Weebers Real Estate Merge & Acquisition Services
Weebers RE-M&E-Services is often hired by buyers for the purchase of business objects, development positions or real estate portfolios, often starting from the negotiation process. The request is generally as follows: “perform a due diligence and map out which parts of the information provided by the seller can lead to (partial) renegotiation of the sales transaction at the benefit of the buyer”.
Since the due diligence is typically already documented in broad lines by the buyer and the portfolio basically “comes under attack”, it is imperative for sellers of such real estate portfolios or real estate positions to properly prepare for such an investigation before entering the market. In addition, as experience tells us, the sales of the portfolio or proposition could be much more optimized beforehand, from a legal standpoint. This would lead to a better sales result and the portfolio is more resistant to a due diligence. In this regard, you could think of rental price indexations that are incorrect or were implemented too late; maintenance claims from tenants that lie dormant; rent collection or rental price revision procedures that are ongoing; purchase options on objects by third parties; qualitative obligations or perpetual clauses that can be struck off. A possible rearrangement of part of a portfolio in a separate legal entity could enable the sale of a compact whole. There are too many examples to list.
By means of its inventory of the portfolio or proposition and advice regarding its optimisation, Weebers RE-M&A-Services fulfils an important complementary function for the broker and/or asset manager(s) in question. At the end of the presales phase, we submit a phase document to the client. Based on this document, and after approval at the Board level, the broker and the asset manager(s) can formulate the commercial guidelines for the sale of the real estate portfolio. This relieves the Board and asset management of work and it limits the risks.
Weebers RE-M&A-Services does not only house years of experience in the field of the legal analysis of real estate portfolios, we also have this extensive experience in the commercial field. This makes our services unique. Partners and employees have been in charge of such transactions themselves, for their previous employers or for clients. This experience has given them knowledge of both the legal and the commercial dynamics of such (large) transactions and they know like no other exactly which issues arise during that process. They can anticipate these from an early stage and recognize possible risks. This allows them to contribute great value to the best possible deal for the client.
In order to make an intended sales transaction transparent and to keep it comprehensible, Weeber RE M&A-Services has developed a step-by-step plan. This plan consists of four parts and serves as the basis for the approach to the sales process. By using the specific questions of the customer and in close collaboration with the customer, this process is refined and tailor-made.
|Pre – signing||Pre -sale||Negotiations and (pre-) closing||Closing|
|Exploration of (commercial)
First inventory of the objects or portfolio involved in the transaction
Document plan of action/memorandum of understanding, exclusivity agreement
Non-disclosure agreements (NDA)
|Legal optimisation of to be sold object(s) or portfolio, possible revision of shareholding structure portfolio or object(s)
Legal and financial conditions, legal binding purchase documentation
Editing model sales agreement / purchase agreement (PA) + ancillary documents
Editing cover presentation letter / cover letter candidates
|Reporting on negotiations
Monitoring for legally negative value inducing factors / no material adverse changes (MAC)
Editing purchase agreement/ Share Purchase Agreement (SPA)
Editing + organisation sale supporting documents and attachments
Organisation internal/external authorisation process, merge clearance
|Evaluate deeds of transfer and guiding transfer / Transfer shares or asset liabilities
Check of cash flows
Any supplementary correspondence or agreements
Factual transfer register goods and supplemental documentation
Any establishment or nulling of limited corporate rights
Transfer warranties and agreements
|Prepare and load digital data room||Keep digital data room up to date||Fixation information digital data room at closing time|
Thorough legal and current commercial knowledge, extensive experience and competitive pricing make Weebers RE M&E-Services a full-fledged partner in the world of Real Estate Merge & Acquisitions.
Author: O.G. Tacoma MRE MRICS