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Offer Memorandum (Real Estate)

Offer Memorandum (Real Estate) Template for Philippines

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Key Requirements PROMPT example:

Offer Memorandum (Real Estate)

"I need a Real Estate Offer Memorandum for a luxury mixed-use development in Makati City, Philippines, targeting foreign institutional investors with a minimum investment of USD 10 million, with the development scheduled to commence in March 2025."

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Document background
The Real Estate Offer Memorandum (Real Estate) is a crucial document used in the Philippine real estate market when presenting investment opportunities to potential investors. It serves as both a marketing document and a legal instrument, providing comprehensive information about real estate investment opportunities while ensuring compliance with Philippine regulations, including Presidential Decree No. 957, the Securities Regulation Code, and other relevant real estate laws. The document typically includes detailed property descriptions, financial projections, market analysis, risk factors, and investment terms. It is particularly important in the Philippine context due to specific requirements regarding foreign ownership restrictions, land use regulations, and investor protection measures. The Offer Memorandum must be carefully prepared to ensure all material information is disclosed and presented in compliance with local regulations while effectively communicating the investment opportunity to potential investors.
Suggested Sections

1. Disclaimer and Important Notices: Legal disclaimers, forward-looking statements warnings, and regulatory compliance statements

2. Executive Summary: Overview of the investment opportunity, key highlights, and summary of essential terms

3. Property Overview: Detailed description of the property, location, specifications, and current status

4. Investment Highlights: Key selling points, unique features, and competitive advantages of the property

5. Market Analysis: Overview of the local real estate market, trends, and competitive landscape

6. Financial Information: Historical and projected financial performance, including revenue, expenses, and returns

7. Risk Factors: Detailed discussion of all material risks associated with the investment

8. Legal and Regulatory Framework: Overview of relevant laws, regulations, and compliance requirements

9. Transaction Structure: Details of the proposed investment structure and terms

10. Management and Operations: Information about property management, maintenance, and operational strategy

11. Investment Process: Steps for participating in the offering, including documentation requirements

12. Exit Strategy: Proposed exit mechanisms and timing

Optional Sections

1. Development Plans: For properties with planned development or renovation, including construction timelines and budgets

2. Tenant Profile: For leased commercial properties, including details about existing tenants and lease terms

3. Environmental Assessment: Detailed environmental impact and sustainability analysis, particularly for large commercial developments

4. Tax Considerations: Detailed analysis of tax implications for different investor types

5. Zoning and Land Use: Detailed analysis of zoning regulations and permitted uses, particularly relevant for development properties

6. Historical Performance: For existing income-producing properties, including detailed operational history

7. Comparative Market Analysis: Detailed analysis of comparable properties and transactions in the market

8. Foreign Investment Considerations: Special section when targeting foreign investors, including ownership restrictions and requirements

Suggested Schedules

1. Property Details Schedule: Detailed technical specifications, floor plans, and property features

2. Financial Projections: Detailed financial models and assumptions

3. Title Documents: Copies of relevant title documents and property ownership history

4. Market Research Report: Detailed third-party market research and analysis

5. Property Photos and Maps: Visual documentation of the property and location

6. Legal Documentation: Relevant permits, licenses, and regulatory approvals

7. Property Valuation Report: Independent property valuation and assessment

8. Due Diligence Reports: Technical, legal, and financial due diligence findings

9. Service Agreements: Relevant property management and service contracts

10. Environmental Reports: Environmental impact assessments and sustainability certifications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
Affiliate
Agreement
Applicable Law
Appraisal Value
Business Day
Capitalization Rate
Closing
Closing Date
Competent Authority
Completion Date
Confidential Information
Condominium Certificate of Title
Contract Price
Developer
Development Plan
Due Diligence
Earnest Money
Encumbrance
Environmental Laws
Environmental Permits
Force Majeure
Gross Floor Area
Gross Leasable Area
Investment Amount
Investment Period
Investment Structure
Land Registration Authority
Lease
Lien
Local Government Unit
Material Adverse Change
Net Operating Income
Occupancy Rate
Offer
Offering Period
Owner
Permitted Use
Philippine Peso
Project
Property
Property Manager
Property Rights
Purchase Price
Real Estate Investment
Real Estate Investment Trust
Register of Deeds
Regulatory Approvals
Required Permits
Securities and Exchange Commission
Security Interest
Seller
Special Power of Attorney
Subscription Agreement
Tax Clearance
Title
Transfer Certificate of Title
Transfer Tax
Valuation
Zoning Laws
Clauses
Property Description
Investment Terms
Purchase Price
Payment Terms
Due Diligence
Representations and Warranties
Risk Factors
Regulatory Compliance
Foreign Ownership Restrictions
Environmental Compliance
Title and Ownership
Property Rights
Zoning and Land Use
Development Rights
Financial Information
Market Analysis
Investment Structure
Exit Rights
Transfer Restrictions
Management and Operations
Insurance Requirements
Tax Matters
Confidentiality
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendment and Modification
Assignment
Entire Agreement
Severability
Registration Requirements
Environmental Matters
Property Management
Maintenance Obligations
Utilities and Services
Valuation Methodology
Investment Risks
Subscription Process
Investor Qualifications
Distribution Rights
Reporting Requirements
Termination Rights
Relevant Industries

Real Estate

Commercial Property

Residential Property

Industrial Property

Retail Property

Hospitality

Mixed-use Development

Construction

Property Management

Real Estate Investment

Urban Development

Infrastructure

Relevant Teams

Legal

Real Estate

Investment

Finance

Compliance

Business Development

Property Management

Asset Management

Risk Management

Marketing

Research

Operations

Relevant Roles

Real Estate Developer

Investment Manager

Property Manager

Real Estate Broker

Legal Counsel

Investment Analyst

Financial Advisor

Asset Manager

Development Director

Acquisitions Manager

Chief Investment Officer

Chief Financial Officer

Real Estate Consultant

Portfolio Manager

Compliance Officer

Due Diligence Manager

Industries
Republic Act No. 4726 (Condominium Act): Governs condominium ownership and provides the legal framework for condominium projects, including requirements for documentation and disclosures in sales materials
Presidential Decree No. 957: The Subdivision and Condominium Buyers' Protective Decree - regulates real estate development and sales, requiring specific disclosures and protections for buyers
Republic Act No. 6552 (Maceda Law): Provides protection to buyers of real estate on installment payments, including rights and remedies in case of default
Republic Act No. 9646 (Real Estate Service Act): Professionalizes real estate service practice and regulates real estate transactions in the Philippines
Republic Act No. 8799 (Securities Regulation Code): Relevant if the real estate offering is structured as a security, governing disclosure requirements and registration of securities
Republic Act No. 7042 (Foreign Investments Act): Regulates foreign investment in Philippine real estate, including ownership restrictions and requirements
Presidential Decree No. 1529 (Property Registration Decree): Governs the system of registration of real property and transactions involving registered land
National Internal Revenue Code: Covers tax implications of real estate transactions, including capital gains tax, documentary stamp tax, and other applicable taxes
Republic Act No. 9160 (Anti-Money Laundering Act): Includes provisions relevant to real estate transactions to prevent money laundering through property deals
Republic Act No. 11057 (Personal Property Security Act): Relevant for cases where the real estate transaction involves personal property as security
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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