We have market-leading expertise in the telecommunications sector and in sale and leaseback arrangements, particularly in relation to RAN portfolios.

Sale and leaseback structures involve a multidisciplinary approach and our experience includes assessment of assets, categorisation of the assets into relevant packages, analysis of title to assets, preparation of sale packages for distribution to the market, preparation of sale and leaseback documentation, including consideration of all relevant regulatory requirements and execution of documentation, including transfer documentation associated with assets.

We set out below indicative experience of our lawyers in relation to sale and leaseback transactions.

EXAMPLES OF OUR WORK

■ Advising a leading telecoms operator in Europe/Asia on the proposed sale & leaseback of its tower business comprising in excess of 12,000 sites, including the negotiation and drafting of bespoke transactional documents to effect the sale and leaseback. Our work included assistance in influencing the development of a favourable regulatory regime for infrastructure sharing.

■ Advising a major telecoms operator in Africa on the drafting and negotiating of a suite of transactional documents to effect a major telecoms sale and leaseback transaction (1400+ sites).

■ Advising another global operator on a series of tower sale and leaseback projects across different African countries.

■ Advising a large Middle Eastern operator on all aspect of the structuring and launch of the country's first ever tower project.

■ Advising BT in connection with its ground-breaking multibillion sale and leaseback programme with Telereal.

■ Acting on behalf of owners on site leasing/site sharing arrangements for Mercury, O2, Orange, Vodafone and Cable & Wireless including standard easement/way leave arrangements for dedicated "leased" lines.

■ Advisor to ABSA Bank Limited in the sale and leaseback of its entire desktop environment to Gijima AST.

■ Advising in the sale and leaseback by the BBC of the whole of its UK transmission business to an American company, involving over 900 properties from buildings to masts.

SALE AND LEASEBACK OF TELECOMS TOWERS

Our sale and leaseback experience

■ Advising in relation to the management of the Telstra disposal programme (Australia's largest telecommunications company), including the following:

a) drafting licence and sale and leaseback arrangements (including drafting protection mechanisms for high risk telecommunications operations servicing the New South Wales region);

b) drafting of telecommunication easement arrangements and easements in general;

c) drafting precedent telecommunications easement; and

d) drafting of subdivision contracts, significant exposure to contamination issues including drafting remediation contracts and remediation deeds for the "clean up" of contaminated lands.

■ Acting for British Gas plc (now National Grid) on the sale and leaseback of 7000 sites varying from sites containing gas governing equipment to very large sites containing holds or gas production plant and equipment. To extract value from its assets, British Gas sought to partner with a telecoms operator and entered into an agreement with Hutchinson. The mechanism allowed the telecoms operator to determine where to locate masts and on which properties. The transaction documentation provided a framework for the operator to take a long lease (199 years) of the part of the site on which the relevant mast and equipment were to be located.

■ Acting for Shell UK Ltd on the sale and leaseback of 180 petrol stations to a private property company. The petrol stations were leased back to Shell for 30 years.

■ Acting for Royal Bank of Scotland as lead Arranger on a facility for a £250 million sale and leaseback of bank premises.

■ Acting for a German bank in a syndicated loan transaction to refinance the acquisition of two shopping centres, both in connection with a sale and leaseback scheme, in Düsseldorf and Greifswald. Preparing and drafting of all necessary loan and security documentation.

■ Advising a Norwegian company on a sale and leaseback agreement for its head office and production plant in Asker, outside of Oslo.

■ Advising on sale and leaseback of production facility at Bělá, Czech Republic.

■ Advising on the sale and leaseback of an office building in Milan.

■ Advising on the purchase and leaseback of a portfolio composed of various retail assets located in Italy.

■ Advising Macerich (NYSE-MAC) in closing a 43-property sale and leaseback transaction with the real estate operating company affiliated with Mervyns. The portfolio consisted of space leases and ground leases, with the firm handling the subsequent leasing and subleasing of stores back to the retailer. The firm also negotiated redevelopment rights for sites located in Macerich centres and the positioning to sell acquired assets to mall owners for non-Macerich centres.

■ Advising a leader in the senior housing and health care field in the USD $162 million sale of seven senior care facilities providing Alzheimer’s care, nursing, independent living, and assisted living. In addition to the purchase and sale transaction, the sale included agreements to memorialise sale/leaseback arrangements pending receipt of health care licenses; ongoing co-development rights between the buyer and an affiliate of the client; ongoing management of the acquired assets by the client; non-competition agreements from the principal limited partners of the seller partnerships; and sophisticated 1031 exchange documentation.

■ Advising a North American real estate opportunity fund in acquiring a 53-site real estate portfolio. The transaction closed within a period of eight weeks, which included, among other features, due diligence for the 53 real estate sites and negotiating the purchase-and-sale agreement, 40 sale and leaseback transactions and a loan facility.

■ Advising the real estate division of a leading financial services provider to institutional investors in the unconsummated sale and leaseback of an eight story office building with an associated four-story parking garage in Massachusetts.

■ Advising Marks and Spencer on proposals for the redevelopment of a major BBC transmission site, including relocation of the mast and transmission facilities.

■ Acting on behalf of International Global Finance House on the sale and leaseback of 12 properties forming part of a International hotel chain, including the Grosvenor House hotel and the Waldorf hotel, London with a transaction value of US$2 billion.

■ Acting for Royal Bank of Scotland as lead Arranger on a facility for a £250 million sale and leaseback of bank premises.

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■ Acting for a German bank in a syndicated loan transaction to refinance the acquisition of two shopping centres, both in connection with a sale and leaseback scheme, in Düsseldorf and Greifswald. Preparing and drafting of all necessary loan and security documentation.

■ Acting for Britannia Building Society as lead Arranger on a £125m facility for a sale and leaseback of bank premises.

■ Acting for BBVA FII on the € 87 million sale & leaseback acquisition of an office building located in Paseo de la Castellana (Madrid).

■ Advising on the refinancing of a new hotel development in Dresden in connection with a sale and leaseback scheme. Preparing and drafting of all necessary loan and security documentation.

FACTORS AFFECTING SALE & LEASEBACK

On the basis of our extensive global expertise and experience working with clients in the telecoms space and on sale and leaseback transactions, we have identified in the diagram below, a number of external factors that are likely to effect the structuring of the Project.

EVERYTHING MATTERS | 03

Factors impacting sale & leaseback structures

Sale and leaseback structure

Tax planning

Real estate laws

Regulatory landscape

Due diligence findings

Investor sentiment and

elasticity

Technology riskForeign

investment profile

Accounting treatment

Group considerations

Financing of asset purchase

Build to suit agreement

Role of SubCo

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04 | Benchmarking