Real Estate and Construction

Our Real Estate practice is recognized for its expertise in real estate transactions involving both domestic and cross-border projects. These typically include share and asset deals that require specialized legal know-how and business acumen to adapt to the transaction framework of each client.

Drawing upon the resources of our firm, our support to real estate projects adds tangible value to clients at critical stages of the transaction, through flexible and commercially effective solutions tailored to solve legal issues and break deadlock situations.

We cover the entire life cycle of real estate projects:

• due diligence analysis of the target property or company;
• drafting transaction documents, including:
  • joint ventures and shareholder agreements
  • sale and purchase agreements, forward sale contracts
  • lease and forward lease agreements
  • construction contracts (including FIDIC agreements)
• project finance and related financing documentation
• strategies and supporting documentation for tax structuring, exit strategies, and the day-to-day management of the projects

Our Real Estate practice has market-leading experience and a thorough multi-angle approach in all types of real estate projects, including:

• acquisition and sale of office and residential buildings
• acquisition and sale of retail/shopping centers
• acquisition and sale of industrial/logistic parks
• acquisition and sale of lands
• development of residential buildings
• development of office buildings
• development of retail parks/shopping centers
• development of industrial/logistic parks
• leases (both tenant and landlord oriented)
• FIDIC-based construction contracts
• infrastructure
• financing of real estate projects

Acquisition and Sale of Office and Residential Buildings

We advise clients in all stages of the process, from the due diligence and acquisition process, throughout the development phase (drafting standard form of lease/reservation/sale-purchase agreements and negotiations with counterparties as well as permitting matters) until the exit process.

Examples of our recent work in this area include assisting:

• a leading real estate company with focus on investments in SEE and CEE, in relation to the acquisition of Skanska first office development in Romania Green Court Building A, leased to major multinational tenants (active in telecom and energy management fields), with a value of approx. 42 million EUR
• the above-mentioned real estate investor, in connection with the acquisition of Nusco Tower, a modern office building strategically located in Bucharest’s new central business district. Nusco Tower has circa 23,000 sq. m. GLA on 20 floors above ground, leased approx. 91% to large multinational tenants
• a major international bank, in the acquisition of a majority stake and refinancing of an A class office building of over 22,000 sqm GLA, currently under development in an unique downtown location in Bucharest (in matters related to the structuring the transaction, the drafting and negotiating of transaction documents and shareholders agreements, the coordination of other jurisdictions involved and the drafting of the financing documentation)
• a well known investor/entrepreneur in relation to the sale of City Business Centre office complex, comprised of five office buildings located in Timisoara (the largest office complex outside Bucharest)
• a Czech real estate developer, in relation to the sale of Floreasca Business Park Office Complex, valued at approximately 100 million EUR
• one of the top-tier banks in Romania, in connection to the acquisition out of insolvency of two important real estate assets: (i) “Silver Mountain”, a large residential project located in the top mountain resort Poiana Brasov, comprised of over 171 apartments, and related facilities, located on land exceeding 30 hectares, as well as (ii) “Tancabesti” asset, comprised of a large area of more than 59,000 sqm located in Snagov commune, Ilfov County

Acquisition and Sale of Industrial / Logistic Parks and of Retail / Shopping Centers

We advise on land acquisition, construction and permitting process during the development, preparing lease agreements and ensuring the daily management of contracts and operations.

Examples of our recent work in this area include assisting:

• a full-service commercial real estate developer and manager in Central Europe, in relation to the acquisition of the fourth largest logistics park in Romania, Prologis Logistic Park, located nearby Bucharest
• the above-mentioned group in connection with the conditional acquisition of Bucharest West logistic park from Portland Trust
• a large real estate investment company active in SEE and CEE, in connection with the acquisition of the retail park Timisoara Airport Park, leased to major tenants (a multinational corporate operating in the automotive industry, a German car parts and tires manufacturer, a German utilities networking and software solutions provider having let c.91,773 sqm of light industrial space)
• a major Italian small appliance manufacturer, with the acquisition of the former Romanian factory of a Finnish IT and telecom company and further advice on the construction and development of the extension to the factory
• one of the leading independent mid-market private equity firms operating in South-Western (Spain and Portugal) and South-Eastern Europe (Romania and Bulgaria) managing around 350 million EUR Euros through four different equity funds, with the acquisition and further development of a modern temperature-controlled warehouse of 8,000 tons capacity, in compliance with the European standards on technological solutions, hygiene and sanitary conditions and environment protection, located near Bucharest
• with the direct and indirect acquisition of approx. 110,000 sqm of land within A1 Industrial Park, in view of the development of a large scale industrial project in Ilfov County, near Bucharest, in the vicinity of A1 Motorway
• a regional real estate developer, in the acquisition, development and leasing of four shopping centers located in Arad, Buzau, Piatra Neamt and Suceava, with more than 80,000 sqm GLA in aggregate
• Sonae Sierra, in the acquisition of River Mall Plaza shopping center, one of the first acquisitions of shopping centers on the Romanian market
• the same real estate developer, in the sale of Galleria Buzau and Galleria Suceava shopping centers to local investors
• one of the world’s leading real estate investment managers, during the acquisition process for the European Retail Park Targu Mures, with a transaction value exceeding 90 million EUR

Acquisition and Sale of Lands (Including Agricultural Lands)

We regularly assist clients in preparing the initial letters of intent and memoranda of understanding and in the due diligence process on title, permitting, environment and tax efficiency.

Examples of our recent work in this area include assistance to:

• a leading Israeli real estate developer, in the acquisition of approximately 40,000 sqm plot of land in Brasov from a major French retailer, with the purpose of developing a mixed use project
• of a designer and manufacturer of power generation equipment, in relation to the acquisition of approx 9,000 sqm of land located in Craiova, on Electroputere platform
• a leading French sports articles producer and distributor, in the acquisition of almost 23,000 sqm located nearby Ploiesti, for the development of a retail store
• a leading real estate company with focus on investments in SEE and CEE, in connection with the acquisition of a plot of land of approximately 2,300 sq.m owned by an Italian developer, strategically located in Bucharest’s new central business district, in view of the future development of an office project
• the world leader in building materials and a major player in cement, aggregates and concrete businesses, in an extensive due diligence on the real estate assets held by eight of its Romanian subsidiaries, during the process of the disposal of assets within a global transaction estimated at EUR 6.5 billion
• a large Australian seeds producer and distributor, in several major acquisitions in the agricultural field (marking the entrance of this investor on Romanian market) totalizing approx. 8,000 land hectares
• the above-mentioned client, in two major acquisitions in the agricultural field (marking the entrance of this investor on Romanian market) totalizing approx. 6,000 hectares of land, and further continued assistance to the client in connection to additional land acquisitions adding up to an aggregate of approx. 230 hectares, strengthening the position of the client in the agri-business sector
• a leading investment fund, in connection with the 40 million EUR acquisition of four Romanian farms in Calarasi region, through a share deal
• of the local branches specialized in agribusiness of a regional private equity group, in relation to the acquisition of 100 hectares of land and additional target properties around the country, as well as in relation to the acquisition strategy of over hundreds of hectares of land located around the country
• a large Danish farming company, in the acquisition of several farming companies, totalizing approximately 40 million sqm of land located in the Western part of Romania

Development of Residential Buildings

We advise clients on permitting and zoning matters, drafting reservation agreements, pre-sale-purchase and sale-purchase agreements, in condominium rules and assist them in managing the relationship with the public authorities.

Examples of our recent work in this area include assisting:

• a real estate developer, in respect to the acquisition, development and sale of a seven towers residential project
• a local investment vehicle for the due diligence process (on the ownership title and building planning and permitting), in relation to a real estate property for further development of a high end residential compound at Charles de Gaulle Place in Bucharest
• a leading real estate company with focus on investments in SEE and CEE, in relation to development (including sale and renting operations) of residential and retail units within Upground Towers, a modern residential compound located in the northern part of the city, consisting of 571 apartments, 25 commercial units and 3-level underground parking
• a large regional real estate developer with focus on CEE region, in the development and disposal of Rose Garden Project, a residential project with more than 1,000 units developed in partnership with the investment division of a leading German bank
• the above-mentioned client, in the development of Felicity residential project, a large scale development subsequently sold to an investor

Development of Office Buildings

We provide structured lease agreements and sound commercial reasoning during negotiations for the lease of their projects.

Examples of our recent work in this area include assistance:

• a leading real estate company with focus on investments in SEE and CEE, in respect to the construction, development and leasing of a 23-floor office building – Bucharest One,  landmark “class A” development in Bucharest located in the northern part of the city, in Calea Floreasca / Barbu Vacarescu area
• the above-mentioned client, in relation to the conversion of the former shopping center – City Mall – into City Offices, a mixed use property located in the semi-central part of Bucharest, comprised of two connected buildings with a GBA of 56,038 sqm
• the same client, in connection with the construction, development and leasing of its campus project, a Class “A” multi-tenanted office development located in the northern part of Bucharest, comprised of three main office towers offering approx. 87,800 sqm of GLA
• a large Israeli real estate developer, in relation to the development and leasing of a business park part of a large retail and office development comprised of 5 office buildings with a GLA in excess of 60,000 sqm
• of a leading commercial bank, in respect to the development of its new headquarters located in central Bucharest area

Development of Retail Parks/Shopping Centers

We advise in the development of shopping centers by drafting construction contracts, ensuring the most feasible solutions with the authorities for related infrastructure works that shopping centers usually require and by drafting and negotiating lease agreements for anchor and small tenants to medium retail stores.

Examples of our recent work in this area include assisting:

• a Portugese trade center developer, in respect to the development of ParkLake Shopping center, of more than 70,000 sqm of GLA
• the owner of one of the largest shopping centers in Bucharest, in respect to several development/construction related aspects
• a regional real estate developer, in the acquisition, development and leasing of four shopping centers located in Arad, Buzau, Piatra Neamt and Suceava with more than 80,000 sqm GLA in aggregate

Development of Wind Farms / Renewable Energy Projects

We provide assistance ranging from the structuring of the best alternative for securing long term relevant land plots for wind farm developments (both from a permitting and tax-friendly perspective) to finding functional legal solutions for various concessions and associations with the public authorities.

For examples of our recent work in this area, please refer to the Energy and Natural Resources section.

Leases

We advise on drafting and negotiating, both on the landlord and tenant side, all type of lease agreements (from office buildings, retail parks and shopping centers to industrial parks).

Examples of our recent work in this area include assisting:

• a large Israeli real estate developer, in the leasing of five A class office buildings, with over 55,000 sqm of leasable area located in one of the most successful retail/office parks in Romania
• a major telecom provider, in the negotiation and relocation process of its headquarters in a more than 14,000 sqm office lease
• a worldwide leader in software solutions provider, in one of the most significant relocation projects in Romania, by moving from its former rented premises to Floreasca Park and Oregon Park
• a UK based provider of real estate services, in relation to the leasing operations for the office complex Platinum Business and Convention Center located in the Northern part of Bucharest
• a leading real estate company with focus on investments in SEE and CEE, for renting logistic premises in Timisoara Airport Park to Elster Rometrics, the German utilities networking and software solutions provider, having let c.91,773 sqm of light industrial space
• a local owner/investor and developer, in connection to renting approx. 5,000 logistic and office premises located on Bucharest beltway, for expansion of the operation of a large courier operator

FIDIC-based Construction Contracts

We have broad experience related to FIDIC-based contracts and dispute resolution, as our team has had ample international training on FIDIC contracts matters.

Examples of our recent work on FIDIC contracts include assistance:

• a leading real estate company with focus on investments in SEE and CEE, in connection with the construction and development of a 23 floors office building – Bucharest One,  landmark “class A” development in Bucharest located in the northern part of the city in the Calea Floreasca / Barbu Vacarescu area
• the same client, in relation to the conversion of the former shopping center – City Mall – into City Offices into a mixed use property located in the semi-central part of Bucharest, comprised of two connected buildings with a GBA of 56,038 sqm
• the above-mentioned real estate developer, in connection with the development of its campus project, a Class “A” multi-tenanted office development located in the northern part of Bucharest, comprised of three main offices
• the national oil company, in the assessment process for claims arising under a FIDIC-based agreement for the construction of a landfill, a bio remediation plant offering approx. 87,800 sqm of GLA
• a large US infrastructure development company, with respect to the claims settlement and termination of the construction agreement having as object the development of Transylvania Highway
• an international industrial group specialised in infrastructure development, in relation to the legal interpretation and assessment of matters disputed by the parties during the performance of the construction agreement having as subject matter the construction of Orastie Sibiu Highway

Hospitality

• one of the leading independent mid-market private equity firms operating in South-Western and South-Eastern Europe, for the due diligence process (covering ownership title, construction and operation) and further acquisition of a hotel located in the very downtown of Bucharest
• a company within one of the largest Lithuanian groups of private companies, for the due diligence process (on the ownership title and building planning and permitting) and further acquisition of the full interest in one of the most famous historical buildings from downtown Bucharest, planned to be refurbished and operated as a luxury hotel, thus becoming the first presence in Romania of Europe’s oldest luxury hotel group
• a major bank with local presence in Romania, in relation to financing a hospitality project located in Mamaia seaside resort, Constanta county
• with the sale of Teleferic hotel located in Poiana Brasov mountain resort, Brasov county
• one of the largest Israel based hotel operators, in the potential acquisition of their first hotels in Romania

Infrastructure

We have proven expertise in concession agreements, public-private real estate partnerships and joint-venture agreements with public authorities.

Examples of our recent work in this area include:

• legal analysis, documents review, negotiations, and legislative support for the construction of a five-nation project for the construction and operation of a natural gas pipeline between the Caspian Sea and Middle East to Central and Western Europe
• ongoing advice to a major US based energy and petrochemical business, in relation to the real estate aspects of its energy infrastructure projects in Romania

Financing of Real Estate Projects

We advise on documenting and structuring financings, drafting financial facilities agreements and security documents, as well as ensuring regulatory compliance.

For examples of our recent work in this area, please refer to our section on the Banking and Finance Practice