Real Estate

Global real estate development thrives on the constant evolution of user needs. Anticipating tomorrow’s markets requires the latest in legal strategies and solutions to pair with your vision of the building of the future. When new opportunities arise, pursue them with a passion alongside Prinslaw Associates. Our bright legal minds will illuminate the critical path to a successful project, teaming with you to navigate potential roadblocks with foresight and agility.

From site assembly to documenting each layer of your capital stock, our team remains at your side during the diverse phases of the development process. You gain innovative strategies from experienced lawyers who have traversed the development landscape before. You are supported by the breadth of our complementary expertise in commercial real estate issues, including:

• Finance
• Leasing
• Joint ventures
• Private equity
• Construction
• Real estate dispute resolution.

We anticipate and solve each issue with speed and the assurance that comes from years of experience. With deep industry knowledge, our lawyers understand the unique perspective and decision drivers of each of the participants—from lenders and money partners to land sellers and zoning review boards. Prinslaw Associates brings you the resources and expertise of one of the largest global real estate practices, drawing on over 500 lawyers around the world.

Leverage the complete legal services of Prinslaw Associates for advice on the many and varied elements of real estate development, from the green roof on your building to the waterfall in your venture agreement. Lawyers in our global offices represent some of the largest, most sophisticated developers who plan, build and sell high-end office, retail, hotel and mixed-use projects. Wherever in the world you discover an opportunity to create new value, we can assemble and deliver practical solutions to your project’s most serious challenges.

Experience

• John Lewis: Advising on a number of projects.
• O’Donnell Investments Co. : Assisting in site acquisition, equity funding, leasing and pre-development activities for proposed 1.2 million square foot office building on a 2 acre site along the Chicago River.
• Scarborough Development Group: Advising on redevelopment of the Cambrian Centre, Newport to create 80,000 sq foot office pre-let to Admiral Insurance Group, and ancillary retail units and public plaza.
• VanTrust Real Estate, LLC: Advising on a number of substantial and complex real estate projects, including development of a mixed-use office, retail and hotel project on the Country Club Plaza (including a 200,000 square foot headquarters office tenant), a development of a substantial retail, office and hotel mixed-use project in Leawood, Kansas (including negotiation of built-to-suit office lease for headquarters of major office tenant), the development of various multi-family, office and retail projects throughout the region, the purchase of a distressed golf country club and various other major real estate development projects.

Participants in construction projects require timely advice from their legal counsel. You require a partner with a strong understanding of this dynamic industry. From high-rise office buildings to mass transit systems to energy facilities and major infrastructure projects, the lawyers at Prinslaw Associates have the knowledge and experience to assist you.

In advising on construction documentation, our construction team is constantly drawn into design, engineering and construction program issues. Our team has a good understanding of project administration, risk management and the financing of construction projects. We also regularly act on operational and facilities management contracts.

Our construction team acts for a vast array of construction industry participants, including owners, developers, lenders, contractors and equipment suppliers. Whether you seek advice on the most advantageous procurement method, or in drafting and negotiating the construction documentation, we stand ready to listen to your needs and respond accordingly. Our experience covers a broad range of transactional and litigation matters relating to projects involving educational institutions, manufacturers, health care facilities, energy facilities, restaurants, retail, housing, and others.

We act as general counsel to companies throughout their projects and advise on all aspects of their business management.

We also litigate and resolve all types of construction disputes around the world. Together, we protect your interests in connection with a full range of construction issues in all forums, including courts of competent jurisdiction, arbitration, adjudication, mediation and other dispute resolution proceedings. We achieve success for our clients by implementing strategies that achieve their goals in the fastest, most effective and most cost-efficient manner possible.

At Prinslaw Associates, building a legal framework that supports your project’s success is our passion.

More About Construction

• Contractors and Suppliers
• Design Professionals
• Developers and Owners
• Insurers and Sureties
• Project Operators

Experience

• BC Hydro Site C Clean Energy Project: Advising with respect to finance, construction, procurement and commercial matters on the Site C Clean Energy Project, an 1100MW hydroelectric project near Fort St. John, British Columbia, with capital cost estimate of CA$8.335 billion.
• Birmingham City Council: Advising the mandated lead arrangers (MLA) of the Birmingham Highways Maintenance Private Finance Initiative Project. Birmingham City Council wanted to transfer the risk of upgrading, operating and maintaining its highway network. Amey Ventures Ltd. was appointed by the council to deliver this £2.8 billion project. Having previously advised the UK Highways Agency on 12 privately financed design/build/finance/operate road projects, including the M25 London orbital motorway, as well as private sector consortia and lenders on roads projects around the world, we were appointed to advise the MLAs on the project. We successfully advised them on a range of complex commercial, legal and financial structuring issues. The project was given the European PPP Deal of the Year 2010 award by Project Finance International, with our team being nominated for Infrastructure Journal's Transport category award. The project is now delivering an improved highway network in Birmingham and the certainty of a long-term maintenance program.
• Eko Rail Company Limited: Supporting its successful bid to operate the new rail system. This project involves substantial track and station fit-out works, operation and maintenance, rolling stock supply and project financing sourced from a range of international banks, equity investors, local banks, development finance institutions and export credit agencies (ECAs). This project shows the strength of the firm's rail practice in Africa and other emerging markets, and synergies with its well-respected Project Finance practice.
• Emirates Steel Industries (ESI), PJSC and General Holding Corporation: Advising a subsidiary of the Abu Dhabi government’s General Holding Corporation (GHC), on project financing in relation to the $1 billion expansion of a steel plant in Abu Dhabi. The expansion will be financed from a mixture of export credit agencies, Islamic and conventional sources. Prinslaw Associates is advising ESI and GHC on the project contracts and all aspects of the financing. Our Firm previously advised ESI and GHC on the financing of a $2 billion expansion undertaken in 2010.
• James Hardie Building Products: Assisting a construction materials manufacturer with various clean air environmental regulatory, enforcement and compliance issues in several US jurisdictions.
• Japanese metal supplier: Advising in structuring a China joint venture and in the subsequent withdrawal by one of its China subsidiaries from the joint venture. This deal allowed our client an efficient business structure in the region.
• Panattoni Germany Management GmbH: Advising on the development and lease of a 16,000 square meter logistics center located in Southern Germany. The development of the logistics property in the southern German city of Schwaebisch Gmuend has given Panattoni a successful entry into the German market. Our team regularly advises logistics real estate developer Panattoni on all aspects of real estate acquisitions and project development.
• Schaumann-Group: Advising on a joint venture with the Dutch project developer Kondor Wessels for the development of an exclusive construction project on Potsdamer Platz in Berlin. The development includes more than 80 luxury apartments and an approximately 3,500 m² fitness and health area. The project is financed by the Dutch SNS Bank.
• Global manufacturer of gypsum: Assisting in a $60 million investment in a Middle East mineral company over the next two years to develop a gypsum quarry and to build and operate a new low cost wallboard/plasterboard plant in the Middle East region.
• Multinational aluminum producer: Structuring an equity joint venture with respect to the establishment of a $300 million Greenfield manufacturing facility in China, including drafting and negotiating the joint venture contract with Chinese partners, key supply contracts, an investment incentives agreement with the local government and a multi-currency term and revolving $235 million syndicated facility with major Chinese financial institutions.

Real estate is an important asset class in today's investment climate. Its stability, coupled with good medium- to long-term returns, continues to attract investors of all kinds—major corporations, pension funds and life companies, private investors—from around the world. From the choice of ownership vehicle and tax structure to concluding a successful lease negotiation or disposal strategy, Prinslaw Associates provides practical advice underpinned by an understanding that enhancing and protecting income growth and capital value are vital to your successful investments.

Our Real Estate Investment Funds team draws on a wealth of experience, serving all the needs of real estate investment funds. Always keeping in mind the client profiles of the intended fund’s investors, we establish special purpose vehicles, limited partnerships and unit trusts, often involving multiple jurisdictions. Our team can act for your fund in meeting its investment criteria and managing the portfolio, from traditional property sales and purchases to indirect investments, complex development fundings and international investments.

Our multidisciplined, jurisdiction-based teams provide specialized advice on the corporate, banking, tax and multijurisdictional aspects of these transactions. We can call on our planning, environment and construction teams to resolve issues. We are also one of the world’s leaders in guiding our clients through the complexities of investing in compliance with Shariah restrictions. And with Prinslaw Associates’ tremendous depth of experience in the energy sector, we are proud to be a leader in the international sustainability movement for the built environment.

At Prinslaw Associates, we understand the real estate investment business and the fundamental need of our clients to maintain and enhance income growth and capital value, whatever the type of real estate asset.

Experience

• A specialty finance company focused on the US residential mortgage market: Advising in the filing of a shelf registration statement for the securitization of residential mortgage loans. This is among the first shelf registration statements to be filed by a new issuer with the SEC in over five years. Following an SEC review and effectiveness, it is anticipated that the shelf will be one of only two active issuers of public securitizations of pools of residential mortgage loans. The client intends to be one of the first “re-entrants” into the public nonagency residential mortgage-backed securities (RMBS) market in the near future.
• Accession Fund Sicav: Advising a Luxembourg-based fund on a €308 million refinancing of the Accession Fund sub-portfolio consisting of nine office buildings and one logistics park located in Central and Eastern Europe.
• Al Jazeera Media Network: Advising in connection with property portfolios in the UK and US.
• Capital Power Income L.P.: Advising Atlantic Power Corporation (Atlantic Power), pursuant to a plan of arrangement under the Canada Business Corporations Act, on its acquisition of all of the outstanding partnership units of CPILP held by unitholders of CPILP other than Capital Power Corporation (CPC) and the acquisition of all of the shares of CPI Investments Inc. (an entity jointly owned by EPCOR Utilities Inc. and CPC) which owned approximately 29% of the outstanding units of CPILP. The partnership units were acquired for $19.40 in cash or 1.3 Atlantic Power common shares for a purchase price of approximately $1.1 billion which was satisfied by the payment of $506.5 million of cash and the issuance by Atlantic Power of approximately 31.5 million common shares. In connection with the closing of the acquisition, CPILP sold its two North Carolina biomass plants to CPC for a purchase price of approximately $121 million, certain CPC employees, including those working at the CPILP plants became employees of Atlantic Power and management contracts whereby subsidiaries of CPC provided management services to CPILP were cancelled.
• Capital Power Income L.P.: Advising in connection with its acquisition of all of the outstanding partnership units of CPILP held by unitholders of Capital Power Income LP (CPILP) other than Capital Power Corporation (CPC) and the acquisition of all of the shares of CPI Investments Inc. (an entity jointly owned by EPCOR Utilities Inc. and CPC) which entity owned approximately 29% of the outstanding units of CPILP, pursuant to a plan of arrangement under the Canada Business Corporations Act. The partnership units were acquired for CA$19.40 in cash or 1.3 Atlantic Power common shares for a purchase price of approximately CA$1.1 billion which was satisfied by the payment of CA$506.5 million of cash and the issuance by Atlantic Power of approximately 31.5 million common shares. In connection with the closing of the acquisition, CPILP sold its two North Carolina biomass plants to CPC for a purchase price of approximately CA$121 million, certain CPC employees, including those working at the CPILP plants became employees of Atlantic Power and management contracts whereby subsidiaries of CPC provided management services to CPILP were cancelled.
• Deka Investment Fund: Advising a German Investment Fund on the purchase agreement of Warsaw's flagship InterContinental hotel from Warimpex and UBM. The deal is said to be the first hotel transaction of such magnitude in Warsaw ever.
• Goldmanco: Advising on the sale of 20 shopping centres located in Ontario, Saskatchewan and Manitoba, to Crombie Limited Partnership, for a purchase price of CA$254.6 million.
• Peakside Capital: Advising an independent real estate investment management firm on a €600 million acquisition of Allied Irish Bank’s Polish property fund management subsidiary and its interest in two Polonia Property Funds in Poland and Hungary. The acquisitions are London-based Peakside’s first direct investment into Poland through its Peakside Real Estate Fund I and its first strategic acquisition of a fund and asset management business in a core market.
• Pension fund trustee: Advising for a number of years a major pension fund, investing for the first time in direct commercial property, with a view to building a new commercial property portfolio in excess of £200m.
• Various high networth individuals: Advising in connection with their commercial and residential property portfolios.

Real estate finance transactions occur in many contexts—investment, development, structured, securitized, mezzanine, revolving credit, tax-based and cross-border. Regardless of your deal’s structure, Prinslaw Associates has deep experience to achieve your objectives. Through close collaboration, we strive to match innovative solutions to your construction, bond, and mortgage financing requirements.

Prinslaw Associates provides an integrated approach to finding solutions for issues that may arise in your transactions. Our lawyers work with colleagues throughout our firm to address matters related to complex real estate financial transactions before they arise, including issues of construction, zoning and land use, corporate, tax, environmental and restructuring.

We know our clients want ease and certainty of execution. We have the resources and experience to get your deals completed efficiently and on schedule.

Our knowledge of local and regional markets combined with our extensive experience working with leading market participants allows us to share with you a broad perspective on market conditions and developments. This perspective also helps us focus negotiations on the most important issues. So while real estate is local, our clients have the advantage of an integrated team of lawyers and the know-how of our global team. Whether you’re a borrower or lender, we deliver real estate finance transactions around the world.

Experience

• Accession Fund Sicav: Advising a Luxembourg-based fund on a €308 million refinancing of the Accession Fund sub-portfolio consisting of nine office buildings and one logistics park located in Central and Eastern Europe.
• Arci Ltd.: Advising in the financing of the Suncor Energy Centre in Calgary by way of the issuance of CA$550 million senior secured series 1 bonds. The bonds, assigned an "A" rating by DBRS Limited., have a term of twenty years. The Suncor Energy Centre is a Class "AA" office property in the core of Calgary's central business district; it is comprised of two towers, containing approximately 1.71 million square feet of rentable office space and 24,157 square feet of retail space.
• Deutsche Pfandbriefbank AG: Advising a German specialist bank for real estate finance and public investment finance on a structured financing for Rockspring/National Pension Service of Korea for the acquisition of the La Abadía retail and leisure scheme located in Toledo, Spain.
• EnCana Corporation: Advising on the sale and leaseback to Centre Street Trust of “The Bow,” the two million square foot office building in Calgary’s downtown financial district being constructed by Centre Street Trust for EnCana’s head office. This CA$1.3 billion transaction was the largest single real estate transaction and the largest sale/leaseback transaction in Canada when completed in February 2007. Members of the real estate and municipal planning departments in our Toronto and Calgary offices, together with construction and financial services lawyers in Calgary, have been involved in all aspects of “The Bow” starting with the initial land assembly and most recently the CA$425 million, 42 month construction facility put in place on April 23, 2009 by Centre Street Trust from a syndicate of lenders led by RBC Capital Markets and TD Securities as arrangers and including, in addition to Royal Bank of Canada and The Toronto-Dominion Bank, The Bank of Nova Scotia, Alberta Treasury Branches and Canadian Western Bank.
• Heitman European Property Partners IV fund: Advising a Chicago-based fund on the purchase of Science Park and Alkotás Point office buildings and a €60 million acquisition financing from Deutsche Pfandbriefbank.
• Helaba Landesbank Hessen-Thüringen: Representing the negotiation and closing of a $111 million first deed of trust loan to Sentinel Square LLC, covering 90 K Street NE in Washington, DC.
• HOOPP Realty Inc.: Advising on their joint venture arrangement with Menkes Developments Ltd. and construction financing for a new landmark office tower in downtown Toronto called One York Street. The CA$375 million senior syndicated financing was drawn in two tranches: Tranche A (CA$364 million) is to finance budgeted project costs for the development, construction and leasing of the Project and Tranche B (CA$11 million) is for the issuance of Letters of Credit in favour of Governmental Authorities to secure the performance of the Borrower’s obligations in connection with the Project.
• International lender: Representing in negotiation and closing of a $168.5 million first mortgage loan to Jamestown 450 West 15th Street LP covering 450 West 15th Street, New York, New York.
• Leading UK bank: Advising the lender, and subsequently the national asset management agency, on matters arising in relation to a troubled residential development close to the Olympic site, including enforcement and high-profile litigation against the company’s backers.
• Leading UK bank: Acting in connection with the £88 million funding for the acquisition and development of a hotel.
• Leading UK bank: Acting for a joint venture party on its equity investment and debt facility for a new £100,000,000 residential property fund.
• Leading UK bank: Acting for the lender in relation to the financing for a Jersey fund and unit trust structure owned by the Korean National Pension Service and managed by Rockspring. The facility was used to acquire a recently developed student apartment building on Walworth Road, London SE1.
• Leading UK banks: Acting in relation to the £180 million club facility secured against a portfolio of properties let throughout the UK.
• Natixis Zweigniederlassung Deutschland and ING Bank: Advising on a €190 million refinancing of a property financing facility for the Nova Eventis Shopping Center near Leipzig, Germany. The refinancing of the large scale Nova Eventis shopping center is one of the encouraging examples of successful refinancings of real estate transactions, which originated in the German market in the last decade’s strong growth phase.
• ORCO-GSG: Advising one of the leading suppliers of office and commercial premises in Berlin on the refinancing of a €299 million financing loan acquisition. This loan was issued by the Royal Bank of Scotland (RBS) in 2007. At that time, GSG was sold to a joint venture with the participation of the investor Orco Property Group. To ensure the refinancing of the loan – which expired on 16 April 2012 - a deferral agreement has been completed successfully with RBS.
• Royal Bank of Canada Natixis New York Branch: Advising on a CA$252 million project financing by Le Plateau Wind Power LP (a wholly owned subsidiary of Invenergy Wind LLC) for the development, construction, ownership and operation of a 138.6 megawatt wind-power generation facility in the MRC d’Avignon, QC.
• Tembec Industries Inc.: Advising on the private placement of US$225 million senior notes and the subsequent cross border offer.
• UniCredit Bank Austria: Advising a European Bank on one of the largest single asset real estate loan restructurings in Russia. By restructuring its existing financing package to provide medium term investment phase financing, UniCredit Bank Austria AG confirmed its commitment to the Vivaldi Plaza Project in Moscow, Russia. We are delighted to have assisted our client and their borrower in achieving a mutually beneficial resolution at Vivaldi Plaza.
• United Overseas Bank: Representing the New York Agency on $110 million first mortgage loan to affiliates of the Los Angeles County Employees' Retirement Association and Crown Acquisitions, Inc. covering two retail condominium units located at 6 Times Square in Midtown Manhattan.

Major real estate investment and development is frequently delivered through joint endeavors and private equity investment. Forming and shaping such joint investment is central to its success. At Prinslaw Associates, our lawyers will listen to your goals and work with you to tailor the structure to the venture and the parties’ specific needs. Whether matching capital to skills, ownership to management or sharing risk between participants, our lawyers will apply their industry knowledge to help you select the appropriate vehicle and structure. We work with you to anticipate potential areas of commercial conflict and develop practical, appropriate mechanisms to resolve disputes. Our lawyers recognize the need to plan the parties’ exit from any joint venture as carefully as its formation.

Joint ventures are all about the allocation of risk and responsibility. By working with you to identify potential risk and to understand the needs of the venture from capital to skilled management, our lawyers ensure that the documentation reflects the underlying commercial agreement. Prinslaw Associates’ clients have access to true real estate joint venture expertise.

As an integrated global practice we have team members that focus solely on real estate joint ventures every day. Few if any competitors can offer you the level of expertise that we provide through global staffing. We have closed dozens of transactions representing equity investors investing in and with development partners, and have represented numerous developers that sourced needed equity from partners.

Lawyers across our global offices represent some of the most active, sophisticated funds investing in real estate joint ventures in many jurisdictions. We can leverage our industry knowledge in acting for such funds as well as for landowners, developers, occupiers and managers. Our lawyers use this experience to identify key taxation, contractual or underlying real estate issues. Whoever your intended joint venture partner, Prinslaw Associates will work with you to achieve your objectives.

Experience

• Capital Power Income L.P.: Advising in connection with its acquisition of all of the outstanding partnership units of CPILP held by unitholders of Capital Power Income LP (CPILP) other than Capital Power Corporation (CPC) and the acquisition of all of the shares of CPI Investments Inc. (an entity jointly owned by EPCOR Utilities Inc. and CPC) which entity owned approximately 29% of the outstanding units of CPILP, pursuant to a plan of arrangement under the Canada Business Corporations Act. The partnership units were acquired for CA$19.40 in cash or 1.3 Atlantic Power common shares for a purchase price of approximately CA$1.1 billion which was satisfied by the payment of CA$506.5 million of cash and the issuance by Atlantic Power of approximately 31.5 million common shares. In connection with the closing of the acquisition, CPILP sold its two North Carolina biomass plants to CPC for a purchase price of approximately CA$121 million, certain CPC employees, including those working at the CPILP plants became employees of Atlantic Power and management contracts whereby subsidiaries of CPC provided management services to CPILP were cancelled.
• Capital Power Income L.P.: Advising on its CA$1.1 billion acquisition by Atlantic Power Corporation.
• EDF EN Canada Inc.: Advising on the sale to Enbridge Inc. of a 50 percent undivided interest in the 300 MW Lac Alfred wind project. The project, which will entail investments of approximately CA$700 million by both co-owners, is located 400 kilometers north east of Québec City in Québec’s Bas-Saint-Laurent region and will consist of 150 wind turbines supplied by REpower Systems SE. EDF EN Canada Development Inc. will lead and manage the construction phase under a fixed price, turnkey engineering, procurement and construction (EPC) agreement. EDF EN Canada Inc.’s operation and maintenance affiliate, enXco Service Canada Inc., will provide long-term operations and maintenance (O&M) services to the project. Hydro-Québec will buy the power under a 20-year power purchase agreement (PPA) and construct the 30 km transmission line to connect the project to the grid under an interconnection agreement.
• Premier Gold Mines: Advising with respect to its CA$104 million acquisition of Goldstone Resources Inc. The acquisition consolidates 100 percent ownership of the Hardrock Project in Canada that is host to a multimillion-ounce National Instrument 43-101 compliant resource estimate.