R E A L E S T A T E I N F R A N C E

WATSON FARLEY & WILLIAMS: KEY FACTS

140+ PARTNERS

FOUNDED 1982

14 OFFICES

500+ LAWYERS

11 COUNTRIES

OVER 20 LANGUAGES SPOKEN

REAL ESTATE IN FRANCE 1

Our real estate clients The Paris office of Watson Farley & Williams regularly advises companies that carry out real estate transactions, including:

● issuers of closed-end funds ● real estate corporations ● project developers and construction

companies ● investors such as banks, private equity

funds, insurance companies and family offices

● both Landlords and Tenants in commercial real estate

● hotel owners and managers ● investors and purchasers of large

residential portfolios.

Multi-disciplinary consulting approach Our real estate team is comprised of experienced real estate, corporate and finance lawyers and tax consultants who understand and arrange all aspects of a real estate transaction, from share deals to asset deals and project development.

Our services include: Real estate and corporate law Our experienced corporate lawyers advise clients operating in the real estate sector on corporate conception (and in the initial stage), such as the establishment of special purpose vehicles, structuring, funds, joint ventures and share deals.

Financing We advise investors and lenders in relation to private equity and public issues in the sector as well as bank funding, capital allowances and other tax considerations. In addition to the initial funding, we regularly advise our clients on their future requirements, whether these relate to refinancing, restructuring or other funding arrangements.

OUR REAL ESTATE PRACTICE

Our team is multi-disciplinary and draws on experience from our lawyers specialising in real estate transactions (asset and share deals), property planning, corporate, tax, commercial, construction, dispute resolution, information technology and finance. We provide efficient tailor-made solutions for all types of French and international real estate transactions.

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Real estate and tax In addition to the tax structuring of real estate investments, our advisors take into account the potential tax consequences of each real estate transaction, such as whether our clients will be subject to taxation in France or abroad. In order to help our clients achieve the most tax-efficient solutions, we work with them from the very beginning to plan and structure their real estate investment or development appropriately.

Real estate and construction Our advice covers the entire project life-cycle − from due diligence and the purchase of sites (including planning permission and environmental issues) to the construction and renovation of properties; the property aspects of sale and leaseback or management-back arrangements, making arrangements for off-plan sales of developments and dealing with disputes relating to issues such as occupiers’ repairing obligations and compliance with regulatory requirements.

Real estate and leases We are very familiar with commercial leases, building leases as well as residential leases, both long-term and short-term. Regarding commercial leases, we assist our clients on all types of real estate including shopping centres, hospitals, hotels, warehouses, offices, sites used by the automobile industry etc. We are experienced in negotiating and drafting commercial leases as well as treating any related issues such as indexation clauses, renewals, eviction compensation, environmental requirements, court-ordered surveys, drafting agreements relating to mutually agreed terminations and to the vacating of premises.

Real estate development Our advice includes all aspects of project development, such as area securing, the purchase of land, loan agreements, mortgages, public planning and construction law and the construction phase. Later in a project’s life-cycle, we provide advice on the drafting, negotiation and execution of sale and purchase agreements and related claims management.

Our industry experience enables us to efficiently and professionally advise our clients in any phase of a real estate development project.

REAL ESTATE IN FRANCE 3

Real estate services for energy clients Watson Farley & Williams has a market-leading energy practice in France and abroad. Our team of renewable energy specialists works across the industry, from on and offshore wind and photovoltaic projects to biomass, waste-to-energy and hydroelectric projects.

We advise on matters across the entire life-cycle of a renewables project and our real estate lawyers deliver exceptional services to renewable energy transactions – from development consents and land rights issues, to drafting and negotiating contracts, assessing the conformity of the plots, advising on all issues relating to the leases and easement agreements and, when necessary, challenging unreasonable parties when disputes arise, including through court proceedings.

Real estate and litigation Our high partner involvement in each project and our solid experience in litigation enables us to provide high quality support and professional guidance as and when disputes arise.

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ONEFINESTAY Advising Onefinestay on the establishment in Paris of a platform for booking luxury apartments between individuals, following its success in London and New York.

FAMILY BUSINESS Advising a family owned business on the sale of some of its portfolio of properties.

HOTELS Advising UK and overseas investors on the acquisition of hotels in Paris and Nice.

ENTREPRENEURS Advising entrepreneurs on their corporate and personal tax matters (e.g. business transfers and the opening up of capital) in relation to investments in buildings located in Paris.

FOREIGN INVESTORS Advising on tax efficient ways for US, Brazilian and UK domiciliaries to purchase real estate in France both for investment purposes and for personal use.

VINEYARDS Assisting a French family owning vineyards near Bordeaux on tax and legal issues.

HEALTHCITY / FITNESS FIRST Advising the lenders on the financing of the acquisition by HealthCity of all 45 fitness centres in France, Spain and Italy belonging to the Fitness First Group. This involved advice on French, Spanish and Italian law, financing, corporate and tax issues.

CLUB MED GYMS Advising on the sale of 11 fitness clubs located in major French cities to different buyers. Our assistance involved the organisation of an open bid process, negotiations with bidders and drafting the necessary legal documentation.

BOUTIQUE HOTEL IN BRAZIL Advising a French family office in relation to the acquisition of a stake in a small boutique hotel in Rio and in the financing of its refurbishment in time for the 2014 for the football world cup.

GROUPE MONTPARNASSE 57 Advising on the purchase and on all legal and financial aspects in relation to the acquisition of a leisure park in the South of France.

MARRIOTT HOTELS EUROPE Advising the seller on the sale of the Radisson Hotel in Paris, including negotiations with the purchaser.

HAVEN LEISURE Assisting the purchaser in the €12m acquisition of four camp sites (both business and property) over a period of 18 months.

PRIVATE INVESTOR Advising on the acquisition of two four star hotels valued at €60m and €15m, including negotiating the agreement and co-ordinating with the investor and the banks.

SELECTED REAL ESTATE EXPERIENCE

REAL ESTATE IN FRANCE 5

RELAIS & CHÂTEAUX HOTEL Advising a US family office in relation to the sale of buildings to Relais & Châteaux luxury hotel located in the South of France.

AMERICAN PRIVATE INVESTMENT COMPANIES Advising American family offices on all the tax aspects and implications involved in the purchase of apartments in Paris and residential properties in several towns in the South of France valued at between €2m and €10m.

LEBANESE PRIVATE INVESTOR Advising a bidder in a call for tender regarding the Noga Hilton Hotel in Nice and preparing all relevant documentation.

PROPERTY DEVELOPER/INVESTOR Advising on all tax and legal aspects of the purchase of four residential and commercial buildings in Paris (with values ranging from €4m to €20m) and setting up the structure for the acquisition and renovation of the buildings.

PROPERTY DEVELOPER / INVESTOR Advising a property developer/investor on the acquisition of real estate companies and developments in France, Luxembourg and Brazil.

HOTEL Advising citizenM (a Dutch hotel group) on the negotiation of a design and building contract with a consortium led by Bouygues for the construction of a hotel near Charles de Gaulle Airport, the first citizenM hotel in France.

TERMINAL INVESTMENT LIMITED Advising Terminal Investment Limited (TIL), a port operator, on the sale of part of its participation in a port project in Togo (Lomé) under a PPP regime and in the structuring of its joint venture with a Chinese operator. We then advised TIL and LCT operator on the setting-up of a project financed PPP (concession) port terminal in Lomé, and in the drafting and negotiation of the dredging contract necessary for the operation of the port.

HOMUNITY Advised Homunity, a start-up which had developed a property crowdfunding platform, on its first round of fund raising to which investment funds Petit Poucet Participation 3 and Clarisse SA (Aquarelle.com) subscribed.

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LA BANQUE POSTALE Advising the bank on the financing of construction and renovation work on the Jules Ferry Middle School in Aurillac under an administrative emphyteutic or long term lease combined with an agreement to make funds available.

CRÉDIT FONCIER DE FRANCE Advising the bank on the financing of a construction and maintenance project in connection with an energy performance contract for buildings in Paris’ International Cité Universitaire (International University Campus).

THERMAL POWER PLANT Advising two utilities in the sale of two thermal power plants to a US investment fund.

EFG HERMES Advising the private equity arm of EFG Hermes on all the legal and tax aspects of the acquisition of a 49% stake in EDPR France holding a portfolio of 33 operational wind farms with a combined capacity of 334 MW for €165m.

CRÉDIT AGRICOLE ASSURANCES Advising Crédit Agricole Assurances on its acquisition of 50% of the share capital of GDF Suez Futures Energies Investissement Holding – owning 39 onshore wind farms with a capacity of 440 MW – through its subsidiary, Predica.

PARC DES EXPOSITIONS OF BORDEAUX Advising HSH Nordbank in respect of the legal, tax and regulatory due diligence of a 12 MW shelter solar plant on the Parc des Expositions of Bordeaux, developed by EDF EN France, and for the financing for an amount of EUR 48.5 m.

SHELTER SOLAR PARKS Advising the British investment fund BNP Paribas Clean Energy in respect of the acquisition of five shelter solar parks in France (55 MW), including the review of a due diligence report, the drafting and negotiation of the SPA and related tax issues.

ENERGY SERVICES Advising an energy services company with a public service concession for a district heating scheme and geothermal doublet system, including drafting contracts and innovative structuring of a tripartite permit to use publicly owned land.

AUSTRALIAN INVESTMENT FUND Advising an Australian investment fund on the acquisition of a portfolio of 34 cogeneration plants in France and with a total capacity of 310 MW.

REAL ESTATE IN FRANCE 7

HSH NORDBANK Advising the German bank HSH Nordbank on the €366m financing of the construction, development and operation of 28 solar power plants in France with a total output capability of 280.8 MW through 2014.

KGAL SRN PROJECT Advising the German investment management company KGAL on the expansion of their wind farm portfolio, through the acquisition of the two Seine Rive Gauche Nord wind farm projects in Northern France, from H2air and Nordex. This is the third largest wind farm project (75 MW) in France to date.

BENIN SOLAR PROJECT Advising a Moroccan project developer and its French partner on the construction of the first solar project in Benin. This project was financed by the AFD (Agence Française de Développement).

LITIGATION PROCEEDINGS Advising a real estate public company in relation to several litigation proceedings regarding town planning permits for real estate projects in Paris.

URBAN DEVELOPMENT ZONE Advising several local authorities on the creation of Urban Development Zones (Zones dʹAménagement Concerté or ZACs) and the completion of the project (awarding and carrying out of the development agreement).

LOCAL AUTHORITIES Defending various local authorities and private operators in respect of litigation regarding building permits, ICPE permits (for facilities requiring an environmental impact assessment), commercial operating permits, etc.

DISPUTE RESOLUTION Advising Conergy on the drafting of French law compliant maintenance and sales agreements and advice in a dispute regarding solar energy equipment to be installed on the facade of different public buildings in Southern France.

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“THE LAWYERS HAVE THE INTERNATIONAL PROFILE AND SENIORITY TO CARRY OUT THE NECESSARY DETAILS.” CHAMBERS EUROPE 2015

“IMPRESSIVE ABILITY TO TAP INTO THE RESOURCES OF THE FIRM'S GLOBAL OFFICES, PROVIDING AN EFFICIENT SERVICE ON LARGE GLOBAL-WIDE MANDATES.” CHAMBERS EUROPE 2015

"REALLY GOOD PERFORMANCE; IT IS AN EXTREMELY HARD WORKING TEAM." CHAMBERS EUROPE 2015

“PROVIDES ‘HIGH-QUALITY ADVICE’…” LEGAL 500 EMEA 2015

“…‘FINDS CREATIVE AND EFFICIENT SOLUTIONS’…” LEGAL 500 EMEA 2015

“…STANDS OUT FOR ITS ‘KNOWLEDGE OF MARKET PRACTICES’…” LEGAL 500 EMEA 2015

“…IS ‘ATTENTIVE TO CLIENTS’ NEEDS AND ALWAYS AVAILABLE’.” LEGAL 500 EMEA 2015

“…"THE LAWYERS ARE VERY CLEAR AND PRECISE IN THEIR EXPLANATIONS.’” CHAMBERS EUROPE 2014

“…PROVIDES ‘A RELIABLE AND GOOD LEVEL OF SERVICE’ IN INFRASTRUCTURE PROJECTS.” LEGAL 500 EMEA 2014

“…’TRULY TOP NOTCH’ AND ‘REMARKABLY EFFICIENT’ PRACTICE…” LEGAL 500 EMEA 2014

“…’HIGHLY CAPABLE’ … PRACTICE GIVES ‘HIGH-VALUE’ ADVICE…” LEGAL 500 EMEA 2015

WFW PARIS: REPUTATION

REAL ESTATE IN FRANCE 9

Athens

6th Floor, Building B 348 Syngrou Avenue Kallithea 176-74, Athens

T: +30 210 455 7300

Bangkok

Unit 902, 9th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330

T: +66 2665 7800

Dubai

Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai

T: +971 4 278 2300

Frankfurt

Ulmenstraße 37-39 60325 Frankfurt am Main

T: +49 69 297 291 0

Hamburg

Neuer Wall 88 20354 Hamburg

T: +49 40 800 084 0

Hong Kong

Units 1703-1707, One Pacific Place 88 Queensway, Hong Kong

T: +852 2168 6700

London

15 Appold Street London EC2A 2HB

T: +44 20 7814 8000

Madrid

C/ María de Molina, 4 28006 Madrid

T: +34 91 515 6300

Milan

Piazza del Carmine 4 20121 Milan

T: +39 02 721 7071

Munich

Gewürzmühlstraße 11 ‒Courtyard 80538 Munich

T: +49 89 237 086 0

New York

250 West 55th Street New York, New York 10019

T: +1 212 922 2200

Paris

28 avenue Victor Hugo 75116 Paris

T: +33 1 56 88 21 21

Rome

Piazza Navona 49 00186 Rome

T: +39 06 684 0581

Singapore

6 Battery Road #28-00 Singapore 049909

T: +65 6532 5335

OUR OFFICES

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Publication code number: 56180730v1© Watson Farley & Williams 2017

All references to ‘Watson Farley & Williams’, ‘WFW’ and ‘the firm’ in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a ‘partner’ means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document

represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams.

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