising another global operator on a series of tower , categorisation of the assets into relevant packages, sale and leaseback projects across different African analysis of title to assets, preparation of sale packages for countries. distribution to the market, preparation of sale and leaseback documentation, including consideration of all ■ Advising a large Middle Eastern operator on all aspect relevant regulatory requirements and execution of of the structuring and launch of the country's first ever documentation, including transfer documentation tower project. associated with assets. ■ Advising BT in connection with its ground-breaking We set out below indicative experience of our lawyers in multibillion sale and leaseback programme with relation to sale and leaseback transactions. Telereal. ■ Acting on behalf of owners on site leasing/site sharing EXAMPLES OF OUR WORK arrangements for Mercury, O2, Orange, Vodafone and Cable & Wireless including standard easement/way ■ Advising a leading telecoms operator in Europe/Asia leave arrangements for dedicated "leased" lines. on the proposed sale & leaseback of its tower business comprising in excess of 12,000 sites, ■ Advisor to ABSA Limited in the sale and including the negotiation and drafting of bespoke leaseback of its entire desktop environment to Gijima transactional documents to effect the sale and AST. leaseback. Our work included assistance in influencing the development of a favourable ■ Advising in the sale and leaseback by the BBC of the regulatory regime for infrastructure sharing. whole of its UK transmission business to an American company, involving over 900 properties from buildings to masts. ■ Advising in relation to the management of the Telstra ■ Advising on the sale and leaseback of an office disposal programme (Australia's largest building in Milan. telecommunications company), including the following: ■ Advising on the purchase and leaseback of a portfolio composed of various retail assets located in Italy. a) drafting licence and sale and leaseback arrangements (including drafting protection ■ Advising Macerich (NYSE-MAC) in closing a 43- mechanisms for high risk telecommunications property sale and leaseback transaction with the real operations servicing the New South Wales estate operating company affiliated with Mervyns. region); The portfolio consisted of space and ground leases, with the firm handling the subsequent leasing b) drafting of telecommunication easement and subleasing of stores back to the retailer. The firm arrangements and easements in general; also negotiated redevelopment rights for sites located in Macerich centres and the positioning to sell c) drafting precedent telecommunications acquired assets to mall owners for non-Macerich easement; and centres.

d) drafting of subdivision contracts, significant ■ Advising a leader in the senior housing and health exposure to contamination issues including care field in the USD $162 million sale of seven drafting remediation contracts and remediation senior care facilities providing Alzheimer’s care, deeds for the "clean up" of contaminated lands. nursing, independent living, and assisted living. In addition to the purchase and sale transaction, the sale ■ Acting for British Gas plc (now National Grid) on the included agreements to memorialise sale/leaseback sale and leaseback of 7000 sites varying from sites arrangements pending receipt of health care licenses; containing gas governing equipment to very large ongoing co-development rights between the buyer sites containing holds or gas production plant and and an affiliate of the client; ongoing management of equipment. To extract value from its assets, British the acquired assets by the client; non-competition Gas sought to partner with a telecoms operator and agreements from the principal limited partners of the entered into an agreement with Hutchinson. The seller partnerships; and sophisticated 1031 exchange mechanism allowed the telecoms operator to documentation. determine where to locate masts and on which properties. The transaction documentation provided a ■ Advising a North American opportunity framework for the operator to take a long (199 fund in acquiring a 53-site real estate portfolio. The years) of the part of the site on which the relevant transaction closed within a period of eight weeks, mast and equipment were to be located. which included, among other features, due diligence for the 53 real estate sites and negotiating the ■ Acting for Shell UK Ltd on the sale and leaseback of purchase-and-sale agreement, 40 sale and leaseback 180 petrol stations to a private property company. transactions and a facility. The petrol stations were leased back to Shell for 30 years. ■ Advising the real estate division of a leading financial services provider to institutional in the ■ Acting for Royal Bank of Scotland as lead Arranger unconsummated sale and leaseback of an eight story on a facility for a £250 million sale and leaseback of office building with an associated four-story parking bank premises. garage in Massachusetts.

■ Acting for a German bank in a syndicated loan ■ Advising Marks and Spencer on proposals for the transaction to refinance the acquisition of two redevelopment of a major BBC transmission site, shopping centres, both in connection with a sale and including relocation of the mast and transmission leaseback scheme, in Düsseldorf and Greifswald. facilities. Preparing and drafting of all necessary loan and security documentation. ■ Acting on behalf of International Global House on the sale and leaseback of 12 properties ■ Advising a Norwegian company on a sale and forming part of a International hotel chain, including leaseback agreement for its head office and the Grosvenor House hotel and the Waldorf hotel, production plant in Asker, outside of Oslo. London with a transaction value of US$2 billion.

■ Advising on sale and leaseback of production facility ■ Acting for Royal Bank of Scotland as lead Arranger at Bělá, Czech Republic. on a facility for a £250 million sale and leaseback of bank premises.

02 | Benchmarking ■ Acting for a German bank in a syndicated loan transaction to refinance the acquisition of two shopping centres, both in connection with a sale and leaseback scheme, in Düsseldorf and Greifswald. Preparing and drafting of all necessary loan and security documentation.

■ Acting for Britannia Building Society as lead Arranger on a £125m facility for a sale and leaseback of bank premises.

■ Acting for BBVA FII on the € 87 million sale & leaseback acquisition of an office building located in Paseo de la Castellana (Madrid).

■ Advising on the refinancing of a new hotel development in Dresden in connection with a sale and leaseback scheme. Preparing and drafting of all necessary loan and security documentation.

FACTORS AFFECTING SALE & LEASEBACK On the basis of our extensive global expertise and experience working with clients in the telecoms space and on sale and leaseback transactions, we have identified in the diagram below, a number of external factors that are likely to effect the structuring of the Project.

Factors impacting sale & leaseback structures

Tax planning

Accounting Real estate treatment laws

Group Regulatory considerations landscape

Financing of Sale and leaseback Due diligence purchase structure findings

Build to suit agreement sentiment and elasticity

Role of SubCo Technology Foreign risk profile

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