Real Estate. GSK. The Difference.

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1 Real Estate. GSK. The Difference.

2 THE DIFFERENCE IS SIZE. Well intended. Well planned. Can you tell the difference? The difference between giving something a fleeting thought, and thinking something through? The difference between a good start, and making the most of something? Between a law office which happens to also handle real estate, and a law firm which has established one of the biggest real estate practices in Germany with more than 80 lawyers in its Real Estate practice area? That s good to hear. So you do know what makes the difference in the real estate sector

3 THE DIFFERENCE IS EXPERIENCE. On the subject of real Our services in the field of real estate. estate nobody can hold a candle to us. > Real Estate Transactions > Project Development > Private and Public Construction Law > Architecture and Engineering > Asset Management > Concepts for closed-end and open-ended funds > Corporate Real Estate > Real Estate Financing > Crisis Management and Restructuring GSK is one of the leading real estate law firms in Germany. This is no surprise as we have one of the largest real estate teams, comprising more than 80 lawyers to advise our clients on the great diversity of issues concerning real estate. We are as varied and multi-faceted as our clients, who range from open-ended and closed-end funds, to banks, insurance companies, pension funds, project developers and construction companies, public sector and international asset managers, providers of private equity and opportunity funds. Our size also allows us to handle extremely large and complex transactions. GSK has grown organically and has advised on real estate ever since it was founded. You will quickly realise that at GSK the partners still advise personally and, due to our nationwide presence, locally where the project is to be implemented. Delight in the fact that you have found a law firm which has an in-depth knowledge of the real estate market and of the customs and practices in this sector. A law firm that is able to relieve you of all the legal matters surrounding real estate: The best possible legal advice on transactions, planning, construction, letting, marketing, taxes, financing through to aspects concerning company law. And what is gratifying is that with the experience of our notaries public at our offices in Berlin and Frankfurt am Main and with our international partners we can help make your real estate business a complete and transnational success

4 THE DIFFERENCE IS KNOW-HOW. Real Estate Transactions. Owing to our experience we are able to advise on all aspects ofall types of real estate transactions whether they be asset deals, share deals or sale and lease back transactions, the sale and purchase of high-volume portfolios or complex non-performing loans. Our expertise covers all kinds of property whether it be commercial property such as offices or retail space, or special purpose properties, such as hotels, logistics facilities or nursing homes or residential property. Moreover, we also have the know-how for your transactions in the field of renewable energy particularly wind farms and solar parks. We will advise you on every decisive phase also on cross-border transactions, working together with our international partners. 360 Real Estate Investments our services in connection with real estate transactions: > Preparing and managing sale and purchase processes (bidding processes, data rooms, letters of intent, exclusivity and confidentiality agreements) > Overall structuring of corporate aspects (setting up special purpose vehicles, funds, joint ventures) > Tax structuring > Advice on investment law > Legal due diligence for buyers or sellers > Acquisition financing (loan agreements, security) > Drafting, negotiating and implementing contracts > Merger control A selection of our references: > IVG Immobilien: Vendor Due Diligence for IVG Immobilien regarding refinancing of THE SQUAIRE at the Frankfurt Airport > Pembroke Real Estate: Advice of an American investor regarding acquisition of a real estate portfolio ( Northgate Portfolio ) in the Hamburg Hafencity > AviaRent Capital Management S.à.r.l.: Acquisition of various real estate portfolios in the asset classes Healthcare and Student Housing > Adler Real Estate AG: Advice in connection with the acquisition and financing of three large residential real estate portfolios > Diringer & Scheidel Group: Advice on the sale of the new city quarters Q6 Q7 in Mannheim > EQT: GSK Stockmann in Luxembourg advised on the acquisition of Bilfinger s business segment Building and Facility > GSA (the Global Student Accommodation leader): GSK Stockmann in Luxembourg advised on the acquisition of a 7,150-bed UK student accommodation portfolio > Real I.S.: Acquisition of a hotel and office space in the Milaneo, Stuttgart 06 07

5 THE DIFFERENCE IS RELEVANCE. Project Development. Providing a full service is important to us: Our legal advice therefore covers all phases and facets of project development from reviewing and developing the idea through to assisting with implementing the project, to realizing the value of the project by selling it or leasing and managing it as a holding in a portfolio. To achieve the greatest possible satisfaction and best possible success, our advice will be managed by an experienced lawyer acting as the lead partner and who will be the client s main contact person. He or she will also draw upon the specialists needed in each case and will coordinate and guide them. Our services in connection with project development: > Establishing and advising on special purpose vehicles and joint ventures including their overall structuring from a tax perspective > Loan agreements and security for financing the project > The purchase of real estate > Procurement law > Private construction law > The law governing architects and engineers > The sale of real estate > Leasing and managing property holdings (asset management) > Representing clients in adjudication and arbitration proceedings and proceedings before the ordinary courts > Obtaining the requisite planning and building rights (town planning, site supervision planning, sectoral planning; advice on building permits and building regulations; urban construction contracts, project development and land development contracts; nature conservation, toxic emissions control and other environmental law) A selection of our references: > ACTRIS Henninger Turm GmbH & Co. KG: Development of Henninger Turm area in Frankfurt a. M. > Citygrove Securities PLC: Development of a niu hotel in Dusseldorf in cooperation with NOVUM Hotel Group > Merck KGaA: Development of the ONE Global Headquarters in Darmstadt > Groth Gruppe: Development and construction of housing projects in Berlin > Groupe Pierre & Vacances Center Parcs: Development of a holiday park with approx. 1,000 holiday homes and central facilities on a 180 ha conversion area > Deutsche Bahn AG: Rebuilding of Munich s Central Station > IKEA Verwaltungs-GmbH: Project development for an IKEA furniture market in Karlsruhe > evoreal GmbH: Development regarding different housing projects in Berlin, Hamburg and Munich > Royal Boskalis Westminster N.V.: Consultancy and contracting in connection with the cable installation for large offshore wind parks in Germany > LBBW-Gruppe on two (mixed use) projects in Munich: The SEVEN and Friends > Rohde & Schwarz Unternehmensgruppe: Development of the company s location ( Werksviertel ) in Munich s city center 08 09

6 THE DIFFERENCE IS DIVERSITY. Private and Public Construction Law. Advising on construction law requires an understanding of the legal requirements under the planning and approval procedures and of the economic and technical framework. We have this knowledge as well as close contacts with the authorities, architects, engineers and business people. We advise our clients on all aspects of public law and private law in connection with obtaining and implementing building rights. We assist with planning and approval procedures, negotiate urban and land development contracts, draft all kinds of construction contracts and provide you with the best possible contractual safeguards against construction-related risks. Our areas of practice include plant engineering and construction, procurement law, insuring against construction-related risks, construction site safety and representing clients before courts or in arbitration proceedings. Our clients include, for example, ACTRIS Henninger Turm GmbH & Co. KG, Deka-Group, Radeberger-Group, LBBW-Group, the State of Berlin, Accor Hotellerie Deutschland GmbH, Groupe Pierre & Vacances Center Parcs, ALDI Süd and the Edeka Group. We have successfully advised on large projects such as Henninger Tower Area of Actris Henninger Turm GmbH & Co. KG in Frankfurt a. M., Allianz Real Estate s Europa-Passage in Hamburg, Infineon s headquarters near Munich, Merck s ONE Global Headquarters in Darmstadt, the Upper Eastside in Berlin and on the relocation and establishment of IKEA, Metro, OBI and other retail-related projects. Architecture and Engineering. The preparation and negotiation of contracts, advice while the project is being implemented and conducting the litigation process in the event that the matter becomes contentious: All these aspects are becoming increasingly important, no matter whether the project is a large one or a project to build just a single building. We also advise our clients on matters involving architects, general planning contractors and engineers contracts, the planning and implementation of competitions to select architects, procurement law (German Regulation on Freelance Services (VOF)), copyright, the Fee Regulation for Architects and Engineers and health and safety coordinators contracts (SiGeKo contracts). Legal Asset Management. Not just the actual investment in real estate, but also the management of real estate holdings is becoming increasingly more important. Here we assist our clients to continuously improve the structure of their portfolio and to optimize the value of and returns generated from their holdings. No matter what type of property is concerned, our clients such as Brookfield Europe, Jones Lang LaSalle and F&C REIT Asset Management rely on our expertise for the most diverse of legal services: Drafting and optimizing rental and lease agreements and all types of contract concerning owner-operators, management, hybrid agreements, asset, property and facility management, maintenance and utilities, contracting and real estate brokers or agents. In addition we provide our clients with reliable and competent advice on issues concerning flats and commonhold law, revitalization, redevelopment and refurbishment, implementing environmental provisions, taking defensive action against and enforcing claims, including claims for defects, e.g. arising out of purchase agreements and contracts for work and services, structural maintenance and repair as well as arbitration proceedings and court cases. Real Estate Joint Ventures. Real estate joint ventures, particularly joint ventures between project developers and providers of equity, are increasingly growing in importance. Advantages here, particularly for the project developer, are the creation of an adequate capital base and for the equity investor (e.g. banks, private equity funds etc.) the possibility of entering a project at an earlier point in time. The art lies in finding a way of optimizing the tax situation in a joint venture structure and striking an appropriate balance between the various interests. GSK thereby advises on the development of corporate concepts, the setting up of the special purpose vehicle, the structuring from a tax law perspective and the involvement of providers of equity. GSK likewise helps to resolve conflicts and shareholder disputes and assists with structuring the financing. Our clients in the area of corporate real estate include, for example, Zech Group, Competo Capital Partners, Diringer & Scheidel Unternehmensgruppe, Fay Projects, Citygrove, and Commerz Real AG. Real Estate Financing. Lenders and borrowers require solid advice on all kinds of real estate financing whether in connection with the financing of a single property or in connection with complex senior and mezzanine structures in accordance with international standards, in connection with the leasing of real estate or in connection with tailored solutions for project developments. Working together with our English law firm partners we are also able to, for example, provide advice on financing or interest hedging under English law. You can also rely on our expertise in large-volume project developments, portfolio transactions as well as transactions involving special aspects of investment law. We provide you with a full service comprising advice on loan and security agreements, the verification of preconditions for payouts, advice on debtor-creditor relationships, on breaches of loan agreements, syndication, debt rescheduling and the subrogation and assignment of contracts. Clients, who count on our particular capability in this area, include Real I.S., Investa Holding, DG HYP Deutsche Genossenschafts- Hypothekenbank AG and Art-Invest Real Estate. Crisis Management and Restructuring. Our work does not end when an investment in real estate falls into difficulty. From investments in loans and their derivatives as well as non-performing loans to the realization of security for loans, foreclosure and compulsory administration, advice on insolvency law and insolvency proceedings, the rescission of purchase and participation agreements, workout advice through to restructuring and refinancing: We advise investors and banks on how to recognize and minimize risks at an early stage and how to limit negative consequences in the event of a crisis

7 THE DIFFERENCE IS THE INTERFACES. Make use of our synergies. Interconnected Expertise. Interconnected tasks need to be tackled by a holistic approach. This also applies to projects in the real estate sector. For each legal matter, we assemble a bespoke and firm-wide project team, comprised of our excellent lawyers from our four practice areas, which solve issues using an interdisciplinary approach. By combining our expert knowledge, we are capable of mastering any and all complex real estate law-related challenges, both with regard to larger-scale matters as well as cross-border matters. Real Estate Corporate Project Team Banking / Finance Projects & Public Sector GSK specializes in the four practice areas: Real Estate, Corporate, Banking/Finance and Projects & Public Sector. These four areas optimally complement each other in many respects. Benefit from our know-how in the areas where real estate overlaps with the other practice areas and make use of the resulting synergies. There are also other meaningful synergies: At GSK you can not only rely on internationally experienced lawyers in their res pective field of expertise you can also use our additional capabilities in Tax Law, Litigation and Dispute Resolution and our Notarial Services to assist you with your legal affairs. Our focus on Real Estate combines perfectly with our capabilities in our other practice areas of Corporate, Banking/Finance and Projects & Public Sector. CORPORATE > Real estate transactions (share deals) > Joint ventures > Structuring taking into account aspects of real estate, corporate and tax law > Restructuring BANKING/FINANCE > Real estate financing > Project finance > Developing concepts for closed-end and open-ended funds PROJECTS & PUBLIC SECTOR > Procurement > Public private partnerships (PPP) > Official planning approval > Obtaining building rights > Environmental (e.g. inherited contamination) > Infrastructure 12 13

8 THE DIFFERENCE IS GSK. GSK. Who we are. Where we are. GSK STOCKMANN BERLIN Mohrenstraße Berlin Tel Fax FRANKFURT/M. Taunusanlage Frankfurt Tel Fax HAMBURG Neuer Wall Hamburg Tel Fax HEIDELBERG Mittermaierstraße Heidelberg Tel Fax LUXEMBOURG GSK Luxembourg SA 44, Avenue John F. Kennedy L-1855 Luxembourg Tel Fax MUNICH Karl-Scharnagl-Ring München Tel Fax muenchen@gsk.de For a list of partners please visit as well as The difference has existed since 1997, when GSK was created as an association of lawyers from leading German commercial law firms. Today, our clients can call upon more than 160 lawyers and certified tax advisers with outstanding reputations both nationally and internationally at our offices in Berlin, Frankfurt am Main, Hamburg, Heidelberg, Munich, as well as Luxembourg. It is the close cooperation between our lawyers, in addition to their expert legal knowledge and commercial know-how that extends to an ever-increasing number of sectors, which makes all the difference for our clients. It is therefore not surprising that we are one of the leading commercial law firms in Germany and Luxembourg in the area of real estate, corporate, banking/finance and projects & public sector. We are neither too large nor too small. This is why we are particularly efficient, competent and able to deliver in a timely manner. GSK is independent, GSK is partnerled, GSK is part of an international network. This may not be the norm, but it is very much to your benefit. The expertise of our lawyers ensures that GSK regularly advises and assists in cross-border transactions. The amicable and personal atmosphere, and working with highly qualified but small approachable teams make GSK a particularly attractive partner. Consequently, national and international businesses, banks and financial institutions, corporations and public bodies, as well as governments, ministries, supervisors and central banks enjoy working with us. Therefore, whatever your needs, you can always expect exceptional service. Can you already feel the difference? Wherever your business venture will take you we will be there with you to support and meet your needs. For cross-border transactions and international projects, GSK works closely with a select group of highly respected partner law firms abroad. As a member of a global network of renowned law firms, we are also there for you in all other markets. You can count on our experience and that of our partners to support you wherever you choose to take your business. For further information, please visit as well as

9 This brochure gives you an insight into our services in our main focus area of Real Estate and into the features which set us apart from other law firms. For further information on us, our main areas of practice, strengths and references, please visit as well as But the best thing to do would be to contact us personally straight away. Issue 09/2017