Real estate

The Old War Office at 57 Whitehall, London is a prestigious and historic building. We were proud to act for State Bank of India in its client Hinduja Group's purchase of the site, which is to be converted into a luxury hotel.

We assisted our client in the rare purchase of a grouse moor with over 5,000 acres of freehold land and sporting rights, including moorland, tenanted land, cottages and common rights. We took our client through the complexities of owning a grouse moor and the practical management issues a new entrant to ownership faces, including the advice on graziers rights over the estate. 

We are currently helping a new entity that is establishing a worldwide private members' club to include up to 65 five-star properties worldwide. We began by assisting on the debt financing with a bulge bracket lender. With locations expected to include Scotland, England, New Zealand, the US and the Caribbean, there are also numerous property deals in the works and we are negotiating management contracts to run the clubs.

With much of our history focused on acting for successful individuals, families and entrepreneurs, we are not afraid to go up against large financial institutions. In one complex case, we acted against one of the largest UK banks in a dispute relating to a loan for the development of a household name supermarket, and the use of an interest rate swap to ‘hedge’ the loan.

We were instructed to form a master LLC (limited liability company) to buy, build, own and occupy a state-of-the-art medical office building in the US. We also negotiated the permanent financing and construction, and arranged all the leases for our client.

Purchase of a significant Grade II listed Country House, land, stables, cottages and equestrian facilities. The property had a spring water business (including source) attached to it, and the purchase required the preparation of an asset purchase agreement running alongside the property contract to acquire the assets and intellectual property rights of the bottling plant and water brand.

At Withers we like a challenge, so it is always pleasing to be presented with complex cases such as a reverse triangular merger on which we were instructed by a client that held extensive real estate in New York City and Long Island. Our client wished to transfer stock in the merger, and requested advice on shareholder liability as well as the state and city real estate taxes.

Via della Spiga 26 is a beautiful building in the 'golden triangle' of Milan, housing Dolce & Gabbana's flagship store as well as the offices of Tiffany & Co. We helped Thor Equities and Invesco to acquire the site, negotiating with a family who had held the property for generations and were initially locked in dispute between themselves. Our clients and the vendors were grateful for our help in brokering what had seemed an impossible deal.

Advised a high profile property fund to acquire 5 shopping centres across the UK for a total value of for £226 million

Advised an Asian sovereignty fund in its proposed acquisition of a state-owned PRC property development company through open bidding at an equity exchange.

Withers frequently advises on the subdivision of residential properties, which often can be complex in nature. For example, our lawyers in California have prepared sales and risk management documentation and disclosures for a successor developer of a luxury subdivision, advised on the legal governance structure for a commercial/residential subdivision, prepared sales and condominium association documents for a luxury ocean front condominium project and prepared sales and condominium association documents for luxury residential project, along with reciprocal easement agreement with adjacent hotel.

Our team in California has deep experience regarding the buying, selling and negotiation of contracts for various residential properties. We have represented the seller of a 25 acre wine country parcel for the development of a luxury home and the purchaser of a resort home in an ultra-high end resort community, including negotiation of a construction contract for purchase of the residence. In addition, we have negotiated and prepared numerous easements with neighboring homeowners, represented a variety of condominium owners in matters involving homeowners associations and represented numerous purchasers of luxury homes and condominiums, including the review of titles and homeowners association documents and architectural guidelines.

In a transaction involving a private club/hotel, our lawyers advised on documenting a long term sale leaseback transaction for the development of a historic adaptive reuse project, including the purchase and sale agreement, lease, development agreement, construction contract and related documents.

Our team in California negotiated the settlement and termination of a retail lease.

Our lawyers represented the seller in closing an option transaction for a private airport to a solar energy company.

We represented numerous private fiduciaries in matters related to the management, leasing and sale of trust real estate assets.

We have represented clients on matters involving title and title insurance, and with claims under title insurance policies.

Our lawyers negotiated a lease for the landlord of a 20,000 square foot industrial building.

Our lawyers represented the seller of an apartment building in a coastal community, including matters involving valuation and sale.

For a Roman Catholic Order, monetized real estate holdings to provide annuity for aging Sisters by entitling one portion of parcel for 79 single family homes (in concert with a leading developer) and using the proceeds to construct advanced “age-in-place” senior housing for Sisters; additionally, US$200 thousand per new home was dedicated to a private operating foundation for perpetual maintenance and public use of a 5.5-acre legacy garden, over a century old.

Subdivided surplus land held by a semiconductor manufacturer, including numerous easements and a partial condemnation by city. One parcel was immediately sold, improving client’s balance sheet.

On behalf of owner, negotiated a 99 year unsubordinated ground lease to a prime developer for Marriott Hotels. In the process, increased the net present value of the parcel by 33% by aggressive use of comparable market data.

Structured and documented a fund for purchase of an 880 acre parcel in Costa Rica, now fully entitled for development of a “wellness resort.” The offering was a full private placement memorandum under Regulation D, Rule 506, with blue sky registration in a number of states. Considerable interest has been shown by prospective end purchasers.

Structured and documented a fund providing seed money for a sharing economy startup in the roommate matching space. Founders are accomplished, successful serial entrepreneurs in the “matching algorithm” field. The offering was a full private placement memorandum under Regulation D, Rule 506 (c), with blue sky registration in a number of states.

Complete representation of offshore purchasers of a highly regarded public golf course in Washington State with hotel development potential, including issues of planning and zoning, subdivision, labor law and construction law.

Handle sale out of multiple apartment assets owned by an offshore fund, together with windup of entity. Windup and liquidation of foreign corporation included issues of law of Curacao, Hong Kong and California/US.

On behalf of farmer owners, negotiated a complex Conservation Easement preserving agricultural and tourist-serving uses while selling future development rights to a land trust.

Completed pre-development funding and entitlement of a “Wine Village” on one of California’s busiest traffic corridors. The Wine Village will lease to 17 wine shops and two restaurants. Combination of base rent and percentage rent from case sales will assure high long term profitability of this project.

Full representation of client in acquisition of the most expensive home ever sold in Alameda County, CA. Home is highly engineered and architecturally complex. Client did not use a real estate broker and relied instead on Withers for all due diligence, financing and insurance underwriting, plus the acquisition of a substantial art collection onsite.

Our team has advised a private lender in a loan modification transaction, including the negotiation and documentation of an extension agreement.

The APAC hotels team has assisted Pro-invest Group to sign franchise agreements with Intercontinental Hotels Group for two 200 plus room hotels in Auckland, New Zealand – a Holiday Inn Express and a flagship EVEN hotel land, the first EVEN outside the five currently in North America. EVEN is IHG's new on-trend wellness lifestyle brand. Pro-Invest continues to roll out hotels as it deploys capital from its multi-million dollar hotel funds, on which we also advise.

Acting for a luxury hotel chain on the financing for the acquisition and re-development of their Miami Beach site.

Assisted a major Brazilian real estate investor to immigrate to the US, start a new business, acquire US real estate and reorganize his Brazilian and offshore investments. This involved obtaining a new passport and visas, international tax and corporate structuring, real estate advice and business planning.

Aided a Brazilian family with significant US commercial real estate holdings to restructure the ownership of this property to avoid US estate tax. Also devised arrangements for Brazilian residents to create legitimate structures that are protected from Brazilian taxation, permit efficient repatriation of capital to Brazil when needed and ensure optimal flexibility and family control to respond to changing needs and tax laws in the future.

Represented a luxury hotel chain in its expansion in California, assisting in the negotiations regarding the lease of prime space on the Pacific Coast Highway for its new beach club and the related acquisition of an existing liquor license from the controlling landlord entity.

We advised Indigenous Land Corporation on its purchase of Ayers Rock Resort, which includes over 1000 rooms in five hotels together with related airport facilities

Assisted a luxury hotel chain with the completion of two new leases as part of its prestigious development in the trendy DUMBO neighborhood of Brooklyn.

Advised on a build-to-suit lease plus adjacent parking facility for new hotel, club and restaurant property in Chicago.

Structured and implemented investment and operating vehicles, as well as arranged for construction/permanent financing, for international boutique hotel, restaurant private club, and spa in New York City.

Assisted a luxury hotel chain in acquiring  a 50,000 square foot development property in downtown Los Angeles (which transaction included a bridge loan facility from a co-investor), as well as assisting the client with flipping the parcel to a third party purchaser (among multiple bidders) for a significant profit.

Represented purchaser/borrower in US$65 million financing and acquisitions in Montana, New York and Massachusetts for international sport club.

Advised on multiple acquisitions for US headquartered international conservancy and sporting society of high-end destination resort businesses and related US$135 million financing facility. 

We assisted our client to acquire a significant rental investment property in Central London consisting of multiple short let flats and penthouses on long leases, We were particularly proud of completing on such a substantial deal in just 10 working days where a huge volume of due diligence was required alongside planning issues and restrictions.

Acting for various global fashion retailers and leading luxury brands on their leasing matters in Hong Kong, Macau, the PRC and a luxury sports eyewear retailers on all of their leasing matters in Hong Kong.

We acted for a famous British perfume house in relation to its expansion in Asia-Pacific, including retail lease agreements in Hong Kong, Macau, and Taiwan; commercial matters; and restructuring of the group companies.

We acted for the largest hypermarket retailer in the United Kingdom in relation to its real estate acquisition and leasing matters in the PRC.

Represented SOCAM Development Limited in the sale of the Four Seasons Hotel and Four Seasons Place in Shanghai to B.M. Holding Group for ¥1.323 billion

We advised Guocoland on its negotiation of management agreements with Accor Hotels for a 222 room Sofitel in the Tanjong Pagar Centre in Singapore and a 312 room Sofitel hotel in Kuala Lumpur

We are advising Pro-invest Hotels Group on its Cayman fund, developing hotels in Australia and New Zealand under InterContinental Hotel’s Group’s Holiday Inn Express brand.

We advised Royal Group on its proposed acquisition of the leasehold interest and improvements on Vagaru Island, Shaviyani Atoll, Republic of the Maldives.

We advised Wyndham on certain matters concerning the establishment of Indonesian local companies, a management agreement (and related agreements) and timeshare arrangements for the possible acquisition of Sakala, Bali Indonesia.

We are advising a listed Australian real estate fund on its global joint venture with a foreign pension fund relating to an investment in Australian infrastructure assets .

We advised American Indochina Resorts Ltd on the management agreement, license agreement, and villas management and maintenance agreement for The Nam Hai, Hoi An Hotel in Vietnam.

We advised Marriott International on its negotiations with Far East Consortium in relation to its management and related agreements for the new-build 204 room Ritz Carlton in Perth. This was the first Ritz Carlton hotel announced in Australia after a 15 year absence for the brand.

We represented Shun Ho Property Investments Limited, a public limited company incorporated in Hong Kong (Stock Code: 219), in the acquisition of Newton Inn for HK$1 billion.

Represented a foreign-based seller of NY property, whose lawyer stole the proceeds of the sale. In addition to partial recovery from the Lawyers' Fund, we were able to recover a substantial amount of the uncovered losses.