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Building relationships Our global Real Estate team Building relationships Our experienced global Real Estate team

“I think of Eversheds Sutherland as a partner, not a supplier. It’s a service that hits all the right spots. They have introduced innovative methods that have allowed us to reduce costs whilst still making it a worthwhile deal for Eversheds Sutherland. They always deliver on budgets because they are open, up front and have the right conversations with us.” Director of Fund Management, Legal & General

2 In good company Some of our key clients include:

Landsec LBQ Lloyds Blackstone Cisco LinkedIn Microsoft Nuveen State of Aberdeen Standard Expedia Swedish State Pension Fund Hilton Harworth for Legal & General BNP Paribas Bayerische Landesbank Citi Group Credit Suisse Berkeley Berlin Hyp St Martins Canada Life Lendlease

Please do get in touch, we would be delighted to hear from you.

3 Building relationships Our experienced global Real Estate team

Our credentials

We have the largest full We have over 3,000 We have deep experience Advising four of the world’s service real estate team lawyers in 69 offices spread in many industry sectors, leading sovereign wealth of any global law practice over 34 countries including energy and funds consistently ranked in infrastructure, financial directories worldwide services and technology

We are on the panel We act for over 66 of the We advised our clients on of more than 25 major FTSE 100, 72 of the landmark deals including international banks and Fortune 100 and 120 of the The Shard (London), Grand several hundred global Fortune 200 Central (), corporations Media City ()

4 5 Building relationships Our experienced global Real Estate team

Contents

08 10 12 Our global footprint Our experience Sales and purchases Our global network of offices An overview of our experience Overview of our sales and allows us to advise our clients and knowledge across the purchases credentials and recent across every jurisdiction complete project life cycle deals from our international team 28 32 36 Debt finance Tax and transaction Construction and litigation Overview of our debt finance structuring Overview of our construction and credentials and recent deals Overview of our tax and transaction litigation credentials and recent from our international team structuring credentials and recent deals from our international team deals from our international team

6 16 20 24 Leasing Development Asset management Overview of our leasing Overview of our development Overview of our asset management credentials and recent deals credentials and recent deals credentials and recent deals from from our international team from our international team our international team 40 44 Funds Global Estate Management Overview of our funds Overview of our Global Estate credentials and recent deals Management service and recent from our international team deals from our international team

7 Building relationships Our experienced global Real Estate team

Our global footprint

US

Atlanta Austin Chicago Houston New York Sacramento San Diego Washington DC

Africa

South Africa Tunisia Durban Tunis Johannesburg Mauritius Port Louis 8 Europe

Austria France Russia Vienna Riga Belfast Belgium St Petersburg Birmingham Berlin Vilnius Slovakia Düsseldorf Luxembourg Bratislava Prague Hamburg Luxembourg City Munich Madrid Netherlands Tallinn Amsterdam London Budapest Finland Rotterdam Stockholm Manchester Hämeenlinna Ireland Newcastle Helsinki Dublin Warsaw Berne Nottingham Jyväskylä Romania Geneva Tampere Milan Bucharest Zurich Turku Rome

Asia

Singapore Beijing Brunei Brunei Darussalam

Middle East

Iraq Saudi Arabia Baghdad Riyadh Erbil Jordan Amman Dubai Qatar

9 Building relationships Our experienced global Real Estate team

OurOur experience experience

The following sections provide an overview of our experience and knowledge across the complete project life cycle including:

Sales and purchases Leasing Development Asset management

Debt finance Tax and transaction Construction and Corporate and funds structuring litigation

Global Estate Management

10 “They are fast, efficient and extremely responsive. They have been one of our very best performing panel firms ever since we started to use them. A relentless commitment to client service and to doing their very best in our interests set them apart.” Director of Fund Management, Legal & General

11 Building relationships Our experienced global Real Estate team

Sales and purchases

Over the past three years we have helped our clients purchase over €20 billion of real estate assets.

Sales and purchases demand a wide variety of fully integrated Deal management skills. We will always field and co-ordinate teams that deliver succinct and joined-up advice for you. We focus intensely on transaction management. This begins with assembling the right team for you and Due diligence drives asset acquisitions. We will work with you embedding efficient communication and an effective project to identify your key objectives and tailor our due diligence management plan. We will also use the full range of IT and advice to deliver them. We will produce precisely tools, such as online extranets, to help manage information targeted reports which you will be able to use for negotiation, efficiently for you. During each deal, we will set up regular price reduction and future planning. feedback sessions, update meetings and calls for you. This Contract negotiations anchor all transactions. We will ensures you will have full visibility on progress and the concentrate on what you want commercially and get you the opportunity to input on all issues that matter to you. contract terms that deliver it. Direct and indirect deals We will adapt our approach and team, depending on whether you intend to make a direct or indirect real estate acquisition. We have extensive experience in establishing and dealing with joint venture vehicles, both in the regulated and unregulated space.

12 Sales and purchase experience

Client Experience Advising a Korean Investment Trust on behalf of Korean institutional investors on the acquisition JR AMC Co. Ltd. of Porr Tower, a 23.000 sqm office building, the headquarters of the second largest Austrian construction company Porr, in . Representing a German investment fund on the acquisition of a 25,000 sqm commercial building Real I.S. AG including a shopping centre, hotel and office space on Vienna´s Western Main Train Station with a value of €110m in Austria. Divesting of the former Nokia factory and office facilities in Salo, Finland, in a two phased Microsoft multidimensional transaction, including a total of 90,000 sqm office space and a land area of 132.000 sqm. Signal Capital €93m acquisition of the Lynus portfolio of seven office buildings in the Amsterdam and Rotterdam Partners area in the Netherlands from Fund Management. Advising Montea on various acquisitions and developments of logistic properties in the Montea Netherlands e.g. properties for Bakkersland and Scotch & Soda in the Schiphol area and the acquisition of a logistic distribution centre at Business Park Vosdonk. Investors and Acquisition of a hotel building in Brussels South railway station, to include all negotiation work, property developers due diligence, and contract drafting. Sale of a portfolio of 1,200 apartments and 28 residential properties in 15 prime locations around Ilmarinen Finland. Middle East fund €103m acquisition of the building “La Factory” located in Boulogne-Billancourt, France. International Investor Acquisition and finance of a portfolio of 23 shopping centres in Germany for €680m. Acquisition and asset management of several landmark multi-let office investments in Dublin, Hibernia REIT Ireland with a combined total value of circa €340m. £100m acquisition of the development site and, via an offshore corporate wrapper, 40,000 sq ft Kier office space in Manchester. Birmingham City £335m sale of the 435,000 sq ft Grand Central shopping centre in Birmingham, UK to Council and Network Hammerson. We have been retained by Hammerson on the leasing of the development. Rail JV We advised Blackstone on the £460m sale of their Victoria Hall / Union State student Blackstone accommodation portfolio comprising 13 assets in the UK, Spain and Germany.

13 Building relationships Our experienced global Real Estate team

Client Experience £1.2bn acquisition and development financing of the Shard of Glass and the Place at London LBQ Bridge in the UK. HVB Immobilie Turn-around and sale of the client’s Swedish €40m asset Front Lindholmen. K.D.D.I Acquisition of a large office building in the center of Paris, France. Acquisition of more than 20 shopping centres in the US having an aggregate value of more than Confidential client $500 million. Financing and acquisition of a mixed-use commercial property in Vienna, for €110m. The Real I.S transaction included a cross-border share deal, involving our teams in Germany, Austria and Luxembourg. ICG Longbow Advising on the portfolio acquisition of six hypermarkets in Spain. Patillo Industrial The sale of a portfolio consisting of 4.1m sq ft of 69 industrial properties. Real Estate A $5 billion purchase of 3.8 million acres of forestland - the largest private timberland sale in US A consortium of buyers history at the time. Acted as sole UK legal advisor for Elite Partners Capital on its first UK real estate venture with the Elite Partners Capital acquisition of 97 property assets across the UK through a managed fund. Rockspring PIM Advising on the sale of a 21 supermarket portfolio. Credit Suisse Advising on the sale of a retail park on the outskirts of Madrid. Advised on the sale of its UK commercial estate, comprising 5,200 properties for £1.45bn. The Network Rail transaction represents one of the largest UK property sales in history. Confidential West Acting successfully on behalf of the client in a precedent-setting lease dispute against a local Coast Tech Company Swedish market leading listed Real Estate Company. Blackstone Advised on the sale of the iconic Adelphi building in Covent Garden, London. Represented our Asian client, Dija LLC, in the $133 million acquisition of the Lansdowne Resort & Landsdowne Resort Spa in Leesburg, Virginia. The 486-acre resort on the Potomac River includes 296 guest rooms and suites, a full-service spa, 55,000 square feet of meeting space and other leisure facilities.

14 Client Experience Advising on the acquisition of a highly strategic, premium group of student accommodation LetterOne assets in the UK totalling 3,262 student rooms for £680m. Australian diversified Represented the US division in the acquisition of an industrial site in Georgia, US. industrials company INMARK Vienna Representing a Korean Investment Trust on the acquisition of an office building located in Vienna, Wholesale Property Austria for €69m. Fund No.17 PATRIZIA Immobilien Advising on the acquisition of an office building in Barcelona, Spain. AG Advised on the sale and transfer of the Forever 21 and PULL&BEAR flagship stores located in Dutch private investor Amsterdam. Trikaya Acting for the client in acquisition of Futurum Brno shopping centre in Czech Republic. Real estate investment Represented a leading US REIT in its acquisition of the Armour Yards development, a flexible trust multi-family scheme in , Georgia. Credit Suisse Advised on the sale of Rivas Futura retail park to Lar España SOCIMI in Madrid, Spain. Advised on the indirect acquisition and financing of Holland Casino in Amsterdam, the Dutch private investors Netherlands. Harbert Management Advising on the sale of Habaneras Shopping Centre in Alicante, Spain. Corporation Advised on the sale of a retail park located in Terrasa in Barcelona Spain, to the German fund Citygrove Leisure REAL IS for €72m. Our legal advice included drafting and negotiation of the sale and purchase agreements, vendor due diligence and tax related issues. Advising the client in the sale of three university properties located in Helsinki, Finland, to Swedish Helsingin Yliopistokiin- property investor Hemsö. The deal was one of the largest educational transactions ever in Finland teistöt Oy with the total transaction value of €80m including the renovation works. Represented a UAE investor in a joint venture with a US investor in approximately 16,000 acres of Middle East Investment farmland in the Southwestern US.

15 Building relationships Our experienced global Real Estate team

Leasing

Leases drive the market Anchor tenant deals We understand that delivering letting transactions quickly, John Lewis without compromising quality, is critical to you. We will be by your side all the way from heads of terms to completion. Top Shop

We will always offer you our input at the start of transactions. Selfridges We will help you ensure that heads of terms are legally feasible and appropriate. Cisco On receipt of heads of terms, we will prepare and issue Harvey Nichols documents to counterparties at top speed, often using pre- prepared packs. We will work with you to prepare these in Microsoft advance to get transactions moving quickly. Malmaison Meetings Expedia Just turning numerous drafts with tenants is Cabinet Office unproductive and time consuming. We prefer to meet them and their advisors and agree key points, rather than batting travelling drafts backwards and forwards between lawyers. This approach greatly accelerates your transactions. We will also work closely with you (and constantly seek feedback) to streamline your work.

16 Leasing experience

Client Experience Leasing out of the former headquarters and representing the client in concluding several notable Microsoft lease agreements, most recently the lease agreement on the new Fortum Oyj headquarters in Finland. Assisted Ted Baker and SuperGroup with reviewing and negotiating the lease agreement for the International retailers lease of retail space in Designer Outlet Roermond, in the Netherlands. Microsoft Lease for office space (HQ) in the center of Milan and at Brussels Airport. The negotiation of a fitting-out works contract of its Paris office, and HQ lease agreements in LinkedIn Milan, Stockholm, Dublin and Madrid. Hilton Leases and franchise agreements in Germany, the Netherlands, Belgium and Italy. Shopping centre pop-up stores and high street retail leases in Sweden, Germany, the Urban Outfitters Netherlands, France and Italy. Advice on all real estate matters in Sweden, Belgium, Poland and Italy including lease renewals, Microsoft breaks and re-gearing. Various lease agreements for office space in the Netherlands and Germany, HQ in Italy and Boeing negotiation of land lease agreement with various entities in the Bari Airport. Cisco Lease agreements of multiple offices in Sweden, Belgium, Spain, Italy, Poland and France. BNP Paribas REIM Advising in all lease agreements concerning two buildings in Sesto San Giovanni Milan, Italy. Gmbh PPD Italy Lease agreements and subsequent amendments in Italy. Microsoft Negotiating and renewing a number of the client’s lease agreements in Estonia, Sweden and Italy. Negotiation and execution of multiple turnkey hotel developments and lease agreements in Room Mate Hotels Barcelona, Madrid, Florence, Rome, Milan and Naples.

17 Building relationships Our experienced global Real Estate team

Client Experience

Claire’s Accessories Advice on all real estate matters in Belgium, including lease renewals, breaks and re-gearing. Paris-Saint-Germain FC Lease agreement for new headquarters in France. Lease agreements for retail spaces and distribution centres across multiple European countries, Forever 21 including France, Germany, The Netherands and Belgium. Paul Smith Advice on the client’s business roll out in Germany.

Hibernia REIT plc Acting on three separate lease deals in Dublin, Ireland to HubSpot, ENI Insurance and ComReg.

English Cities Fund 80,000 sq ft leasing of One New Bailey in Manchester to Freshfields Bruckhaus Derringer. Columbia Sportswear Negotiating four “lease of business as a going concern” concerning four shops in four different Company shopping malls in Italy near-by Rome, Florence, Milan and Padua. Northrop Grumman Advising this leading global security company on an office lease in Poland. The development agreement for the client’s 250,000 sq ft European HQ on Oxford Street in Facebook London and the client’s head lease in Paris, Stockholm, Brussels, Warsaw and in Milan. Barclays Bank Acting for Barclays on an Agreement for Lease and Lease of its new offices in Dublin, Ireland. Ireland plc Assistance in agreeing with local municipality in the construction and the utilisation of temporary Harrod’s buildings in Costa Smeralda, Italy. Lease agreements for retail spaces across multiple European countries, including Germany and Ted Baker the Netherlands. Finnesh multinational Advising a Finnish multinational telecommunications, information technology and consumer company electronics company on a sale and leaseback arrangement in Poland. Pattillo Industrial Advice in relation to industrial development, leasing and build-to-suit, including the leasing and Real Estate development of more than 20 million sq ft of industrial space in the US. We provide development leasing of new schemes across their portfolio including the £2bn Hammerson extension of Brent Cross. Providing advice on the contractual agenda as well as representation in several negotiations McDonalds regarding new leases in Czech Republic. The letting of several premises in France and Spain and right of use of the premise to HomeAway Expedia in Rome. Lease for office space in Brussels, Malmö, Gothenburg and Stockholm.

18 19 Building relationships Our experienced global Real Estate team

Development

Our experts can guide you through the key stages of your developments: finance, land assembly, urban planning, vacant possession strategy, construction, pre-letting and completion.

We advise our investor and developer clients on the full range ü scheme footprint ü financial contributions to of development and refurbishment. This work can be as works complex as the site acquisition of 13,000 plots for London’s ü rights to light ü building regulations Olympic Park to something as simple as re-partitioning an ü oversailing office suite. ü construction procurement ü environmental risks Our teams understand the nuts and bolts of property methods, professional development and can dovetail the necessary land law, ü onsite and offsite works appointments and landlord and tenant, construction and urban planning advice building contracts vacant possession needed either to undertake a development or manage/ ü  strategy ü liquidated damages acquire a development asset. ü headlease restrictions ü performance bonds and With our help, development obstructions can be quickly guarantees identified and addressed/managed. This gives clients comfort ü restrictive covenants for the future and is invaluable when securing development ü tax finance. ü regulatory restrictions ü S.106 and S.278 üplanning permission Managing development risk Agreements Community Infrastructure The key to a successful development is early analysis and the ü  ü pre-lettings Levy management of risk and regulatory requirements. With this in ü warranties and third party mind, we work from the outset to address the key issues: ü sustainability requirements rights

20 Development experience

Client Experience Advising on the development and sale of a 20,000 sqm student home with 630 rooms and on the Stonehill Holdings Sarl purchase of a real estate property for the development of a business apartment house with 190 rooms in Vienna, Austria. Acting as the sole legal advisor regarding the Marriott Courtyard–hotel Tampere arrangement, by Keva which Marriott opens its first hotel in Finland. Rockspring Support the client’s major development scheme in France. Providing full legal service for the development of the new Spatial Plan for Riga and local Municipality of Riga construction regulations in Latvia. Advising on all aspects of the award winning Logistics North development in the UK from Harworth the initial conditional sale agreement through the planning process, the financing of the infrastructure, construction contracts, plot sales and forward funding. Homes England Providing a range of legal advice as part of the Major Projects & Infrastructure panel.

Aerium A joint venture development of a €80m city centre retail project in Kiel, Germany. High Speed 2 (HS2) and Advising HS2 and the Secretary of State for Transport on the overall structuring and then the Secretary of State for procurement of a preferred development partner for the £6.4bn mixed use regeneration of the Transport Euston estate. The sale of a prime residential development at Hanover Quay in Dublin City Centre, Ireland for Cairn Homes plc €101 million. China General Nuclear Acquisition of a portfolio of operational and development windfarms in the Ireland and Northern Europe Ireland, being 231mw of operational onshore windfarm assets in 14 separate projects. Obtaining zł1bn financing from the European Investment Bank for projects in transport, The City of Warsaw education, healthcare, social services and public spaces in Poland. Comprehensive advice on legal aspects of technical requirements issue process to ensure RB Rail compliance with the laws of the three Baltic States in Latvia.

21 Building relationships Our experienced global Real Estate team

Client Experience Advice in relation to the £650m regeneration of Salford’s historic and civic centre in Manchester from the initial development agreement through planning, land assembly (including CPO) to the English Cities Fund JV current delivery state including in 2017 the forward funding of the 187,500 sq ft Two New Bailey and forward funding of a 633 MSCP. Confidential investor Establishment of three new investment funds for developments in Sweden valued at kr1bn. Land acquisitions, planning, obtaining vacant possession, headleases, tax, planning, construction, St. Martin’s Courtyard leasing and management in St Martin’s Courtyard in London including a £120m financing of the completed development by Aviva. Site assembly, the forward funding and construction of a £98.7m private rented sector Amstone development scheme in Manchester. Financing of the £1.2bn Shard of Glass development at London Bridge comprising offices, The Shard and the restaurants, a hotel, apartments and a viewing gallery as well as continued advice on construction Place contracting, tax structuring, construction financing, technical title matters, certificates of title, pre- lettings, corporate matters and property management contracts. Spanish developer Advised on a variety of matters related to the development of wind farm projects in Poland. Croatian construction Advised and represented a major Croatian construction company with respect to two strategic company double-circuit 400kV overhead power line construction projects in Poland. Fuqua Development Advice in relation to both the Class A multifamily and ground-level retail components of the $300 and Pollack Shores million plus mixed-use development surrounding the Atlanta Braves Stadium in Cobb County, Real Estate Group Georgia. Hines/public pension Acquisition, development and financing of a 400,000 sq ft office tower over a retail podium with a fund joint venture separate structured parking deck in the Nashville Central Business District of the US. Acquisition, developing and leasing of numerous single user data centers and call centers T5 Data Centers throughout the US, including more than one million sq ft in Georgia, Idaho, Louisiana, Kansas, Maine, Missouri and Tennessee. MediaCity UK Advising on forward funding of a £55m, 238 apartment Build to Rent development. development

22 Client Experience

Microsoft Advised on the acquisition and development of data centres to be developed in the Netherlands. Financing of the £340m Fielden House development adjacent to The Shard in London for Qatar National Bank residential units, including advice on complicated issues such as vacant possession and rights to light. Brembo Advice relating to the development of the client’s production facilities in Poland. Birmingham City The £600m redevelopment of New Street Station in Birmingham, UK including the pre-let of the Council and their JV 250,000 sq ft John Lewis and the redevelopment of Pallasades and Ladywood House to create partner the new Grand Central shopping centre. Advise on major developments and refurbishments, including West 12, Ashford and Westgate. Advising the global leader of co-working, on the leases and construction of three prime office WeWork buildings in the best areas of Madrid and Barcelona, Spain, to be dedicated to co-working spaces. Our advice included real estate, construction and tax related issues for €90m. Cyrus One Advised on the acquisition and development of data centres to be developed in the Netherlands. Providing legal support in the acquisition and development of a premium office and apartment Expandia Group building in Pilsen, Czech Republic. Advised on the development and lease of a new laboratory and office building to be developed in DuPoint the Netherlands. General Directorate Advising the Polish motorways authority on several high-profile projects covering design, for National Roads and construction, financing and operation of a number of sections of A1 and A2 motorways in Poland. Motorways

23 Building relationships Our experienced global Real Estate team

Asset management

Property management is key and often undervalued by lawyers. This can lead to matters being given to inexperienced junior staff creating inconsistent service delivery and problems on disposal.

We know that all Asset Management is vital to safeguard Our asset management work often involves advice on: your assets and create income flow. We ensure that all management matters are allocated to properly qualified ü rights to light and experienced , who negotiate them under close partner supervision with minimum fuss through to ü tenant insolvency completion. ü enforcement of covenants A full life cycle approach ü technical service charge advice Our asset management teams will flex to suit your demands. ü boundary disputes They will be involved in the purchase of an asset and will Carbon Reduction Commitment ensure the seamless transition from purchase to daily ü management and eventual sale of the asset. This full life cycle ü Equality Act approach sets us apart from some firms who prefer to focus only on sale and purchase transactions, and it creates best ü alterations value to you. ü lease extensions We divide up letting work between our transactional and ü debt collection asset management teams. The transactional team deal with the high value/anchor type lettings whilst the asset ü lease re-gearing management team deals with the routine/repeat lettings. ü maintenance and repair obligations Our asset management work often involves advice on: ü telecoms wayleaves

24 Asset management experience

Client Experience Full suite of asset management advice across its retail, leisure and retail outlet portfolios in Landsec London and the regions. Recent acquisition of the Hermes factory outlets portfolio navigating through the limited partnership(s) and unit trust(s) structure in which the assets were held. Ongoing asset management service in Germany, including advice on leases, and real estate Tristan Capital litigation. Acting on all estate management matters for Hibernia REIT across its property portfolio in Ireland Hibernia REIT plc valued at €1.2bn. Microsoft Advice on all real estate matters in Ireland, Italy, Sweden and Belgium. Advice in relation to all aspects of the property portfolios of the Legal & General Linked Pensions, Linked Life, Managed and Property Unit Trust Funds with a total value of c. £5bn, including Legal & General some of the most prestigious properties in the UK such as the Rolls Building, the F.A.’s Football University at Burton on Trent, and over £2bn of top flight retail and supermarket property. Advice in relation to the client’s £2bn UK shopping centre portfolio. This includes the development and letting of Victoria Gate Leeds and Watermark Southampton, and the initial Hammerson development, letting, subsequent “Spiceal” Street extension and ongoing management of Bullring, Birmingham. Asset management and high value leasing for three of the client’s prime London assets: Blackstone Devonshire Square and Broadgate Quarter. Trigon Capital Asset management services in relation to property in Estonia. The management of their Park Royal and Greater London industrial portfolios with combined areas of over 6m sq ft of built space. The focus is on speed to rent which is measured through SEGRO quarterly reports against pre-agreed metrics and also involves advising on ‘build to suit’ units and distribution warehouses. Property letting and asset management transactions including advice on rights of light and service charge recovery, tenant insolvency and enforcement, to high value lettings including securing office deals at rents over £1m p.a. in landmark buildings in London and major UK cities. We also Credit Suisse advised on The high profile insolvency of UK , which was headquartered in Credit Suisse’s building at Spinningfields in Manchester. This involved advice on creditor’s rights, regaining possession, service charge cost recovery and a strategy to maximise the landlord’s debt recovery from the insolvent tenant.

25 Building relationships Our experienced global Real Estate team

Client Experience Property asset management covering all aspects of office, industrial and retail work in the UK and Aberdeen Asset assistance in Belgium, Sweden and Finland with transactional work, lease matters and potential Management disputes. Metro Capital Advising one of the leading residential property developers in a number of matters in Estonia. Asset management services for the UK’s largest REIT across its multi-billion London, retail and Landsec leisure portfolios, as well as major developments and refurbishments, including One New Change, Gunwharf Keys and Westgate Oxford. Advice on structuring the asset management service, development of a new real estate portfolio State JSC management agreement in Latvia.

We have over €40 billion worth of assets under management.

26 27 Building relationships Our experienced global Real Estate team

Debt finance

Our Real Estate and Banking teams work closely together to provide cohesive and integrated advice.

We have extensive experience in advising on domestic Clients and international real estate finance transactions in the investment, development and structured real estate Aeriance Santander debt sectors. Clients include the whole range of lenders and borrowers. Through our work for them, we have Bayerische Landesbank Starwood Capital Group developed a deep understanding of each party’s needs and Blackrock Sunrise Senior Living requirements and give robust advice on all lending matters including: Cain Hoy TH Real Estate

– assistance in agreeing the term sheet Catalyst Capital Urban Exposure – negotiating the facility agreement and related security/ finance documentation Cheyne Capital Venn Partners – preparing property due diligence Credit Agricole RBS – work on satisfaction of conditions precedent Expedia Credit Suisse – post-completion registrations and formalities Invesco Real Estate Lloyds We understand how real estate assets are managed and always ensure that the finance documents dovetail with the ICG-Longbow Savills I.M. property management and other asset requirements. Legal & General Qatar National Bank Where acquisitions are debt funded we integrate our due diligence to minimise duplication and save clients’ money. LetterOne National Bank of Abu Dhabi Deutsche fandbriefbank AG

28 Debt finance experience

Client Experience €48.2m refinancing by Morgan Stanley of Woon Winkel Fonds a Dutch real estate fund Woon-Winkel Fonds managing a portfolio of retail, offices, industrial and residential real estate located throughout The Netherlands. Bayerische Landesbank and Acting on all estate management matters for Hibernia REIT across its property portfolio in Deka Bank Ireland valued at €1.2bn. €188m loan facility for the acquisition of a portfolio of office properties in Berlin,Hamburg, Invesco Real Estate Munich and Offenbach in Germany. Credit Suisse €200m loan facility for the acquisition of a portfolio of residential properties in Germany. HSBC €108m loan facility for the refinancing of a portfolio of industrial properties in Germany. Acting for a joint venture including Colony Capital in connection with the €180,000,000 Ronan Group Real Estate acquisition of a 4.6 acre waterfront development site in Dublin’s (Ireland) docklands. Acting for a banking syndicate on their €250 million working capital facility to Glenveagh Bank Syndicate Properties plc, the Irish listed homebuilder. €60m financing with Banque J. Safra Sarasin (Luxembourg) SA for development various Ivy Groep shopping buildings located at Rokin in The Netherlands. Rockspring PIM Refinancing of the acquisition of Rockspring’s Spanish retail portfolio. £300m senior and mezzanine loan financing package for the development of student Bank syndicate accommodation in the UK. LetterOne Treasury Services £100m facility on a residential development financing in Central London. £100m whole loan financing of Hub’s Hoola residential development at London’s Royal Docks and subsequent sell-down of a senior tranche to a Far Eastern bank (and related Venn Partners intercreditor arrangements). Also advice on all aspects of the structuring of the client’s PRS government guarantee scheme, as well as precedent loan and security documentation.

29 Building relationships Our experienced global Real Estate team

Client Experience Santander and United Advice in relation to a $450m JV between Arora, Queensgate Investments and AEG, on the Overseas Bank financing of the Intercontinental at the O2 and related residential tower in London. HSBC £65m hotels development financing in London. Advice in relation to a number of bilateral acquisition financing facilities, provided by an Savills Investment international bank for the purposes of acquiring Swedish property and the acquisition of logistic properties in Scotland, The Netherlands and in Sweden. Raising money against the client’s properties with the aim of securing financing for the whole Wendre business in Estonia. The workout of a $1.2 billion securitized mortgage loan secured by a large portfolio of luxury Bank of America hotels located in the US and the Caribbean. A $190 million mortgage loan transaction secured by the Ritz-Carlton in Key Biscayne, Florida and Metlife a $78 million loan transaction secured by the Sawgrass Marriott Golf Resort & Spa in Ponte Vedra, Florida. mBank Hipoteczny Advising in connection with a loan agreement for financing of the construction of shopping (part of Commerzbank centre in Zawiercie, Poland. group) Bank finance for the acquisition of an international portfolio of 13 Holiday Inn and Crown Plaza Invesco Real Estate hotels in Germany and the Netherlands, with a volume of €530m one of the largest European hotel transactions in 2017. $120 million mezzanine financing arrangements for the purchase of the 42-story, 1.7-million sq ft 1285 Avenue of the Americas building in New York for $1.6 billion and the origination and Nuveen Real Estate acquisition of a $55 million B-Note which was a portion of a $300 million first mortgage loan secured by the Graybar Building in the Manhattan CBD. Fortune 50 insurance Advised in the closing of the US$91 million hotel financing in the US. company Raiffeisenbank Region MitteRepresentation of the bank for refinancing the projects “Astoria palace” and “Kopaka” in Waldviertel Bratislava, Slovakia.

30 31 Building relationships Our experienced global Real Estate team

Tax and transaction structuring

Our dedicated Real Estate Tax team will assist you from the start of each transaction and analyse all relevant tax issues.

We can advise on legitimate mitigation of tax liabilities We will work closely with you on all aspects of your through our wide experience of transaction structures. structuring, ensuring that the proposed legal solution is commercial and operates without undue cost or bureaucracy. Structuring In working on international structures, we regularly partner We advise a wide range of onshore and overseas investors with overseas lawyers and custodians in jurisdictions such as acquiring UK assets. We help them establish the optimal the BVI, Channel Islands and Luxembourg. We have all the structure for their holding and acquisition vehicles. This necessary relationships to deliver any overseas structuring for typically involves analysing the underlying investors’ tax you in an integrated and seamless style. position, applicable taxation treaties, target investments and the proposed business. We will propose arrangements that minimise tax leakage, making best possible use for you of the available taxation treaties and local tax rules.

32 Tax and transaction structuring experience

Client Experience Advising Keva in court and negotiations in a complex and groundbreaking matter of Keva landlords´damages related to value added tax in lessee’s bankruptcy in Finland. The acquisition and structuring of a Belgian real estate company for a total transaction value of €23m. This involved tax due diligence of the target company, obtaining an advance tax German investment fund ruling to carry-forward losses in Belgium, and obtaining an advance tax ruling to withhold tax exemption of profit repatriation through dividend/interest payments. Full tax due diligence services and tax advice on property disposals including VAT, Transfer SAREB Tax and Tax and transaction structuring matters in Spain. Full tax due diligence on the acquisition by a major UK investor of units in a Jersey Property Confidential investor Unit Trust including advice on available reliefs, stamp taxes, capital gains base cost, investment vs trading and UK establishment. Structuring of various UK student accommodation deals with a total value of circa £680 LetterOne million. Two of the portfolio acquisitions were in corporate wrappers. Advice in covering all tax aspects of the financing, acquisition, structuring and development Saudi Arabian Investors of the landmark Park Crescent West scheme at regent’s Park, UK including advice on SDLT, VAT, permanent establishment, withholding taxes and finance. Advising Middle Eastern investors on all tax aspects of the financing, acquisition, structuring Middle Eastern Investor and development of a landmark property in London, including SDLT, VAT, withholding taxes and finance. Restructuring one of the largest production property portfolios in Estonia, with additional Trading House Property OÜ assets in Finland and in Poland. Tele2 Restructuring a leading telecommunication company in Estonia. Financing of Windpark Kreekraksluis, financed with a mix of equity and debt project financing Investment company in the Netherlands. Buyouts of joint venture partners, which included acquiring the entire interest in 17 real estate Forestar developments in the US.

33 Building relationships Our experienced global Real Estate team

Client Experience The planning and execution of various acquisitions, including stock and asset acquisitions by Forestland Group a privately held UPREIT, as well as new markets tax credit financings in the US. On its £162 million joint venture with Scarborough Group International involving the Legal & General acquisition of a 50% stake in Thorpe Park Leeds, a 200 acre mixed use business development site in the UK. Acting on the acquisition of a portfolio of three outlet centres from Hermes Investment Landsec Management for £332.5 million via the acquisition of the limited partnership and JPUT holding structure. Advice relating to the joint venture and acquisition of a 50% interest in The Peel Group’s Legal & General £500m BBC MediaCity UK scheme in Manchester, UK.

34 35 Building relationships Our experienced global Real Estate team

Construction and litigation

Construction Real estate litigation Many real estate transactions involve either newly built or The team is led by experienced partners and has acted in over refurbished assets or those soon to be worked on. Our 20 reported decisions in the last three years, covering a wide Construction team is on hand to ensure that you take the range of disputes. full benefit of any ongoing warranties and covenants from The team has substantial experience in dealing with issues contractors and professionals. The team will also advise on arising out of the acquisition, management and disposal of any disputes or claims to protect your future position. commercial real estate including contested lease renewals, If you carry out works on your own account, our team will debt collection and enforcement of lease terms. They also work with them to fully document requirements, protect your have particular skills in property joint venture and fund interests during the development period and satisfy future disputes as well as large scale rent review arbitration and purchasers and occupiers of the asset without adversely expert determination work. affecting saleability. The team has substantial experience in dealing with the issues of site clearance, covenants and easements, rights to light and other nuisance claims. They have been involved in a number of reported rights to light cases both for developers and adjoining landowners; all of which have been successful.

36 Construction and litigation experience

Client Experience Acting for Sello Shopping Center in negotiating a contract for the construction of a smart energy system that ables self-production of solar energy. The Sello shopping center is the Keva first significant property complex in Finland to be part of the electricity reserve market offered by Fingrid. The procurement contract, construction appointments, 3rd party rights, FM The Shard contracts,practical completion issues and contract retentions in the UK. Full construction due diligence for the Swedish state Pension Fund on this new build office The Peak building in Victoria, London, including assignment of warranties to the purchaser. All construction aspects of the development at Spencer Place, RGRE’s substantial city centre Ronan Group Real Estate development comprising in excess of 400,000 sq ft office space, two hotels and a residential scheme in Ireland. Representing a Polish state entity in a major cross-border bankruptcy proceedings relating A publicly owned Polish to a multinational construction company which was involved in the motorway construction company projects in Poland. Confidential West Coast Acting successfully on behalf of the client in a precedent-setting lease dispute against a local Tech Company Swedish market leading listed Real Estate Company. Advised a state-agency employer in Poland in a variety of contentious and non-contentious road construction, private law, and insolvency matters, including negotiations with Asia's State-agency employer leading construction and engineering companies. This leading to the signing of a settlement (total value of claims and cross-claims valued at €250m). Advising the client in the drafting and negotiating of multiple construction contracts and in Telehouse respect of planning issues regarding its construction projects in France. Advising TYL Sammalvuori, a consortium of several excavating contractors relating to the Consortium of excavating Länsimetro subway project, the biggest infrastructure project ever in Finland. The total value contractors of the excavating contract is €100m. Advising the employer on an arbitration dispute in the value of PLN 1billion, relating to a Confidential development of a section of motorway in Poland.

37 Building relationships Our experienced global Real Estate team

“Eversheds Sutherland’s continued commitment to excellence has directly contributed to the success of our Logistics North development, with transactions for the development of 2m sq. ft of new commercial space completed in the last three years alone. This efficiency, coupled with their enthusiasm, make them a pleasure to work with.”

Phil Wilson, MD of Capital Growth, Harworth Group plc

38 39 Building relationships Our experienced global Real Estate team

Funds

Our real estate funds practice brings together experienced practitioners from our Real Estate, Fund Management, Tax and Real Estate Finance groups.

Getting the best structure Implementation and restructuring We regularly advise clients on establishment, restructuring We meet the needs of the real estate investment market and reorganising existing real estate funds to enable them to having broad experience of the various investment vehicles take in initial and additional capital and/or to extend the life available, both old and new. We support funds and investors or investment period of the fund, as well as exporting funds throughout the investment cycle and advise on all asset from and importing them into different jurisdictions. classes within the real estate sector. Product development Looking out for investors We advise on investment structures (both domestic We also advise institutional investors including large and offshore), governance and regulatory issues, asset public and private pension schemes, development finance management and other third party arrangements and the institutions (DFIs), sovereigns, family offices, funds of funds, appointment of consultants and professionals. multimanagers and insurance companies on the full range of We can advise you on the suitability of particular structures their real estate fund investments. for different types of investors (including by jurisdiction) and We advise these clients on all their activities ranging we typically advise on all aspects relating to investor relations, from providing advice on their strategic asset allocation, including relevant private placement regulation. Working to structuring and negotiating individual investments, together, we can ensure that each facet of a real estate fund operations, regulation, litigation and tax. Our strategic advice transaction is covered. includes anticipating and planning for regulatory change and The optimum choice for you will depend on weighing advising on compliance with key regulations. up many factors, such as investor identity, asset type and location and your business plan. These will need to be balanced with tax efficiency, flexibility for exit, types of return, regulatory requirements and future proofing.

40 Continuity amid change “Eversheds Sutherland’s We are in a time of great market change, with new structures and regulatory developments constantly understanding of real emerging. International and domestic tax changes are also driving a change in the market. We are at the forefront of estate; their commercial emerging real estate asset classes such as build to rent. We can help you navigate this ever changing landscape. approach to the We have dedicated Real Estate Fund teams globally including in the UK, Luxembourg, Ireland, Hong Kong, transaction and their Germany and the US. ability to get parties Our experience covers a broad variety of funds, joint ventures and co-investment structures, both onshore and with differing agendas offshore, including: to reach agreement on – limited partnerships – PAIFs (UK) – unit trusts – ACs (UK) technical points has been – corporate funds – RAIFs (Luxembourg) – REITs – SIFs (Luxembourg) fundamental to achieving – exempt unauthorised – IREFd (Ireland) legal completion.” unit trusts (UK)

David Marriot, Argent

41 Building relationships Our experienced global Real Estate team

Funds experience

Client Experience

Aberdeen Airport Fund Advising on establishment, extension, restructuring and regulatory issues. Apollo Establishment of a classic private equity model to acquire and run a data-centre business. Formation of a series of real estate funds with aggregate capital commitments of more than Brookdale group $1 billion. Advice in relation to the client’s Irish real estate element of its recent Initial Public Offering Cairn Homes (IPO) on the London Stock Exchange, valued at c.€450m. Advice on various joint ventures with Starwood and Blackstone in respect of 1 America Catalyst Square and Stratford Shopping Centre in the UK. Confidential UK asset Establishing a Delaware feeder fund. for an existing PAIF to facilitate US marketing. manager Confidential UK pension Establishing build to rent joint venture with a US developer, advising on tax and fund insurer structuring, real estate and real estate financing. The creation and launch of its property authorised investment fund (PAIF), the TM Hearthstone Hearthstone UK Residential Property fund. The fund was the first PAIF established to invest in UK residential property. Advising on Lendlease’s £1.5b build to rent joint venture with the Canada Pension Plan Lendlease Investment Board. Advising all local authority super pools in the UK to comply with the UK government’s Local authority pension intention to pool local government pension investments, including on their property ACSs. schemes Advising both newly established in-house investment managers and external investment managers on these arrangements. Numerous UK and Regularly advising UK and international institutional investors, such as large pension schemes, international institutional sovereign wealth funds and investment foundations, on their real estate fund investments investors globally. Joint ventures with two public REITs to create investment funds to acquire up to $2 billion in Public pension fund retail and healthcare properties in the US.

42 Client Experience Royal London Asset Establishing the Royal London UK Real Estate Fund, with a £2.6b property portfolio, the UK’s Management largest UK property fund at launch. First fund structured as an ACS with a PAIF feeder. Establishment of the first authorised contractual scheme (ACS) in the property market with Scottish Widows assets of over £4 billion, having worked closely with HM Treasury in drafting the rules for these schemes in the UK. Advice to support the UK Shopping Centre Fund with underlying joint ventures, sales and Nuveen purchases, capital raising, financing, advice on regulatory changes, term extension and negotiation of subscription agreements with investors from a range of countries globally. Restructuring of Dutch real estate fund structure in view of a complete refinancing of the Woon-Winkel Fonds fund, whereby the fund has been converted into a bond fund. Services included regulatory advice and prospectuses. Represented three Fortune 100 financial services retirement providers in the formation of five mortgage REITs each owned by a joint venture among the related US life insurance Korean Fund company and various Korean pension funds. The structuring of the deals involved multi-year investment periods with an aggregate commitment of $5 billion. US and German Fund Represented a large real estate investment company with a presence in both the US and Sponsor Germany in the formation of a flagship open-end real estate fund investing in core. Represented a foreign public pension fund in structuring multiple major investment entities Timberland Investment to invest in timberlands throughout the US in transactions in the past five years that have exceeded $8 billion and involved more than 7.5 million acres of timberlands. Advice relating to fund rules, information memoranda and other regulatory matters in Real I.S. Germany. Schroder Conversion of flagship £3b UK unauthorised unit trust to PAIF status.

43 Building relationships Our experienced global Real Estate team

Global Estate Management

We can offer you one point of contact, in the time zone of your choice, for all your real estate needs.

Corporations working across jurisdictions often find Cost certainty across your portfolio requirements: themselves working with different law firms across their – innovative fee structures, including global fixed fees portfolios. This is time consuming and cumbersome and can lead to inconsistency of service, documentation and billing – simplified billing – one bill for all your work coupled as well with a lack of transaction visibility. – e-billing in the currency of your choice Our GEM service can deliver Speed of delivery: – bespoke SLAs to set targets for transaction times A leading real estate partner who will be your Global Account Manager to: – trained, dedicated service team – quick integration of payment and procurement systems – manage your global service team – teams with environmental, construction, tax and planning – action all new instructions experience in the relevant jurisdiction – ensure your bespoke SLAs and KPIs are met – be responsible for reporting and management information Clients – train and brief our global service team Microsoft Rolls Royce – interface with your global surveyors/partners – manage your online deeds portfolio Cisco Smiths Group PLC

IATA Hilton

Office Mentor Graphics

44 Global Estate Management experience

Client Experience

Microsoft Advice on the client’s corporate office portfolio across EMEA and Asia Pacific. Full reporting, advisory, drafting, training and after care services in connection with the new Cisco suite of global construction contracts across the Americas, EMEA and Asia Pacific. Facebook Letting of premises in a number of European locations. Whitestuff Advice in relation to the client’s German business roll out and various high street retail leases. The International Site delivery as part of the client’s global hubs project in the Netherlands, Singapore and the Baccalaureate Organisation US. A real estate health check project in connection with all of their non-US real estate including Global corporate a high level review of its leasehold interests and full due diligence. Negotiation of leasing transaction across the US ranging from a headquarters lease in Grant Thornton Chicago, a 130,000 sq ft lease in New York City and numerous other leases across the US between 5,000 and 150,000 sq ft. Leasing matters throughout the US and Canada involving negotiating office and data center PGi leases ranging from a 90,000 sq ft HQ lease in Colorado to numerous leases involving between 5,000 to 15,000 sq ft. Fortune 500 global Multiple leasing matters throughout the US and in Europe, ranging from a 414,000 sq ft HQ investment management lease in Texas to numerous leases involving between 5,000 and 100,000 sq ft. firm Multiple leasing matters throughout the US and in Europe, ranging from a 414,000 sq ft HQ Confidential lease in Texas to numerous leases involving between 5,000 and 100,000 sq ft.

45 Building relationships Our experienced global Real Estate team

“The team at Eversheds Sutherland provided the perfect mix of technical excellence and innovative skill, a strong negotiating stance, knowledge of the market and its negotiating norms, the ability to work round the clock and, most importantly, a great sense of humour! These are people who are great to work with.”

Nick Raby, Lead Facebook Counsel

46 Notes

47 Get in touch

@ESrealestateLaw

eversheds-sutherland.com/RE

Eversheds Sutherland Real Estate

[email protected]

eversheds-sutherland.com

©Eversheds Sutherland 2019. All rights reserved. Eversheds Sutherland (International) LLP and Eversheds Sutherland (US) LLP are part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com. DTUK002130