Our Real Estate/ Real Estate Finance practice in Germany 2021 - allenovery.com - Allen & Overy
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Our Real Estate/
Real Estate Finance
practice in Germany
2021
allenovery.com
Clients are appreciative of the team’s
“practical way of working” and its
“legal analysis based on the actual
needs of the client, from in-depth
analysis to quick legal suggestions.”
Chambers Europe 2020 (Real Estate and Real Estate Finance)
2 Our Real Estate/Real Estate Finance practice in Germany | 2021
Our Real Estate/Real Estate
Finance practice
Our Real Estate practice in Germany brings together lawyers from across
Allen & Overy’s practice groups with particular involvement from our
real estate, real estate finance, private equity/corporate, tax, securitisation,
capital markets, litigation, public law, investment funds and restructuring
groups. Our Real Estate practice group provides an innovative and flexible
approach to handling complex transactions to ensure that we are well
placed to meet the demands of our clients and the marketplace.
Our expertise and strong teamwork enables us to advise on both domestic
and cross-border deals involving real estate as an asset class. Our in-depth
knowledge of the real estate sector and close working relationships across
our global network allow us to add value to our clients’ transactions with
high-quality, practical and tax-effective legal advice.
Our multidisciplinary approach
Real Estate Finance Public law Tax
Capital markets Corporate Restructuring
allenovery.com 3
Covering real estate from
every perspective
Acquisitions and
Real Estate Finance Restructuring Tax
disposals
Investment funds Derivatives Asset and property
Public law
and structures and securitisation management
Development and
Letting Joint ventures Notarial
construction
“Complex financing is the great strength of
the real estate team, which has been setting
standards in the market here for years.”
JUVE Handbook 2020/2021
4 Our Real Estate/Real Estate Finance practice in Germany | 2021
Our services
Real Estate Finance Real Estate Transactions
Our German Real Estate Finance (REF) practice, consisting We advise leading real estate investors on their acquisitions,
of German and English law qualified lawyers, is the leading investments and disposals of major real estate assets.
REF practice in Germany and draws on leading experts from
In doing so, we represent owners, investors, investment
our banking, securitisation, restructuring, regulatory,
banks, private equity houses, sovereign wealth funds and
funds and tax practices.
Real Estate Investment Trusts (REITs) in all kinds of major real
We act on all aspects of real estate finance, including both estate transactions from both the equity and the debt sides.
senior and mezzanine origination, loans to be refinanced by
We cover the full range of real estate advice for retail, office
German covered bonds (Pfandbriefe), development finance,
and residential properties, such as handling complex title
project and infrastructure finance, CMBS transactions,
issues, negotiating leases with anchor tenants, restrictions
portfolio deals, sale and lease-back structures, share and
under zoning and building law and/or management
asset deals, loan sales (especially non-performing loans) and
agreements. Another focus of our practice is the
investment fund structures.
development of large commercial properties where we work
A further focus of our REF practice is the restructuring closely together with our zoning and building law specialists.
of deals in the real estate sector, in particular CMBS Moreover, our real estate finance,
restructurings and workouts. Our integrated team is highly
tax-and fund-structuring partners ensure that all relevant
specialised and combines structured finance know-how with
aspects of a complex transaction are covered with the same
an in-depth knowledge of related insolvency issues.
outstanding level of expertise.
We have experience advising lenders, borrowers, arrangers
Our partners and associates are not just skilled in direct
and issuers on both national and cross-border transactions.
real estate matters – they also have profound experience
in closely related areas such as direct and indirect real
estate acquisitions and the negotiation of corporate-
style documentation in M&A style transactions. It is this
Tier 1 Firm for Real Estate international reach and use of sophisticated structuring
techniques that sets us apart from many competitors.
Finance in Germany
Chambers Europe 2020
Legal 500 2021
TOP Law Firm 2021
for Real Estate
WirtschaftsWoche
allenovery.com 5
Regulatory & Funds Public Law
Our investment funds practice provides advice on various Combining our expertise with that of our real estate and
innovative real estate funding and joint venture structures building law specialists, we advise real estate investors,
using onshore and offshore partnerships and corporates project developers and public authorities on public building
(eg Luxembourg FCPs, SICAVs, SICAFs, and Jersey and and planning law matters.
Guernsey corporates or unit trusts).
These projects include the development of extensive industrial
We cover a wide range of both fund structures and asset areas, but also eg the development of prominent inner-city
classes, including in particular real estate. In addition to locations for retail space. Our range of services includes
structuring and documenting new investment vehicles, matters regarding public law in the acquisition of properties,
we also advise on regulation affecting asset managers, securing and amending building permits and matters of
such as investment management mandates, appointment potential conversions, eg in the event of property sales.
of custodians, securities lending programmes, and dealing
with brokers and dealers.
Allen & Overy has a “very “Highly experienced in large
well-known and very present” urban development projects.”
investment funds practice. JUVE Handbook 2020/2021
Legal 500 2017 (Investment Funds)
Tax
Tax considerations invariably play an important role in real
estate transactions and are often crucial in making a deal
possible and successful, particularly in the case of those that
are complex and innovative or that involve entities such as
REITs or REIT-like funds. We provide expert tax advice on
every type of real estate transaction, including tax structuring
and acquisition-related issues, and we advise on day-to-day
tax matters that arise in managing real estate portfolios.
We work as an integrated team with our real estate,
corporate and banking colleagues, with whom we have
developed an in-depth knowledge of the real estate industry.
Allen & Overy’s tax practice
is “professionally excellent”.
Legal 500 2019 (Tax)
6 Our Real Estate/Real Estate Finance practice in Germany | 2021
“Pioneering real estate finance
practice with the full range of
financing expertise at its disposal.
Enjoys an excellent standing
in classic real estate lending
transactions, as well as bonds,
CMBS transactions and private
debt placements, primarily
advising traditional and alternative
lenders, including debt funds and
insurance companies.”
Chambers Europe 2018
allenovery.com 7
Your Real Estate/Real Estate
finance contacts
Real Estate Finance
Dr Olaf Meisen Wolfgang Melzer John Coburn Peter Hoegen
Partner – Frankfurt Partner – Frankfurt Partner – Frankfurt English Law Senior Counsel – Frankfurt
Head of Real Estate Tel +49 69 2648 5724 Tel +49 69 2648 5493 Tel +49 69 2648 5905
Finance Germany wolfgang.melzer@allenovery.com john.coburn@allenovery.com peter.hoegen@allenovery.com
Tel +49 69 2648 5648
olaf.meisen@allenovery.com
Real Estate
Stefan Kuhm Dr Jochen Scheel Dr Christian Hilmes Matthias Fischer
Counsel – Frankfurt Partner – Frankfurt Partner – Hamburg Counsel – Frankfurt
Tel +49 69 2648 5706 Head of Real Estate Germany Tel +49 40 82221 2187 Tel +49 69 2648 5647
stefan.kuhm@allenovery.com Tel +49 69 2648 5551 christian.hilmes@allenovery.com matthias.fischer@allenovery.com
jochen.scheel@allenovery.com
Corporate/M&A
Dr Nils Koffka Dr Christian Eichner Dr Hans Schoneweg Dr Michael Fink
Partner – Hamburg Partner – Duesseldorf Partner – Hamburg Counsel – Duesseldorf
Head of Private Equity Germany Tel +49 211 2806 7114 Tel +49 40 82221 2113 Tel +49 211 2806 7224
Tel +49 40 82221 2112 christian.eichner@allenovery.com hans.schoneweg@allenovery.com michael.fink@allenovery.com
nils.koffka@allenovery.com
allenovery.com
Public Law Regulatory & Funds
Dr Udo H. Olgemöller Dr Frank Herring
Counsel – Frankfurt Of Counsel – Frankfurt
Tel +49 69 2648 5690 Tel +49 69 2648 5310
udo.olgemoeller@allenovery.com frank.herring@allenovery.com
ICM Tax
Dr Stefan Henkelmann Dr Michael Ehret Dr Heike Weber
Partner – Frankfurt Partner – Frankfurt Partner – Frankfurt
Tel +49 69 2648 5997 Tel +49 69 2648 5586 Tel +49 69 2648 5879
stefan.henkelmann@allenovery.com michael.ehret@allenovery.com heike.weber@allenovery.com
Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide. Allen & Overy means Allen & Overy LLP and/or its affiliated
undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation
Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of
Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD.
© Allen & Overy LLP 2020. This document is for general guidance only and does not constitute definitive advice. ROW
CS1902_CDD-54089_ADD-94073
allenovery.com
SELECTED REAL ESTATE FINANCE/REAL ESTATE EXPERTISE IN GERMANY
Real Estate Finance
− The arrangers and lenders on the financing with − Landesbank Hessen-Thüringen Girozentrale
a volume of around EUR1.7bn in connection with on the financing of the acquisition of the Axel
the acquisition of OfficeFirst Immobilien AG Springer office building in Berlin.
(Office First) by Blackstone. It has been the largest
− Landesbank Hessen-Thüringen Girozentrale
acquisition of office properties and the largest
and Banco Santander S.A. on the refinancing of
acquisition financing in Europe in the past ten
Messeturm in Frankfurt which is owned by
years.
Blackstone Fonds. (Volume: EUR319.8m)
− Two global financial services groups on the
acquisition financing to a global alternative − The lenders on a term and capex facility to
investment firm to finance the “public to private” affiliates of Blackstone to refinance the take-private
purchase of Dream Global – a Canadian listed real of Sponda Oyj, a listed Finnish real estate company.
estate investment trust. The Dream Global assets This deal represents the largest Finnish real estate
include over 200 office space and warehouse transaction ever completed and is a significant
properties in more than 100 cities across western investment by Blackstone into the Finnish market.
Europe, with a large presence in Germany and the
Netherlands. It was one of the largest real estate − Vonovia SE on a EUR500m secured financing.
acquisitions across Europe in 2019. Pbb Deutsche Pfandbriefbank AG and Landesbank
Baden-Württemberg (LBBW) each provided 50%
− Banco Santander in the refinancing of the
of the commitments to the listed residential
Steigenberger Hotel in Berlin (sponsor: Blackstone).
property company.
− Bank of America Merrill Lynch as arranger and
− Deutsche Annington Immobilien SE in
lender in the financing of PATRIZIA's acquisition
of the Project Mercury portfolio of logistics assets connection with the financing of a voluntary public
in France, Spain, the Netherlands and Italy. takeover offer to the shareholders of Gagfah S.A.
(Volume: EUR6.5bn).
− Landesbank Baden-Württemberg (LBBW) on Top Real Estate Transaction 2015 – Thomas Daily 2015
the refinancing of Potsdamer Platz in Berlin.
(Volume: EUR1.1bn) − Deutsche Annington Immobilien Group on the
rescheduling of the EUR4.3bn German multi-
− IGIS Asset Management and Hana Financial family CMBS. This is one of the largest European
Investment on the acquisition and the financing of real estate finance and CMBS refinancings since the
the acquisition of the Trianon skyscraper in financial crisis.
Frankfurt from US investor North Star. (Purchase Highly recommended in the Finance category – FT
price of the core property: EUR670m) Innovative Lawyers 2013
− The lenders on the financing provided by them to − M&G Investment Management Limited on a
subsidiaries of The Blackstone Group L.P. for the EUR150m senior facility for a joint investment by
acquisition from M7 Real Estate of four portfolios Fattal Hotels and Zenprop secured over a portfolio
of about 170 logistics properties located in of 20 hotels in Germany. This was the largest hotel
Denmark, France and the Netherlands and of a acquisition in 2013.
portfolio of about 100 logistics properties located in
Germany. − HSBC Bank PLC on a EUR855m financing of the
acquisition of the Potsdamer Platz site in Berlin.
© Allen & Overy LLP 2021 allenovery.comReal Estate Transactions
− Viridium Group on the EUR2.5bn sale of an office building in Frankfurt. (Volume: approx.
Generali Lebensversicherung AG’s so-called EUR400-500m)
„Millennium Portfolio“ to Commerz Real. The
− Ivanhoé Cambridge on selling a 44.9%
portfolio comprises 26 office, 14 residential and 9
participation in the Luxembourg joint venture
retail properties with a total rental space of over
company holding the Paunsdorf Center in Leipzig
352,000 square meters in premium locations in
to AXA Real Estate. The Paunsdorf Center is the
Germany's top 7 cities: Berlin, Düsseldorf,
largest shopping centre in the new German federal
Frankfurt am Main, Hamburg, Cologne, Munich
states and was acquired by Ivanhoé Cambridge in
and Stuttgart as well as Leipzig and Unterhaching.
2006.
One of the Top Real Estate Transactions in Germany in
2019 – Thomas Daily 2020 − Ivanhoé Cambridge on the sale of the shopping
center “Zwickau Arcaden” to ECE and on the sale
− American Tower, a leading global telecom
of the shopping center “Düsseldorf Arcaden” to
infrastructure provider, on its EUR7.7bn
Hines/Universal Investment.
acquisition of Telxius Towers from Telefónica S.A..
The transaction involves approximately 31,000 − International Campus Group, acting as a part of
existing cell towers in Germany, Spain, Brazil, a joint venture with Czech project developer Karlín
Chile, Peru and Argentina. Group, on the acquisition of a project development
in the Holešovice district of Prague with 529 high-
− IGIS Asset Management and Hana Financial
quality apartments for students. With this
Investment on the acquisition and the financing of
transaction International Campus successfully
the acquisition of the Trianon skyscraper in
entered the Czech market.
Frankfurt from US investor North Star. (Purchase
price of the core property: EUR670m) − An international investor on the disposal of a
large office property, including a car park asset, in
− Värde Partners Inc. on the sale of a real estate
the Frankfurt Rhine-Main area (transaction volume
portfolio to Gateway Real Estate AG. The portfolio
more than EUR200m).
consists of 21 commercial properties which are
located across Germany and which comprise − Hypothekenbank Frankfurt AG, a subsidiary of
offices, restaurants and hotels and retail spaces. Commerzbank Aktiengesellschaft, in connection
with the tender for the sale of a Europe-wide
− Lino Management B.V., the principal lessor, in
commercial real estate (CRE) loan portfolio with a
connection with the restructuring and negotiation
nominal volume of EUR2.2bn to a syndicate
of new lease agreements with the A.T.U. Auto-
consisting of J. P. Morgan and Lone Star.
Teile-Unger group (more than 250 properties).
− PATRIZIA Alternative Investments on the sale
− PATRIZIA Group on the acquisition and the
of the so-called Harald (Olav) Real Estate Portfolio
financing of the acquisition of a portfolio of 85
to Deutsche Wohnen AG (DW). The sales price for
food retail properties in Germany from funds
a total of approx. 14,000 rental apartments is
managed by PGIM Real Estate (value EUR400m).
approx. EUR1.1bn.
The deal constitutes the largest transaction in the
One of the Top Real Estate Transactions 2015 – Thomas
German food retail real estate sector ever.
Daily 2015
− PATRIZIA Group on the acquisition and the
− CORESTATE Capital on the sale of retail
financing of the acquisition of a portfolio of 66
portfolios with a total value of EUR687m to
retail properties in Germany from UK based
Universal-Investment funds issued by Bayerische
Redefine International P.L.C. (Approximate net
Versorgungskammer (BVK). The investment
asset value: EUR205m)
vehicle is managed by Universal-Investment-
− A sovereign wealth fund on negotiating a joint Luxembourg S.A.
venture under Luxembourg law and on purchasing One of the Top Real Estate Transaction in the first half of
2017 – Thomas Daily 2017
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© Allen & Overy LLP 2021 allenovery.comFor more information, please contact:
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Fax +49 211 2806 7800 Fax +49 69 2648 5800 Fax +49 40 82 221 2200 Fax +49 89 71043 3800
Key Contacts
Dr Jochen Scheel Dr Olaf Meisen
Partner – Real Estate Partner – Real Estate Finance
Tel +49 69 2648 5551 Tel +49 69 2648 5648
jochen.scheel@allenovery.com olaf.meisen@allenovery.com
GLOBAL PRESENCE
Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide.
Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and
Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales.
The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications.
A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at
One Bishops Square, London E1 6AD.
ROW
© Allen & Overy LLP 2021. This document is for general guidance only and does not constitute definitive advice. CS2102_CDD-62936You can also read
