Real Estate

Representative Matters

• Advising sale/purchase and leasing of real estate.
• Drafting, vetting and negotiating transaction documents including development agreements, agreements to sell, sale deeds, lease deeds, trust deeds, settlement deeds, and leave and license agreements.
• Advising on stamp duty and registration of documents.
• Formulating transaction and investment structures in light of foreign investment norms.
• Conducting comprehensive property ‘Due Diligence’ to highlight key issues material to the transaction/investment and advising on the remedial/ rehabilitative measures. The Due Diligence exercise includes the following:
• Title Verification: Review of the title documents and physical verification of the land/revenue records at the revenue authority for an appropriate period to ascertain the flow of title and vesting of ownership in the present owners;
• Contiguity: Review of the applicable revenue/ survey map in order to ascertain the contiguity of land parcels;
• Encumbrance Check: Verification at the office of the jurisdictional Registrar / Sub-Registrar of Assurances to verify registration of the title deeds and search for a period of 12 years in order to ascertain the creation of any registered encumbrance and / or mortgage on the lands;
• Ascertainment of restrictions, if any, with regard to the ownership, occupancy rights, transferability of land holdings etc., as per the applicable local laws;
• Land Use: Ascertain the prescribed user of the lands/properties by review of applicable Master Plan/Draft Master Plan/Lay Out Plan as may be applicable;
• Construction Development: Ascertainment of the construction norms and various permissions etc. required to be obtained from the competent Governmental Authorities for construction of the proposed/existing structure/project on the lands and applicable bye-laws/local laws viz. permission for change of land use, permissible FAR, sanction building plans, commencement certificate etc., as may be required;
• Archaeological survey of India from the perspectives of restrictions governing/protecting preserved monuments.
• Land Ceiling: Evaluation of the applicable land ceiling limits in relation to agricultural/ urban lands to ascertain that subject lands are within the prescribed limits;
• Such further enquiries/verification as may emerge during the course of the Due Diligence Exercise including review of any litigation/court proceedings as may emerge from the verifications/review of documents;
• Rendering legal services in respect of various real estate focused legislations including the Real Estate (Regulation and Development) Act, 2016.

Acquisition, Joint Venture, Funding

• Advised State Bank of India (SBI) and other lenders in the one-time restructuring of the outstanding loans of around INR 20,000 Crore of Shapoorji Pallonji and Company Private Limited. The transaction is one of the first and the largest one-time restructuring transactions to have taken place under the COVID19 resolution framework approved by the RBI.
• Advised Kotak Realty Fund in relation to the subscription of NCDs of INR 200 Crore in the project SPV of BPTP group, towards the acquisition of lands, payment of statutory and construction development of 7 plotted housing projects of BPTP group on land measuring 70 acres at Faridabad under the Deen Dayal Jan Awas Yojana (DDJAY) floated by the DTCP, Haryana.
• Advised India Infradebt Limited in connection with financial assistance aggregating to INR 1500 Million sanctioned to InterGlobe Hotels Private Limited for financing the capital expenditure incurred for ‘Ibis hotel’ situated at Aerocity, New Delhi and transaction related expenses.
• Advised DE Shaw & Co on its investment of USD 250 Million in a group company of a listed real estate company.
• Advised SBI Cap Ventures Ltd – SWAMI Investment Fund:
• On the issuance of unlisted non-convertible secured debentures aggregating up to INR 1,650 Million by DSS Buildtech Private Limited for part financing the cost of construction of a GH project;
• On the issuance of unlisted non-convertible secured debentures aggregating up to INR 710 Million by Mahima Real Estate Private Limited for part financing the cost of construction of a GH Project;
• On subscription of senior secured unlisted non-convertible debentures aggregating up to INR 2,380 Million issued/ to be issued by Ramprastha Promoters and Developers Private Limited for part financing the cost of construction of GH Projects.
• Advised Investcorp Score Fund on restructuring of unlisted non-convertible secured debentures aggregating up to INR 900 Million by SCC Builders Private Limited and Shrine Buildtech Private Limited for part financing the cost of construction of a GH Project.
• Advised Blackstone Real Estate Partners on a real estate transaction worth over USD 250 Million involving comprehensive land due diligence of the properties at Gurgaon, Pune, Jalandhar, Ludhiana, Mohali, Hadapsar, Noida and Ghaziabad encompassing issues like title, permissive usage as per the zoning regulations, encumbrances, compliance of local laws and enactments towards the proposed development at the properties.
• In relation to a JV with Singapore’s sovereign wealth fund GIC to develop two projects in central Delhi. The team also advised on various financing agreements and assisted with obtaining approval from the Competition Commission of India;
• In relation to a JV with Hilton International for owning, developing, managing and operating hotels under various “Hilton” brands in India.
• Advised Godrej Properties Limited in a transaction pertaining to development of a large value real estate residential project in Gurgaon with BPTP Limited. This transaction was complex and challenging from a legal and implementation perspective. The peculiar commercial understanding of roles, responsibilities, branding and development between the parties was posing various challenges, which were countered by successfully implementing customised transaction structures with part lands to be developed under unincorporated joint venture structures, while the remaining part to be developed under incorporated structures.
• Advised the Government of the United States of America in relation to the sale of “Washington House” situated at a prime location in Mumbai, Maharashtra for USD 62 Million to Lodha Developers.
• Advised Lehman Brothers Real Estate Partners on a large private equity transaction pertaining to investment in an affiliate of Unitech Limited engaged in a real estate project in Mumbai. Work involved conducting an exhaustive due diligence on the slum lands with respect to vesting of title, encumbrances, permissive land use, construction development, permissions/ approvals to be obtained from the concerned authority etc., structuring the transaction and drafting of relevant documents. The total deal value of this transaction was approximately USD 200 Million.
• Advised NIIF Infrastructure Finance Limited in connection with financial assistance aggregating to INR 4,050 Million to TVS Industrial & Logistics Parks Private Limited.
• Advised Oman Investment Fund on its investment, in a real estate township project measuring 235 acres at Mangalore.
• Acquisition for Large Projects (Renewable Energy / Warehousing / Logistic Parks)
• Advised Adani Wind Energy in the acquisition of 500 acres of agricultural lands (government and private lands) in District Kutch, Gujarat for the SECI 100 wind power project.
• Advised Fortum Solar India on the acquisition of 1400 acres in Rajasthan for setting up of solar projects and conducting comprehensive title verification.
• Advised Power Finance Corporation Limited on conducting title diligence in connection with the financial assistance to Karnataka Resco Rooftop Solar, for part financing the estimated cost of setting up and implementing 10×10 MW (cumulative 100 MW /135 MWp) solar PV power projects at multiple locations in Maharashtra.
• Advised Aditya Birla Renewables on the acquisition of 500 acres in Gujarat for setting up solar projects and conducted comprehensive title verification and transaction documentation. The deal was unique as lands are situated in multiple villages and there were issues of contiguity which needed to be addressed for the efficiency of the solar power project.
• Advised Azure Power in relation to the acquisition of over 5000 acres of land for the establishment of a solar power plant in Northern India.

Others

• Advised Hines in relation to commercial leasing of its ‘One Horizon Center’ at Golf Course Road, Gurgaon (approximately 800,000 square feet of office and retail space) and handled entire structuring and documentation of leases (lease deeds, maintenance agreement, service contracts, license agreements etc) and extensive discussions / negotiations with multiple tenants including Coca Cola India, Oracle, Apple Inc, Symantec, Tata SIA, Zomato, ANZ, American Express, British Council, SITA, Russell Reynolds, and Hyatt Consulting. Aggregate Deal Value was INR 300 Crore.
• Advised Ascendas India Trust on its listing on the Singapore Stock Exchange. The offering was of approximately USD 350 Million.

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