On December 1, 2021, CEE Legal Matters reported that Greenberg Traurig had advised CA Immo on the sale of the Wspolna 47-49 office building in Warsaw to Yareal Polska. CEE In-House Matters spoke with Ingo Steinwender, Group Head of Legal at CA Immobilien, to learn more about the sale.
CEEIHM: To start, tell us a bit about CA Immo and its operations in Poland.
Steinwender: CA Immo is a specialist in office properties in Central European capitals. It is headquartered and stock listed in Vienna and has branch offices in six countries of Central Europe. Its core business involves leasing, managing, and developing high-quality office buildings. The company covers the entire value chain in the field of commercial real estate, based on a high degree of in-house construction expertise. Founded in 1987, CA Immo controls property assets of around EUR 5.9 billion (Q3 2021 figures) in Germany, Austria, and Eastern Europe.
Warsaw is one of the core markets for CA Immo, where it has been present since 2001. The investments in the Polish portfolio of the company include the Warsaw Spire (Buildings B and C), Postepu 14, Warsaw Towers, Sienna Center, Saski Crescent, Saski Point, and Bitwy Warszawskiej Business Center. The properties convince with their striking architecture as well as their prime location and well advanced surrounding infrastructure. They have a total area of around 165 000 square meters and a total value of around EUR 590 million, which accounts for around 10% of the total CA Immo group´s portfolio.
CEEIHM: What do you believe made the target – the Wspolna 47-49 office building – particularly attractive to the buyer?
Steinwender: The Wspolna office building was in my view attractive to the buyer Yareal because of its central location in Warsaw, its size, and its future development potential.
CEEIHM: What were some of the hurdles from a legal perspective to finalizing this deal?
Steinwender: There were no major hurdles. However, we have not agreed on any escrow mechanism to accelerate the transaction and avoid escrow agreement negotiations. Thus, very detailed co-ordination of works was required. We also had to acquire the authors´ rights to the architectural designs before closing which was, given the relatively high age of the building and architects from Poland and Hungary, actually quite challenging.
CEEIHM: As you are based in Vienna, do you have a local legal team in Poland or did you rely exclusively on your external counsel? How was the legal work split between your in-house team and your advisor?
Steinwender: We do not have a local legal in-house team in Warsaw. Our Polish branch manages legal issues from the ordinary course of business independently together with external lawyers, whereas extraordinary issues (like transactions or material court cases) are managed by the in-house team in Vienna in the lead together with the Polish branch. In sell or buy-side transactions the in-house team in Vienna is responsible for and manages the legal due diligence process, negotiates the transactional documents together with the responsible investment manager, procures W&I and title insurances, and has the final say on all legal and contractual issues. The external local lawyers support in negotiations, prepare signing and closing and draft the transactional documents under local law in line with the instructions of the in-house team in Vienna.
CEEIHM: And why did you pick Greenberg Traurig as your counsel for this deal?
Steinwender: Greenberg Traurig (Radomil Charzynski’s team) is our first choice for legal advice in relation to transactions in Poland. We have a very well-established and long-standing relationship with GT and common transactions are implemented in an “autopilot" mode. This means in particular that GT and we are a well-coordinated team, that we trust each other and understand us humanly, that GT is fully aware of our requirements and standards, and, last but not least, that GT does proactively perform its part of a transaction. We are very content with the work they perform and the way they perform it.
