Why the Corporate Wrapper Structure?
At RFB, we find it increasingly common for our real estate clients to carry out a transaction where the asset is property but the transaction is a corporate one.
We understand the unique requirements and complexities required, and in particular for mergers and acquisitions, the significant tax advantages in choosing to acquire or dispose of the interests in a corporate vehicle rather than acquiring the property itself.
Similarly, where two or more parties come together for a common purpose, such as the residential or commercial development of a site, a corporate joint venture will often be formed. Each party will be bringing something different knowledge and skills sets, be it asset management skills, building and construction skills, knowledge and responsibility of regulatory licences linked to the property, and/or pricing and accounting skills. We will seek to ensure that issues such as control, return and transfers fit your strategic interests and enable the JV and its property-related purpose to best function and be delivered.
Keeping business interests separate, for example, SPVs can create more flexibility should you decide to want to sell off different assets as it affords you the opportunity to consider options to sell an asset or the SPV should you wish to realise an investment.
Corporate Real Estate Expertise and Services
Our Corporate and Commercial team regularly deal with asset and share purchase transactions involving real estate, so we understand the commercial aspects of ensuring the asset is acquired at the best possible rate and with each client’s key objectives in mind.
Our team handle:
- Acquisitions and Disposals – handling SPVs where the sole asset is property, and trading businesses in the real estate sector such as care homes, hotels and student accommodation.
- Joint Ventures (JVs) that are set up to hold, acquire or develop real estate.
- Structuring of Investments and Borrowing: managing majority and minority investments in corporate vehicles with real estate assets, and advising or creating loan agreements to and from SPVs
- Reorganisations and Restructuring before or following the acquisition: Facilitating share transfers, asset management agreements and surrenders and grants of underleases for property groups within the SPV acquired or disposed
Our approach is to work seamlessly with our market-leading property lawyers to deliver a cohesive service. Our significant real estate practice with related services on employment and litigation, ensure comprehensive support.
