REITs / Capital Markets

The lawyers in Chandler Mori Hamada’s REITs / Capital Markets practice group have the experience and proven capabilities to advise clients on a broad range of transactions in this highly specialized area of the law. Our team advises on: establishment and capital increases for Real Estate Investment Trusts (“REITs”), property funds for public offering (“PFPO”s), securities, including Initial Public Offerings (“IPO”s), mergers and acquisitions, a broad range of capital markets projects, and financing related to these transactions. The group’s REIT and PFPO expertise focuses on Thailand, for both domestic and international offerings, with industry sectors including: shopping malls, factories and warehouses, office and residential buildings, and hotels.

Capital markets work includes the issuance and offering of equity and debt securities (shares, debentures, quasi‐equity), acquisition of securities for business takeovers, and advising on compliance issues in connection with securities law matters, while mergers and acquisitions work focuses on advising local, international, public and private entities on domestic and complex cross‐border projects.

Among the 32 REITs IPOs and Public Offerings (POs) transactions listed on Thailand’s Securities and Exchange Commission (SEC) between 2014 and January 2019, 11 were structured by the lawyers now in the Chandler Mori Hamada REIT/Capital Markets group.

The REIT/Capital markets group at Chandler Mori Hamada is unique in the breadth and depth of experience its lawyers bring to clients, whether for leading the way on PFPO to REIT conversions, structuring benchmark REITs for SET listings, bringing together a broad range of capital markets transactions, or advising on complex, cross-border mergers and acquisitions, and financings related to the full range of transactions.

Some Representative Transactions:

・Prospect Logistics and Industrial Leasehold Real Estate Investment Trust on its first capital increase. The funds from the capital increase will be used to invest in additional assets consisting of two industrial projects. This is the first REIT units issuance in 2023.
・Bangkok Airways Public Company Limited (Bangkok Airways) on the establishment of BA Airport Leasehold Real Estate Investment Trust (“BAREIT”) to invest in the Bangkok Airways Samui Airport-based asset. This is Bangkok Airways’ first Real Estate Investment Trust (REIT) in Thailand to invest in an airport asset. We also advised on financing aspects of the transaction.
・INETREIT and INET on the amendment of INETREIT’s structure resulting from the acquisition of the land by Mandala.
・PROSPECT and the REIT Manager to invest in additional assets (13 warehouses in two industrial projects) by way of capital increase of PROSPECT.
・WHAIR and the REIT Manager to invest in additional assets (four industrial projects) by way of capital increase of WHAIR.
・KTBSTMR (KTBST Mixed Freehold And Leasehold Real Estate Investment Trust) in acquiring additional investment assets consisting of the freehold right of a data center project from ITEL.
・Internet Thailand Public Company Limited in setting up the INET Leasehold Real Estate Investment Trust (INETREIT) and the REIT Manager to manage the REIT in Thailand. INETREIT will invest in leasehold rights of approximately 25 years over land and a data center located in Saraburi, Thailand. The first REIT to invest in a data center asset in Thailand.
・GSB (Grande Royal Orchid Hospitality Real Estate Investment Trust With Buy-back Condition) as the lender for GROREIT (the first REIT with a buy-back condition) to invest in the Royal Orchid Sheraton Hotel and Tower.
・CPNREIT (CPN Retail Growth Leasehold Real Estate Investment Trust) and Krung Thai Bank Public Company Limited (KTB) as the lenders to raise funds for CPNREIT to repay the bond issued by CPNREIT.
・FTREIT (Frasers Property Thailand Industrial Freehold & Leasehold REIT) in acquiring additional investment assets consisting of the freehold right of immovable and movable property from Frasers Group.
・Prospect Development Company Limited in setting up a Real Estate Investment Trust (REIT), namely “PROSPECT”, and a REIT Manager to manage the REIT in Thailand. After its establishment, PROSPECT will invest in leasehold rights of approximately 19 years over land and factories and warehouses located in an Industrial Zone (Free Trade Zone and General Zone), namely the Bangkok Free Trade Zone, located in Samutprakarn, Thailand developed by Prospect Development Company Limited and Finansa Plc. The first and only REIT IPO of this year in Thailand.
・Hemaraj Leasehold Real Estate Investment Trust (HREIT) on a second capital increase and debt financing in relation to HREIT’s acquisition of additional assets (land and buildings) consisting of 15 factories and warehouses located in industrial estates and logistics parks.
・Bhiraj Office Leasehold Real Estate Investment Trust (BOFFICE) to increase the capital of BOFFICE for additional asset investment. This was achieved through a long-term lease of areas of BHIRAJ TOWER at BITEC from Pharindhorn Co., Ltd., which is a company within the Bhiraj Buri Group.
・GLAND Office Leasehold Real Estate Investment Trust (GLANDRT) on the divestment of all its assets to the CPN Retail Growth Leasehold Real Estate Investment Trust (CPNREIT). CPN is one of Thailand's largest retail property development and investment companies. It is a business unit under its parent, the Central Group.
・Krung Thai Bank Public Company Limited (KTB) and Bank of Ayudhya Public Company Limited (BAY) as the lenders to CPN Retail Growth Leasehold Real Estate Investment Trust (CPNREIT) to raise funds for CPNREIT to invest in new assets. The assets were purchased from Central Pattana Public Company Limited (CPN) and its subsidiaries and GLAND Office Leasehold Real Estate Investment Trust (GLANDRT).
・Max Future Co., Ltd., a company within the Singha Estate Public Co., Ltd. Group, on the establishment of the SPrime Growth Leasehold Real Estate Investment Trust REIT. This was the first REIT to be established by the Singha Estate Group, one of the fastest growing real estate developers in Thailand. We also assisted the Group on the set-up of their internal REIT Management Company, and on the listing of SPRIME on Thailand’s Stock Exchange in January 2019.
・CIMBT as both the lender (debt) and the underwriter (equity – capital increase) to raise funds for a cross-border Dusit Thani Freehold and Leasehold Real Estate Investment Trust to invest in a new asset in the Maldives (Dusit Thani Maldives hotel project). Dusit Thani is a global hospitality and food and beverage company. The investment structure was complex involving an investment by a Thai Real Estate Investment Trust (REIT) in an overseas asset (in the Maldives). The REIT made an indirect investment through a Special Purpose Vehicle (SPV) which resulted in a complicated loan structure with offshore security (leasehold right and hotel in Maldives).
・Frasers Property Thailand Industrial Freehold & Leasehold REIT (FTREIT) in acquiring additional investment assets consisting of the freehold right of immovable and movable property from CT Distribution Center Co., Ltd. The property comprised of land, a cold storage building and other buildings and machinery.
・Siam Chemicals Public Company Limited (SCC) as the Sponsor to dispose assets (tank farm) into AIM Industrial Growth Freehold and Leasehold Real Estate Investment Trust (AIMIRT) from AIMIRT’s capital increase.
・Hemaraj Leasehold Real Estate Investment Trust (HREIT) on a debt financing and HREIT’s acquisition of additional assets (land and buildings) consisting of 12 factories and warehouses located in industrial estates and logistics parks. The team advised on the trust unitholders’ meeting (EGM) process to request the trust unitholders’ approval to acquire the additional assets. Our team prepared all the transaction agreements and assisted with the transaction until closing.

・Bless Asset Group Co., Ltd., a real estate developer, on its IPO and listing on the MAI.
・PT (Sole) Company Limited in relation to the subscription of newly issued shares of T Engineering Corporation Pcl. (currently, PSG Corporation Pcl.) on a private placement basis and the mandatory tender offer of all shares of PSG.
・Hitachi Chemical Storage Battery (Thailand) Public Company Limited (BAT-3K) and Hitachi Chemical Gateway Battery (Thailand) Company Limited (HCGB) in relation to the amalgamation and relisting of the securities of the new listed company, named Thai Energy Storage Technology Public Company Limited (3K-BAT), on the Stock Exchange of Thailand.
・CTJ Holdings2, Ltd. in relation to the tender offer for the securities in Furukawa Metal (Thailand) Public Company Limited (FMT).
・Luckytex (Thailand) Public Company Limited and Thai Toray Textile Mills Public Company Limited in relation to the amalgamation, waiver of the tender offer and relisting of securities of the new company (Toray Textiles (Thailand) Public Company Limited (TTT))

・Roojai (an insurance broker) in connection with the issuance of secured zero-coupon debentures via private placement.
・Muangthai Capital Public Company Limited (MTC) in relation to the issuance and offering for sale of debentures under the Medium-Term Note Programme (MTN).
・CPN Retail Growth Leasehold REIT (CPNREIT) in relation to the issuance and offering for sale of debentures under the Baht 16,250,000,000 (USD 497.9 million) Medium Term Note Programme (MTN).