December 2013 Rea l esta te d ea ls serv ices Rea l esta te d ea ls - - PowerPoint PPT Presentation

www.pwc.co.uk

Rea l Esta te Dea ls Ad v isory Serv ices: A i P ifi i t Asia Pa cific inv estors

December 2013

Rea l esta te d ea ls serv ices Rea l esta te d ea ls serv ices

Target properties / portfolios/ RE businesses

RE deals and RE deals and valuations Due diligence Tax Legal

Independent review of investm ent options

Properties and holding entities Due diligence

Review of historical tax position Transaction execution Legal due diligence and contract Acquisition and investment

• ptions.

Identify and review investment

• pportunities.

Advice on investment strategy. Pre-purchase and after-offer due diligence. Review of historical accounts, the quantum and nature of property and other expenses p including review of any previous restructuring activities. Structuring advice Consideration of tax efficient acquisition holding and exit g g negotiation. Corporate and Funds Establishing or re-structuring corporate structures. Incorporation

• f fund structure and fund

Advice on investment strategy. Acquisition and disposal negotiation advice. Assess market value of the real estate. and other expenses. Review of the financial aspects of the leases and impact of cash vs accounting on net rental income. Review latest balance sheet acquisition, holding and exit structures, including corporate and transaction taxes and VAT. Review of cash repatriation including mitigation of potential withholding taxes.

• f fund structure and fund
• documentation. Regulatory advice.

Banking and Finance Agreeing bank facility agreements and security documentation. Development appraisal and feasibility study. Review current portfolio exit

• ptions and strategy.

Investment management. Review latest balance sheet position and comment on key balance and movements. Identify contingent on and off balance sheet exposures, in terms f itt d i t l g Review of tax assumptions in the investment model. Transfer pricing Benchmarking of shareholder debt d f Governance and Com pliance Management of regulation, directors’ duties, risks and reputation. Em ploym ent, im m igration

Full range of real estate deals strategy and due diligence services

g

• f committed capex, environmental

exposures or legal. and management fees. p y , g and m obility services PwC 1

Full range of real estate deals strategy and due diligence services

Selected cred entia ls for Asia Pa cific inv estors Selected cred entia ls for Asia Pa cific inv estors

• On the next slide we provide some examples of transactions for

AsiaPacific investors that your proposed service team have led. W h t it t t li t fid ti lit hi h

• We have a strong commitment to client confidentiality which means

these examples have been suitably anonymised.

• These are mostly examples of UK transactions but we have advised

These are mostly examples of UK transactions but we have advised

• n similar transactions across Europe.

PwC 2

S l d d i l f A i P ifi i Selected cred entia ls for Asia Pa cific inv estors

20 12

Financial and tax due diligence structuring and

20 13

Structuring

20 12

Financial and tax due diligence structuring and

20 12

Structuring and transfer pricing diligence, structuring and transfer pricing an office building, held via a unit trust, in Central London for in excess of £150m f K i tit ti l a joint venture platform for European investments between a European asset manager (minority investor) and an Asian sovereign fund diligence, structuring and transfer pricing an office building, held via a corporate wrapper, in Central London for in excess of £150m f Chi i tit ti l pricing a hotel in Central London for in excess of £33m for a Hong Kong institutional investor for a Korean institutional investor Acquirer advised by Venture advised by for a Chinese institutional investor Acquirer advised by Acquirer advised by

20 13

Financial and tax due diligence, structuring and transfer pricing 20 13 Financial and tax due diligence, structuring

20 13

Structuring and transfer pricing

20 12

Financial and tax due diligence, structuring transfer pricing an office building, held via a corporate wrapper, in Central London for in excess if £335m for a Korean institutional an office building, held via a corporate wrapper, in Central London for in excess of £82m for an Australian institutional investor an office building in Central London for in excess of £170m for a Chinese institutional investor an office building, held via a corporate wrapper, in Central London for in excess of £105m for a Korean institutional for a Korean institutional investor Acquirer advised by Acquirer advised by Acquirer advised by investor Acquirer advised by

PwC 3

Our tea m Our tea m

Mark Batten - Partner l l d d Sim on Boadle - Partner Real Estate Deals Leader - London

• Mark is the partner who leads our

real estate unit within PwC’s restructuring practice. He has i li d i t t i k f

Corporate Finance - London

• Simon joined PwC as a Partner in

Corporate Finance in 1998, having been previously a Director in Corporate Finance with Natwest specialised in restructuring work for

• ver 30 years and has extensive

experience in financial services and real estate. He has also led PwC’s valuation practice and was seconded to PwC’s Malaysian restructuring practice for a year Corporate Finance with Natwest Markets.

• Simon experienced in advising on

M&A and fund raising transactions for all types of client: FTSE 100 fund and mid cap listed companies, practice for a year.

• As the leader of our UK restructuring

practice and the UK real estate team, Mark has significant experience of working with both lenders and borrowers to review business plans, p p private companies, Private Equity houses and Government.

Sim on Hardwick - Partner Legal Real Estate - London

b b p , consider alternative exit strategies and solutions and advising on the execution of such approaches. Mark also led PwC’s provision of strategic advice to help establish NAMA .

• Simon Hardwick is a partner in PwC

Legal LLP and leads the Legal Real Estate Practice. He has over 25 years experience in all aspects of commercial property.

• Simon's expertise includes

international real estate transaction project co-ordination, complex purchases and disposals, joint ventures and acquisition structures, property management and

PwC 4

property management and troubleshooting.

Our tea m Our tea m

Sim on Marriott - Director Real Estate Deals & Investment Management - London Nick Croft - Director Real Estate Deals & Valuations Advisory - London

• Simon is a Chartered Surveyor with over

25 years commercial real estate

• experience. He recently joined PwC from

Oxford Properties - the real estate subsidiary of Canadian Pension Fund OMERS having established their

• Nick leads the firm’s real estate

valuation team and has 25+ years of real estate advisory experience. Nick’s expertise includes real estate valuation, due diligence and property optimisation. OMERS - having established their UK/ European Real Estate investment and asset management platform .

• He specialises in investment and

development acquisition, disposition across the UK and Europe with particular

• Nick has lead the sell-side valuation of a

£1billion real estate portfolio, regularly undertakes buy and sell-side due diligence assignments and has provided strategy advice on a portfolio of 4,500 properties for a fixed line telecoms

Juliette Waterhouse - Manager Real Estate Deals & Valuations Advisory - London Chris Mutch - Director Real Estate Deals & Portfolio Advisory - London

across the UK and Europe with particular emphasis on Central London and major European cities.

• perator.
• Juliette has an in-depth experience in

valuation and investment of commercial real estate in the UK and Continental Europe. She has valued a large number of investment properties

• Chris has been providing strategic

remediation, sell-side and buy-side support on loan portfolio transactions across Europe. g p p across Europe. Juliette has also carried

• ut purchase reports and due diligence
• n underlying real estate for

debt/ equity transactions as well as provide advice on investment strategy to the real estate investors.

• He also leads the firm’s real estate

transaction due diligence team in

• London. Chris led due diligence for just
• ver £5bn of property transactions

(hotel, office, industrial) for private equity, SWF and institutional clients, i l di £ b f P E (UK

PwC 5

• She is a member of Royal Institution of

Chartered Surveyors (MRICS) and an RICS Registered Valuer. including £1bn of Pan-European (UK led) transactions.

Our tea m Our tea m

Angus Johnston - Partner EMEA Tax Leader - London Neal Diplock - Director Real Estate Tax - London

• Angus leads our EMEA Real Estate

tax network. He has over 25 years experience in advising international real estate funds and investors on a wide range of UK and international t ti

• Neal joined PwC 15 years ago after

spending 20 years with the UK Inland Revenue. He specialises in advising on cross-border structuring and transactional tt transactions.

• Through a combination of his

experience and role as EMEA leader, Angus is able to ensure a connected service across the region for clients and provide strategic insight on new matters.

• Neal has a particular focus on

investors from AsiaPacific and has led a number of significant UK and European property transactions for AsiaPacific investors and provide strategic insight on new

• developments. This is becoming

increasingly relevant in an uncertain tax environment where having a clear strategy and policy around tax is more important then ever. for AsiaPacific investors.

Richard William s - Director Real Estate Tax - London

• Richard has spent over 12 years

advising on corporate and advising on corporate and international tax structuring. Throughout his career Richard has worked in and led cross border teams.

• Richard has significant experience

PwC 6

• f investments in the UK and

across Europe, including major property transactions for AsiaPacific investors.