We are market-recognised experts in the specific area of residential real estate construction financing and pre-sales. Threading through labyrinth of legislative restrictions our lawyers gained significant experience in elaborating and implementing various residential real estate construction financing and pre-sales schemes and structures.
We also recognise that our major task to establish cooperation agreements with banks, asset management companies and other financial institutions for the purpose of their involvement in the above mentioned mechanisms to provide finance both for the developer and its clients in purchasing the apartments and other premises
Bringing together our market knowledge and understanding of regulatory framework, we commit to provide our clients with a comprehensive legal advice on full range of residential construction and pre-sales related matters as follows.
1. Interest-Free (Special Purpose) Bonds:
We also recognise that our major task to establish cooperation agreements with banks, asset management companies and other financial institutions for the purpose of their involvement in the above mentioned mechanisms to provide finance both for the developer and its clients in purchasing the apartments and other premises
Bringing together our market knowledge and understanding of regulatory framework, we commit to provide our clients with a comprehensive legal advice on full range of residential construction and pre-sales related matters as follows.
1. Interest-Free (Special Purpose) Bonds:
- Structuring the bonds emission and sale scheme with regard to tax impact and required cash flow;
- Drafting emission prospectus and other necessary documents;
- Full support of registration procedures with the State Commission for Securities and Stock Market of Ukraine;
- Drafting and negotiating underwriting, subscription and other agreements;
- Drafting and negotiating cooperation, loan and security agreements with banks and financial institutions on finance of the bonds issuer and its clients;
- Proficient counselling on bonds initial and secondary placement;
- Drafting template bonds' sale agreements, reservation agreements for particular premises for various schemes of bonds' sales;
- Redemption of special purpose bonds and transfer of title to premises, assistance is title perfection and registration;
- Structuring refinance transactions with involvement of corporate bonds and other advice.
2. Construction Financing Funds:
- Overall legal advice on registration and licensing financial companies for managing the CFF, drafting necessary documentation and filing with State Commission for Regulation of Financial Services Markets of Ukraine;
- Structuring the CFF framework and negotiating terms of cooperation with CFF manager;
- Drafting and negotiating building agreement with the manager, rules of the CFF, set of security agreements, insurance, property rights assignment, template participation agreement and other necessary agreements and other documents related to functioning of the CFF scheme;
- Negotiating the conditions of financing the participants to the CFF and respective loan and security agreements with the CFF manager and other banks and financial institutions, drafting and negotiating cooperation agreements with the latter;
- Full legal support throughout the CFF functioning period;
- Transfer of the apartments, perfection and registration of titles for the CFF participants;
- Structuring alternative finance schemes with the CFF participatory rights and other advice.
3. Real Estate Operations Funds
- Overall legal advice on registration and licensing financial companies for managing the REOF, drafting necessary documentation and filing with the State Commission for Regulation of Financial Services Markets of Ukraine;
- Overall legal advice on issuance of the REOF certificates, drafting issuance prospectus and other necessary documentation and registration with the State Commission for Securities and Stock Market of Ukraine;
- Structuring the REOF framework and negotiating terms of cooperation with the REOF manager;
- Proficient counselling on the REOF certificates placement, drafting template agreements;
- Drafting and negotiating building agreement with the manager, rules of the REOF, investment declaration, set of security agreements, insurance, property rights assignment and other necessary agreements and other documents related to functioning of the REOF scheme;
- Full legal support throughout the REOF functioning period, counselling the real estate operations of the REOF, drafting and negotiating respective agreements;
- Repayment of dividends and other profit to the REOF participants, closing of the REOF;
- Structuring property management and operation schemes of the REOF and other advice.
4. Venture Funds and other Joint Investment Institutions
- Overall legal advice on registration and licensing asset management companies, drafting necessary documentation and filing with the State Commission for Securities and Stock Market of Ukraine;
- Overall legal advice on establishment of corporate investment funds and share investment funds of various types, including VF, issuance of shares or investment certificates, drafting issuance prospectus, by-laws of the fund and other necessary documentation and registration with the State Commission for Securities and Stock Market of Ukraine;
- Structuring the JII framework and negotiating terms of cooperation with the AMC, drafting and negotiating management agreement;
- Advice on tax efficiency use of the VF and other JII;
- Full legal support throughout the JII functioning period, counselling the real estate investment operations, residential construction financing and pre-sales schemes, drafting and negotiating respective agreements;
- Repayment of dividends and other profit to the JII securities holders, closing of the JII;
- Structuring refinance, cash flow distribution, inter-holding loan, property and securities resales and other operations of the VF and other JII and other advice.
5. Alternative Financial Structures for Residential Construction
Responding to the growing market demand for more efficient schemes of financing residential construction and conducting pre-sales we systematically provide tailored services on elaborating new structures, their negotiation with financial institutions and state authorities, development of contractual base and other implementation thereof.
Combining our considerable experience in tax, securities, financial and real estate law we offer our clients in-depth analysis and application of various alternative schemes with involvement of securities, financial funds and specific agreements. Most widely utilized are:
Responding to the growing market demand for more efficient schemes of financing residential construction and conducting pre-sales we systematically provide tailored services on elaborating new structures, their negotiation with financial institutions and state authorities, development of contractual base and other implementation thereof.
Combining our considerable experience in tax, securities, financial and real estate law we offer our clients in-depth analysis and application of various alternative schemes with involvement of securities, financial funds and specific agreements. Most widely utilized are:
- Interest-free discount bonds and other corporate bonds;
- Options;
- Mortgage deeds and other securities;
- Participation interests in registered capital of project LLC (REPO finance);
- Credit and deposit scheme;
- Combined use of VF + bonds, VF + options + bonds, VF + CFF etc.
We also provide legal advice on specific contractual schemes, like joint venture and reservation agreements, as well as risk evaluation and mitigation for other types of contracts, which allow booking and prepaying the apartments.
The range of our services covers without limitation:
The range of our services covers without limitation:
- Precise investigation of the project and client's business possibilities to apply particular scheme;
- Tax-efficiency verification and feasibility study of the projected structure;
- Advice on choosing the instrument or tailoring specific structure for particular project, its negotiation with the parties involved and drafting documentary base;
- Establishing and on-going support of pre-sales and financing.
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