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Real Estate FinanceIntroduction to Mayer Brown’s UK Real Estate Finance Capabilities
Practice Overview
Contents Page
Mayer Brown at a Glance 1
Introduction 3
Real Estate Finance 5
UK Real Estate Finance Experience 6
Our European Offering 9
Key Contacts 10
Strong global network supports adept handling of cross-border transactions. Advises alternative lenders, sponsors and investors. Chambers UK 2015
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Mayer Brown at a GlanceMayer Brown is a global legal services firm advising clients across the Americas, Asia and Europe. Our geographic strength means
we can offer local market knowledge combined with global reach.
We serve many of the world’s largest companies, including a significant proportion of the Fortune 100, FTSE 100, DAX and Hang
Seng Index companies. We provide legal services in areas such as corporate and securities; banking and finance; intellectual
property; litigation and dispute resolution; antitrust and competition; employment and benefits; environmental; financial
services regulatory & enforcement; government and global trade; real estate; tax; restructuring, bankruptcy and insolvency; and
wealth management.
2 x Real Estate Finance
‘Decisive and accurate’, and ‘provide simple explanations of very complex matters’.Legal 500 2015
2 x Real Estate Finance
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IntroductionWe would like to take this opportunity to provide you with a summary of our Real Estate Finance capabilities. We believe that Mayer
Brown is ideally placed to assist in these transactions and we always deliver against our commitments.
Real Estate Finance
Mayer Brown’s Real Estate Finance practice offers leading financial institutions practical experience, technical skills, commercial
knowledge and an understanding of the challenges and rewards in the current market.
Getting to know our clients
We invest time in getting to know our clients and proactively continue to do so throughout our relationship with them. We have
worked with many of our clients for over 20 years and pride ourselves on the deep understanding we have gained on how they
operate. We represent many of them across a number of panels further integrating Mayer Brown into their operations and allowing
us to provide a truly bespoke service.
The Mayer Brown team invests in supporting businesses with secondments which are key to developing our knowledge of our clients’
missions and objectives and we are keen to keep learning. We commit to dedicating time, off the clock, to building a continuing and
collaborative relationship with them and are confident in our ability to continue to achieve positive outcomes, leverage resources
and increase efficiency in support of their business objectives.
Cost clarity and certainty
We recognise that the commercial relationship between law firm and client works best when based on reasonable, and mutually-
beneficial, economic terms in which incentives are properly aligned. We have experience with a wide variety of fee arrangements and
are happy to discuss these.
Thank you for taking the time to read our capability and we hope to work alongside you in the future.
4 x Real Estate Finance
They get on with it and run the work stream efficiently. They get on with things very expeditiously. Chambers UK 2016
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4 x Real Estate Finance
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Real Estate FinanceOur real estate finance practice has a well established presence in the market. We have a long track record of having acted for
both lenders and borrowers whether on bilateral or syndicated facilities on domestic and complex, multi-jurisdictional
transactions. We maintain close relationships with, and act for, many of the lenders who are active in our domestic and cross-
border markets. Our experience means we are familiar with the most innovative and structured of transactions which often
involve the use of offshore entities and tax structuring in jurisdictions including Jersey, Guernsey, the Isle of Man, Luxembourg,
Cayman Islands and the BVI.
We regularly represent individual lenders, syndicates and other market participants in all types of real estate finance transactions.
As part of these deals we are often involved in structuring the relevant financing arrangements. Our practice covers origination of
real estate finance transactions as well as the subsequent distribution (whether by way of syndication, securitisation or
otherwise).
We advise borrowers, lenders, lead managers, issuers and other market participants on domestic and cross-border real estate
financings, re-financings and restructurings. This includes advising on:
• international mortgage loan origination aimed at financing or refinancing the acquisition of individual real estate assets,
portfolios of real estate assets and investment vehicles holding such assets;
• structured development finance across all asset classes (including hospitality and leisure, office and retail);
• A/B intercreditor structures, mezzanine and profit participation tranches and other multi-layered financings secured over
real estate assets;
• mortgage backed securitisations (residential and commercial) and associated warehousing facilities;
• sale and leaseback arrangements, opco/propco structures, stamp duty and land tax saving scheme structures;
• distribution (by way of syndication, participation, securitisation and otherwise) of secured debt transactions and acquisition
(and associated vendor financing) of debt secured over real estate assets;
• consensual and contentious restructuring of debt vehicles and secured debt transactions; and
• enforcement advice (strategic input and implementation) in relation to domestic and cross border real estate portfolios.
6 x Real Estate Finance
UK Real Estate Finance Experience• AlliedIrishBanksand BancoSantanderon the £800
million senior debt financing of the acquisition of the
Citigroup Tower (25 Canada Square).
• An alternativeinvestmentadvisoryfirm as mezzanine
lender on the acquisition and development financing for
real estate in Central London.
• AshkenazyAcquisitionCorporation, a US real estate
investor, on the financing of London’s Old Spitalfields
Market for £105 million.
• A bankholdingcompany as Agent, Arranger and Sole
Underwriter/Lender in respect of facilities to refinance
real estate interests in London occupied by quasi
governmental bodies connected with crime enforcement.
• BankofAmericaMerrillLynchon provision of
acquisition financing for the Haagse Poort offices in
The Hague, Netherlands, which offers 1,160,000 sq ft
of office space; the refinancing of a portfolio of 24 UK
properties; and as senior lender on a €100 million senior
facility agreement to Invista European Real Estate Trust, a
European commercial property trust.
• Berlin-HannoverscheHypothekenbankon a
restructuring culminating in the sale and financing of
Peterborough Court and Daniel House, Fleet Street, which
houses Goldman Sachs’ London headquarters.
• Brookfieldon the financing aspects of the purchase
of Gazeley, a developer of logistics warehouses and
distribution parks in locations across the UK, Western
Europe and China.
• CabotSquareon the establishment and structuring of a
UK self storage business. This included asset and business
acquisitions in the UK, and restructuring of acquired
businesses into an opco/propco structure. We also advised
Cabot Square on obtaining financing for this business.
• CanaryWharfGroup on loan facilities of £820 million which
are to be made available for the development of Wood Wharf,
the 4.9 million sq ft extension immediately to the east of the
existing Canary Wharf estate; and on the £600 million term
and revolving credit facilities made available by HSBC, Lloyds
Banking Group, Barclays and Wells Fargo secured over the
Group’s retail portfolio at Canary Wharf.
• ChinaOverseasHoldingsLimitedon the refinancing of
the acquisition of 1 Finsbury Circus, London for £152 million.
• CrosstreeRealEstatePartners and AEG on a £185
million financing by Lloyds Banking Group to finance the
development of a new 204,000 sq ft designer outlet retail
scheme at The O2.
• CrosstreeRealEstatePartnersand HelicalBarplc
joint venture in relation to the purchase of properties
adjoining London’s Old Street roundabout for £60.75
million. Debt finance was provided by HSBC in London. We
are also acting on the development financing.
• CTFHoldingson its major pre- and post-Olympic Games
refurbishment of the 5-star Chancery Court Hotel in
Holborn including advising in relation to construction
procurement and development funding.
• ErsteIFEGeschlossenerImmobilienfondsin relation
to the refinancing of debt secured over 3 Minster Court,
London for £43 million.
• A Europeaninvestmentbankas lender and arranger of
certain facilities to acquire and refinance various high end
residential real estate assets.
• The financialservicesarmofaconglomerate as sole
lender and underwriter on its provision of finance for the
acquisition of shares in a BVI corporate entity owning retail
real estate interests from a joint venture.
• GawCapital on the acquisition and financing of: 123 and
151 Buckingham Palace Road, an interlinked 480,000 sq ft
office development let amongst others to Sky Media and
Google for around £500m; Exchange Tower in London’s
Docklands for £191 million; and Waterside House (the M&S
HQ) in the Paddington Basin for £200 million.
• GECapital on the £127 million refinancing of Kennedy
Wilson Europe Real Estate Plc’s Tiger and Artemis
portfolios acquired as seed assets in its IPO, comprising
40 office, industrial and retail assets located across the UK
including Birmingham, Edinburgh and Manchester.
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• Aglobalproviderofinsuranceandbenefits
programs in its acquisition of a fifty percent stake from
an investment banking organisation of its commitment as
original lender under a term facility agreement for €160
million secured against five year underlying senior and
mezzanine facility agreements. The collateral for the debt
is a loan package secured over a portfolio of 79 properties
located in six European jurisdictions.
• Grovepointon the £19 million financing of repayment of a
vendor loan regarding the property “Royal Westmoreland”
in Barbados, granted to Pure Leisure Group Limited, an
English group with various subsidiaries in the Caribbean.
• HoBeeInvestmenton the purchase and financing of
Rose Court, London for £67.2 million.
• Aleadingfinancialservicesfirmon its participation
in the acquisition of a loan portfolio from Bank of Ireland
for $1.8 billion secured principally by high quality London-
based office and retail properties.
• LloydsBankingGroupon their £53 million loan to fund
the construction of a new office building at Blackstone’s
Chiswick Park, on a pre-let basis for Scandinavian energy
company Aker Solutions. The agreement represented the
largest UK office letting in almost a year.
• MacquarieBankLimited on a three-year €32.5 million
facility for Sirius Real Estate Limited. The facility is
being used to refinance nine assets as part of a wider
restructuring aimed at maintaining a well balanced
portfolio of high income-producing assets within the Sirius
group.
• MerrillLynchas mandated lead arranger (and
subsequently Royal Bank of Scotland plc as facility agent/
security trustee) in connection with the provision of £239
million senior debt facilities to Safestore Group secured on
the Safestore portfolio of real estate assets.
• PingAnon the acquisition and financing of: the Lloyds of
London building for £260 million; and Tower Place adjacent
to the Tower of London, covering 354,000 sq ft of mixed
office space and 24,000 sq ft of retail space, for £12 million.
• A privateequityfirm on the financing aspects of
its bid in relation to a loan portfolio, with an unpaid
principal balance of approximately £2.7 billion, secured
over commercial real estate assets throughout the UK,
Northern Ireland and Scotland, which included over 1000
commercial properties with approximately 300 borrowers.
• A privateequityfirm onthe financing of the purchase
of a distressed property portfolio comprised largely of
commercial and retail-related property covering about 135
assets.
• ReignwoodInternationalon the £105 million acquisition
of Ten Trinity Square, London, the terms of the loan
facility made available by Siam Commercial Bank and the
conversion of the building into a luxury hotel.
• SinarmasLandon the acquisition and financing of: the
220,000 sq ft Alphabeta building in Finsbury Square,
London for £280 million; and New Brook Buildings, 8-18
Great Queen Street, London for £84 million.
• TaikangLife on the financing of the £200 million
acquisition of Milton Gate, a 200,000 sq ft six storey
building let in its entirety to a City law firm.
• TishmanSpeyeron the debt structure and
documentation on the £170 million acquisition of Eland
House, Victoria from Land Securities, and the £130 million
development facilities from BNP Paribas Corporate and
Investment Banking for redevelopment.
• TribecaHoldingson the purchase and financing of 431-
451 Oxford Street, London for £127 million.
• VärdePartnerson a £250 million financing with Credit
Suisse comprising secured and unsecured loans at propco
level, the issuance of principal protected notes at finco and
holdco level and a secured repack note and repurchase
transaction with Credit Suisse; and on the acquisition and
financing of Bizspace Group, the UK provider of flexible
business accommodation for approximately £138 million,
including 97 multi-let properties in England and Scotland.
8 x Real Estate Finance
Client base includes both traditional and alternative lenders. Has substantial experience of cross-border transactions.Chambers UK 2016
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8 x Real Estate Finance
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Our European OfferingMayer Brown’s Real Estate Finance Group comprises an integrated team of specialist lawyers across our main hubs in Europe, the
US and Asia, all of whom are experienced in providing expert advice in relation to those areas which are business critical to
corporate users of real estate.
In Europe, our offices in the United Kingdom, France, Belgium and Germany offer our clients a strong set of local capabilities and
sizeable teams of lawyers who know local and European law and business. Our team of specialist real estate lawyers has extensive
market knowledge and experience advising investors, developers, property companies, lenders and corporate end users.
Our organisation has been built to support multinational businesses. Our lawyers have extensive experience of managing
cross-border real estate transactions and dealing with the associated regulatory, compliance and jurisdictional complexities. Our
lawyers are accustomed to working with their colleagues in other offices and with local counsel to ensure clear comprehensive
advice for clients with multijurisdictional issues. We are justly proud of the knowledge and experience that our lawyers have
gained and we use that intellectual capital for the benefit of all of our clients so as to deliver a creative, streamlined and high
quality service.
• Arminiusas majority shareholder of various real
estate companies on the acquisition of the shares of
these companies of Eurocastle Investment Limited. 28
commercial properties with a market value of about €1
billion belong to the real estate companies.
• Cornerstoneon refinancing a retail portfolio and a
shopping centre.
• Acorporateandinvestmentbankingentityon the
financing of the acquisition of land located in Bagneux
(France) for the purpose of the construction of an office
building of 25,000 square meters.
• Acorporateandinvestmentbankingentity on the
mortgage financing of €164 million with a 5-year maturity
to refinance the existing indebtedness at the SPVs level.
• Acorporateandinvestmentbankingentity in
connection with the €37 million financing of the acquisition
by two hotel development organisations of several
companies and the € 18 million refinancing of the debts of
the companies newly owned.
• Acorporateandinvestmentbankingentityand
amultinationalbankingandfinancialservices
companyon the restructuring of the €75 million financing
of the acquisition and/or construction of new hotels to be
operated in France and Germany under the a commercial
name (amendment to the existing loan documentation).
• DeWAGDeutscheWohnAnlageGmbH on the
refinancing of a residential real estate portfolio. The
DeWAG group is a real estate investor and asset manager,
active throughout Germany relating to approximately
14,500 residential units. The portfolio for the refinancing
includes more than 3,000 apartments which are
predominately located in Bavaria, Baden-Wuerttemberg,
North Rhine-Westphalia and Hesse. Financing bank is the
HSH Nordbank AG (Hamburg, Kiel). The financing volume
was approximately €130 million.
• Aglobalinvestmentbankinganddiversified
financialservicesgroupon a €32.5 million credit for
Sirius Real Estate Limited. The loan runs for three years and
will be used to refinance nine properties. The transaction
is part of a comprehensive restructuring with the aim to
provide of the Sirius group with a balanced portfolio of
highly profitable assets.
• Aninvestmentfirm, focused on acquiring and asset
managing hotels, in partnership with amulti-strategy
investmentfirm, focused on global distressed, special
situations and opportunistic investing, on the financing of
€210 million relating to the acquisition of a luxury hotel.
• APan-Europeancommercialrealestateinvestment
andassetmanagementcompany, in joint venture with
a commercial real estate finance company, in the context
of their joint acquisition of a listed real-estate investment
company’s real estate portfolio.
• Threebanks in relation to the €87.5 million financing of an
intragroup facility granted for the acquisition of real estate
properties to be operated by Metro.
10 x Real Estate Finance
Nigel White is a partner in Mayer Brown’s
Finance group. He acts for banks,
financial institutions, other lenders and
borrowers on a wide range of structured
international finance transactions.
Nigel’s practice is focused on secured
international and domestic finance
transactions with a particular emphasis
on structured real estate investment and
development finance (both origination
and subsequent distribution) fund
financing, debt portfolio acquisition/
disposal and leveraged finance.
Nigel regularly acts on the acquisition
and disposal of performing and non
performing /distressed debt portfolios
(both whole loan and tranched
facilities). Whilst traditional distribution
channels, such as syndication and
securitisation, remain restricted and
with the increase in default situations
this has been an attractive transaction
structure for lenders with a desire to
reduce balance sheet exposure in
certain sectors. Representative
transactions include secured portfolio
purchases from Bank of America Merrill
Lynch and Deutsche Bank.
He joined Mayer Brown in 1991 and was
named partner in 1996.
Andrew Hepner is a partner in the Real
Estate practice of the London office. He
represents banks, financial institutions,
investors, corporates, private equity
and opportunity funds in structured
finance and investment transactions.
Andrew focuses on structured real
estate finance advising both lenders
and sponsors. in the acquisition,
disposal and restructuring of bilateral,
syndicated, securitised, performing and
non-performing debt portfolios
secured on real estate. In the
investment arena, Andrew focuses
principally on the hospitality sector
advising private equity funds, investors,
pension funds and lenders in the
acquisition, development, financing and
disposal of hotels and other leisure
facilities.
Andrew joined Mayer Brown as a trainee
in 1998 and qualified in 2000.
David O’Connor is a structured finance
and securitisation partner in Mayer
Brown’s London office. He has
represented lenders, arrangers,
servicers, borrowers and investors in
numerous financing transactions and
restructurings involving commercial
real estate debt in Europe. He works
closely with hedge funds, private equity
funds and investment banks on CMBS,
RMBS and covered bond transactions.
He also advises on whole business
securitisations, trade receivables
securitisations, warehouse lines and
loan portfolio sale transactions (both
distressed and performing).
Prior to joining Mayer Brown in 2013,
David worked in the London and Tokyo
offices of another major international
law firm and also spent three years
working as an investment banker in the
European Commercial Real Estate
Group at Deutsche Bank in London.
Key Contacts
Nigel White
Co-Head of Real Estate Finance Partner, LondonT: +44 20 3130 3646E: [email protected]
David O’Connor
Partner, LondonT: +44 20 3130 3390E: [email protected]
Andrew Hepner
Co-Head of Real Estate Finance Partner, London T: +44 20 3130 3931E: [email protected]
About Mayer Brown Mayer Brown is a global legal services provider advising clients across the Americas, Asia and Europe. Our geographic strength means we can offer local market knowledge combined with global reach. We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world’s largest companies, including a significant proportion of the Fortune 100, FTSE 100, CAC 40, DAX, Hang Seng and Nikkei index companies and more than half of the world’s largest banks. We provide legal services in areas such as banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory and enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management.
Please visit www.mayerbrown.com for comprehensive contact information for all Mayer Brown offices.
Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the “Mayer Brown Practices”). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown Mexico, S.C., a sociedad civil formed under the laws of the State of Durango, Mexico; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. “Mayer Brown” and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.
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