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1. Commercial Office Building Acquisition December 22, 2008 Prepared By
Buyers Package
Stephen I. Berkman San Francisco, CA
1417 views
2. Purchase and Sale Agreement Negotiation
Buying Distressed Real Estate Debt
3. Letter of Intent Typically the first stage in documenting a purchase and sale 7786 views
transaction is the negotiation and drafting of a letter of intent. The letter of
intent is a non-binding document which sets forth the key business terms
FREE Real Estate Listing Presenta-
regarding the transaction including: Price Amount of Deposit(s) Length of the tion
Due Diligence Period Closing Date Allocation of Closing Costs Treatment of 27567 views
Existing Financing (e.g. sale free and clear of loan, assumption of loan, etc.)
Other material terms
4. The Purchase and Sale Agreement Once the parties have executed a letter of
intent, the attorneys representing the Seller will typically prepare an initial draft
of the purchase agreement. The Purchase Agreement will set forth all terms and
conditions related to the purchase and sale of the property, typically including,
the following: A legal description of the land and improvements to be
purchased and a description of the leases, contracts, personal property and
intangible property to be acquired in connection with the sale Purchase price,
earnest money deposit(s), due diligence period and closing date Terms and
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conditions upon which the Buyer may access the property to perform its due
diligence investigations Representations and warranties given by the Seller
concerning the property Covenants of the Seller to maintain the property in its
existing condition pending closing Conditions precedent to closing (e.g. receipt
of tenant estoppel certificates, lender consent to loan assumption, etc.)
Documents to be delivered by the parties at closing, the allocation of closing
costs and the proration of taxes, rents and other operating expenses
5. Formation of “Buyer” Entity In order to shield the parent company from
liability and to facilitate either the assumption of the existing loan or future
financings of the property, a new "bankruptcy remote," single-
purpose entity (an "SPE") will be formed to take title to the real
property. The SPE will be a wholly-owned subsidiary of Buyer. For tax
purposes, typically the SPE will be a newly formed Delaware limited liability
company qualified to do business in California. This can occur prior to or after
execution of the Purchase Agreement, so long as the Purchase Agreement
allows for assignment to affiliates.
6. The Earnest Money Deposit Upon execution of the Purchase Agreement, the
Buyer will typically make a deposit into an escrow account held by a title
company. The deposit will be held in an interest bearing account and will be
fully refundable if Buyer terminates the Purchase Agreement prior to the
expiration of the due diligence period. The deposit will be applied toward the
purchase price at closing. If the transaction fails to close due to the Buyer's
default after the expiration of the due diligence period, then the deposit will be
paid to the Seller as liquidated damages.
7. The Due Diligence Phase
8. Due Diligence Generally The Buyer will typically be granted a period
ranging from 30-90 days in which to conduct all investigations related to the
condition of the property, including: financial condition of the tenants and
confirmation of all assumptions related to the valuation of the property review
of lease documents and estoppel certificates received from tenants the structural
condition of the building the environmental condition of the property review of
zoning, entitlements and other governmental approvals applicable to the
property review of title documents and a survey of the property review of loan
documents review of service contracts (if any) to be assumed at closing and any
other documents related to the property receipt of any required internal or
external approvals and consents
9. Due Diligence Generally (continued) If the Buyer is unsatisfied with any
aspect of the property discovered during the due diligence period, then the
Buyer may terminate the purchase agreement in its sole and absolute discretion
and receive the return of its deposit. If the Buyer discovers adverse conditions
which affect the Buyer's initial valuation of the property (e.g. unexpected
capital repairs, unexpected environmental remediation, unpaid tenant
improvement allowances, etc.), then the Buyer may also negotiate a purchase
price reduction to address those issues.
10. Financial Analysis The brokers representing the Seller will typically have
prepared an offering memorandum which is a glossy brochure containing
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information essential to the valuation of the property. During the due diligence
phase, the Buyer will evaluate the factual accuracy of the offering memorandum
and other assumptions used to initially determine the purchase price set forth in
the Purchase Agreement. The Buyer may also commission a third party to
perform an appraisal of the property to confirm valuation.
11. Lease Review and Estoppel Certificates The Buyer's attorneys will review
and prepare abstracts or summaries of the leases. Lease review will confirm the
core financial terms of the leases (e.g. rent, escalations, term, extension rights,
expansion rights, etc.) used to determine cash flows and the valuation of the
property. Lease review will also identify any tenant concessions which may
affect expected cash flows (e.g. free rent, unpaid tenant improvement
allowances, termination rights, etc.). After the closing, the lease abstracts also
provide a handy summary for quick reference purposes regarding the terms of
the leases.
12. Lease Review and Estoppel Certificates (continued) The Seller will also
solicit estoppel certificates from the tenants which will confirm: The Buyer has
been provided a complete copy of the lease There are no known defaults under
the lease The tenant's understanding of other key business terms of the lease
Negotiation point in the Purchase Agreement as to whether all estoppels must
be received as a closing condition In this case careful attention will be paid to
lease expirations and renewal rights and expansion rights of existing tenants.
13. Title and Survey A title company will prepare a preliminary title report
confirming that the Seller is the owner of the property and setting forth all
matters of record relating the property. The Buyer will engage the services of a
licensed surveyor to prepare an ALTA/ACSM survey of the property which will
confirm, among other things, boundary lines, acreage, building footprint,
building height, zoning and flood classifications, the location of all
improvements located on the property and the location of all easements
affecting the property. Attorneys for the Buyer will review the preliminary title
report together with the survey to ensure that the property has adequate access,
there are no encroachments, there are no restrictions which would adversely
affect the use of the property and there are no unknown monetary liens.
Attorneys for the Buyer will also negotiate with the title company the form of
the title policy and any endorsements thereto. Among other things, the title
policy will insure that the Buyer is the owner of the property and that there are
no unknown items of record affecting the property.
14. Environmental Review The Buyer will engage the services of a licensed
environmental consultant to prepare a Phase I environmental report for the
property. The Phase I report will evaluate prior ownership and historical use of
the property, the listing of the property on databases regarding environmental
compliance and other documents related to environmental matters. Surface
level soil samples may also be collected. If any issues of concern are raised by
the Phase I report, the consultant may recommend performing a Phase II report
which typically requires test drilling and collection of ground water to
determine if there are any adverse environmental issues.
15. Building Physical Evaluation / Zoning Entitlements A third party consultant
will perform a thorough inspection of the structural portions of the building and
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all building systems (e.g. HVAC) to evaluate the physical condition of the
building. The consultant will identify items in need of repair and other capital
improvements necessary to keep the building in good condition and repair. The
Buyer may also order a letter from the City in which the property is located
confirming the zoning for the property and that no code violations are on file
with the City. The Buyer may also engage a consultant or architect to prepare a
"zoning report" which will independently confirm the property's
compliance with zoning code requirements.
16. Approvals and Consents Board of Directors Approval – Depending upon
Buyer’s internal approval process, Board of Director approval will need to be
obtained either prior to execution of the Purchase Agreement or prior to
expiration of the due diligence period. Lender Consents – If the existing loan
will be assumed, then the consent of the lender will be required. Governmental
Entity Consents – Most permits, licenses and other governmental approvals
relating to the property (e.g. elevator license, certificate of occupancy, etc.) are
freely assignable. If any consents to assignment are required to assign these
items, then they will be identified and obtained. Service Contracts – Buyer will
need to determine whether it intends to assume service contracts related to the
property (e.g. elevator maintenance, security/fire alarm monitoring,
landscaping, janitorial) or have the Seller terminate those contracts at closing. If
any consents to assignment are required to assign these contracts, then they will
be identified and obtained.
17. Property Management and Leasing Agreement In order to ensure a seamless
transition of the property, prior to closing, the Buyer will need to negotiate a
property management and leasing agreement with a professional third party
property management company. Upon closing, the property management
company will handle the day-to-day management of the property (e.g.
preparation of budgets, collection of rent, building maintenance, etc.). If the
existing loan will be assumed by the Buyer, the lender may require the
execution and collateral assignment of the property management agreement
prior to closing.
18. The Existing Financing
19. Options for Addressing the Existing Financing There are several options
regarding how the Buyer and Seller may address the existing financing for the
property, including: Prepayment – If permitted by the loan documents (or
agreed to by the lender), the Seller may prepay the loan in its entirety. A penalty
may be owed in order to prepay. The loan is typically paid at closing out of the
sale proceeds. Defeasance – The loan documents may permit the deed of trust
recorded against the property and securing the loan to be removed in a so-called
"defeasance" transaction. In a defeasance transaction, government
backed securities (e.g. bonds and treasuries) are substituted for real property as
security for repayment of the loan. Given current interest rates, this loan can be
quite expensive to the Seller. Loan Assumption – The Buyer may assume the
loan, in which case, upon closing, the Buyer will become responsible for
repayment of the loan and all of the other obligations of the Seller under the
loan documents.
20. Loan Assumption If the loan is to be assumed at closing, then attorneys for
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the Buyer will undertake a detailed review of the loan documents to confirm the
financial terms (e.g. interest rate, maturity date, operating covenants, etc.) and
other obligations set forth in the loan documents. If the loan will be assumed,
then the lender will require detailed financial information regarding Buyer in
order to evaluate the company's financial condition and ability to perform under
the loan documents. The lender may also require a parent guaranty of certain
non-recourse carve-outs under the loan documents. The Buyer's attorneys will
negotiate the documents regarding the assumption of the loan and otherwise
coordinate with the lender's attorneys to cause the loan to be assumed.
21. The Closing Process
22. Escrow Closings in California are accomplished through an escrow agent,
which is typically the title insurance company. Documents required for closing
(e.g. deed, assignment of lease, bill of sale) are executed by the parties and
delivered to the escrow agent. If the loan is not assumed by the Buyer, then the
escrow agent also coordinates with the lender to obtain the necessary
documents to cause the deed of trust to be removed as a lien against the
property. The Buyer wires funds to the escrow agent on or before closing to
close the transaction. Attorneys for the Buyer and Seller coordinate all aspects
of the closing with the escrow agent on behalf of their respective clients.
23. Closing Process Prior to closing the escrow agent will prepare a detailed
closing statement setting forth the purchase price, deposits, credits, prorations
and allocation of closing costs. The closing statement will set forth the precise
amount the Buyer will need to wire into escrow in order to close the transaction.
Upon receipt of all funds and documents, the escrow agent will cause the deed
to be recorded, the title policy to be issued to the Buyer, originals of the closing
documents to be delivered to the parties, the loan to be paid off (if applicable)
and funds to be wired to the Seller. Upon closing, written notice will be
delivered to the tenants of the building regarding the sale and instructing them
to pay rent to the Buyer.
24. Our Global Real Estate Group
25. Real Estate Group Overview Paul Hastings has one of the largest and most
sophisticated real estate practices of any international law firm—founded on the
collective strength of 200 lawyers who advise clients on the purchase, sale,
leasing, financing, developing, regulatory considerations and securitization of
real property. Our leadership in real estate has been acknowledged by the
market and our peers. Real estate law has been a mainstay of our firm since we
opened for business more than 50 years ago. Backed by 1,300 professionals in
18 offices worldwide, our lawyers adopt a multidisciplinary approach to
advising clients on the full range of real estate-related transactions in every
market where they conduct business. Our firm has long been recognized for our
ability to adapt to the many different business cultures in the countries in which
we operate. In each office, local and international lawyers provide clients with
in-depth regional advice as well as unparalleled insight into the larger
implications of conducting real estate transactions in the global economy. We
were one of the first U.S. firms to expand into Asia, and today we have one of
the largest and most experienced real estate practices in the Asia Pacific
Region, working on landmark transactions like representing the first Japanese
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real estate investment trust fund (J-REIT) on the Jasdaq securities exchange. In
Europe, our offices in Brussels, Frankfurt, London, Paris and Milan are staffed
by lawyers who are qualified in North America, the U.K., Italy, France and
Germany. Across the globe, clients return to us not only for our knowledge of
particular real estate markets, but for our knowledge of their business. Over the
years, we have built strong, long-term relationships with our clients, who
include many of the world’s top developers, investors, financial institutions and
corporations. We partner with clients in every major sector of the industry,
including residential, office, retail and industrial real estate, to understand how
their business objectives are best served by their real estate needs. Our
collaborative, interdisciplinary approach allows us to develop sophisticated
structures and innovative solutions for some of the most complex multi-
jurisdictional real estate deals in the world. We take the long view of the real
estate cycle, staying attuned to where the market is and monitoring trends to
help our clients anticipate change. Extensive transaction experience on both
sides of the table gives us an unrivalled perspective on the opportunities and
risks involved in complex deals. We negotiate on behalf of our clients to make
sure that risks are allocated appropriately and the maximum rewards are
realized. Our services extend beyond negotiating and documenting individual
deals to advising clients on how their real estate strategy can support their
business objectives.
26. Real Estate Awards Joel Rothstein (Beijing) – 1 David Blumenfeld
(Shanghai) – 2 1 2 2 3 China Real Estate: Foreign Investment Funds: Real
Estate Japan Real Estate: Foreign Hong Kong Real Estate Chambers Asia 2008
Hergen Haas (Frankfurt) – 3 Mark Eagan (London) – 6 4 4 Europe-wide Real
Estate Germany Real Estate: Finance Chambers Europe 2008 Deborah Schmall
(San Francisco) – 2 Peter Weiner (San Francisco) – 2 David Freeman (New
York) – 3 Gordon Hart (San Francisco) – 4 3 California Environmental
Chambers USA 2008 Marty Edelman (New York) – 1 Philip Feder (Los
Angeles) – 1 Rick Kirkbride (Los Angeles) – 1 Charles Sharbaugh (Atlanta) – 2
Daniel Perlman (Chicago) – 3 Charles Thornton (San Francisco) – 3 Bob
Wertheimer (New York) – 3 Stephen Berkman (San Francisco) – 4 Eric Landau
(New York) – 4 Stuart Mass (New York) – 4 Mark Schonberger (New York) – 4
Robert Grados (New York) – Up & Coming 1 1 1 3 4 California Real Estate
National Leisure & Hospitality New York Real Estate: Mainly Dirt Georgia
Real Estate National REITs Chambers USA 2008 N/A 2 3 Japan Real Estate:
Foreign Investment Funds: REITS Chambers Global 2008 Individuals/Rank
Rank Practice Group Directory
27. Real Estate Practice Focus Acquisitions and Dispositions Advising clients
in the purchase and sale of real property is the core of our practice. We
represent clients in deals in every major sector of the industry, including
residential, office, retail and industrial real estate. We negotiate and draft
contracts, conduct due diligence, resolve issues and structure deals to reduce the
tax burden. Our clients include buyers and sellers of property used for a variety
of purposes, and we regularly represent companies whose business is the
acquisition, development and disposition of real estate, particularly opportunity
funds, public real estate funds, equity funds and developers. Development and
Construction We represent clients in every type of traditional development and
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construction project and are recognized leaders in advising on projects that are
innovative in their size, scope or impact on a community. We have deep
experience with the range of development and construction projects our clients
undertake, including mixed-use projects, large-scale infrastructure projects,
recreational and retail properties. We represent property owners and developers
of all sizes, financial institutions, investors and end users around the world.
Furthermore, the lawyers in our Military Base Redevelopment and Privatization
practice group represent clients involved in redevelopment and privatization
projects. Equity Investments and Joint Ventures Clients turn to us as their
trusted advisers on the profusion of cross-border and multi-jurisdictional
investment structures available for real estate investment. Our real estate
investment and joint venture services cover friendly and unsolicited
acquisitions, mergers, private equity and mezzanine investments,
recapitalizations and joint ventures. Our clients include investee companies,
strategic and financial investors, international and local financial institutions,
major real estate investment groups and hotel and resort groups. We help clients
customize investment vehicles to satisfy the needs of every type of sponsor,
including limited partnerships, trusts, limited liability companies and offshore
entities. Environmental Paul Hastings’ team of environmental lawyers focuses
its practice on the compliance, transactional and litigation matters that concern
environmental issues. With our knowledge of federal, state and local regulatory
systems—and how they interact and affect one another—we meet the steady
demand for responsive and cost-effective results for clients facing an
environmental law hurdle. Our attorneys and regulatory specialists know how
air pollution, water and hazardous waste, among other substances, are regulated
throughout the United States, and they draw on the complementary strengths of
our full-service firm to supplement their litigation, transactional, tax and other
services pertaining to environmental issues. Our environmental attorneys are
recognized leaders in assisting clients with the redevelopment of “brownfields”
properties—those abandoned, idled or underutilized industrial and commercial
facilities where expansion or redevelopment is complicated by real or perceived
environmental contamination.
28. Real Estate Practice Focus Hotels and Resorts Paul Hastings’ Resort,
Restaurant & Recreation (RR&R) practice group focuses on the legal and
business needs of real estate development companies, institutional lenders,
investment banks, capital providers, owners and operators. With more than 75
attorneys serving RR&R clients around the world, the RR&R practice
encompasses the development, acquisition and sale, finance, leasing, operation,
management, licensing, branding, repositioning, roll-up, foreclosure, workout
and restructuring of hospitality, recreational and real estate-based entertainment
properties and businesses in North America, Latin America, the Caribbean,
Europe and Asia. Land Use Our land use lawyers help clients at every stage of
real estate and land use projects, from planning and permitting to financing and
litigation. Our knowledge of law, planning, architecture and environmental
issues, combined with our global presence, is unmatched by other international
law firms. We have pioneered innovative and successful techniques for public
and private clients in development, land use systems and litigation, and have
experience litigating matters at the state and federal levels, including before the
U.S. Supreme Court. We have developed particular experience with California’s
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especially complex land use and environmental protection laws. Leasing Our
real estate lawyers who focus their practice on commercial leasing deals have
built a reputation for excellence through many years of successful
representation of large, sophisticated landlords and major corporate tenants in
high-profile deals. Our ability to move deals to completion swiftly and with the
most favorable terms for our clients is unrivalled. We operate in all of the major
real estate markets, and are particularly strong in structuring investment-grade
sales-leaseback, commercial and synthetic leasing arrangements for clients. We
advise clients on the full range of business issues that can affect a lease, raising
issues that might otherwise go unnoticed and that could have repercussions long
after the ink has dried. Real Estate Finance Our real estate finance lawyers
represent both lenders and borrowers in financings ranging from conventional
commercial loans to sophisticated capital market and securitized transactions.
We handle financings of portfolios of distressed debt in U.S. and foreign
markets, real estate portfolio securitizations and fund formation for investment
in real estate debt and equity vehicles. We are highly experienced in real
property lending, whether first mortgage or mezzanine, secured by a wide
variety of real estate. Whether real estate occupies a large or small percentage
of a client’s total investment portfolio, we have the finance experience and
industry knowledge to ensure the financing structure supports our client’s
business goals. Real Estate Securities and Capital Markets (REITs) Paul
Hastings’ leading securities practice represents clients in complex real estate
capital formation and other related transactions. Lawyers from our corporate,
real estate and tax practices work together in interdisciplinary teams to address
the accounting, legal and regulatory issues associated with intricate securities
transactions. Our attorneys help structure and execute public and private
offerings by REITs, limited partnerships, limited liability companies and other
programs that invest in equity and mortgages. We also serve as outside general
counsel to several REITs.
29. Our Offices For further information , you may visit our home page at
www.paulhastings.com or email us at [email_address] . Brussels Avenue Louise
480 Boîte 5B 1050 Brussels, Belgium Telephone: +32 2 641 7460 Facsimile:
+32 2 641 7461 Frankfurt Siesmayerstrasse 21 D-60323 Frankfurt am Main,
Germany Telephone: +49 69 907485 0 Facsimile: +49 69 907485 499 London
Ten Bishops Square, 8th Floor London E1 6EG United Kingdom Telephone:
+44 203 023 5100 Facsimile: +44 203 023 5109 Milan Via Palestro, 24 20122
Milan, Italy Telephone: +39 02 30414 000 Facsimile: +39 02 30414 005 Paris
96, boulevard Haussmann 75008 Paris, France Telephone: +33 1 42 99 04 50
Facsimile: +33 1 45 63 91 49 Beijing 19/F, Yintai Center Office Tower 2
Jianguomenwai Avenue Chaoyang District Beijing, 100022 China Telephone:
+86 10 8567 5300 Facsimile: +86 10 8567 5400 Hong Kong 22/F, Bank of
China Tower 1 Garden Road Hong Kong Telephone: +852 2867 1288
Facsimile: +852 2526 2119 Shanghai 35/F Park Place 1601 Nanjing West Road
Shanghai, 200040 China Telephone: +86 21 6103 2900 Facsimile: +86 21 6103
2990 Tokyo Ark Mori Building – 34F 12-32 Akasaka 1-chome Minato-Ku,
Tokyo 107-6034, Japan Telephone: +81 3 6229 6100 Facsimile: +81 3 6229
7100 Palo Alto 1117 S. California Avenue Palo Alto, CA 94304 Telephone: +1
650 320 1800 Facsimile : +1 650 320 1900 San Diego 4747 Executive Drive,
12th floor San Diego, CA 92121 Telephone: +1 858 458 3000 Facsimile: +1
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858 458 3005 San Francisco 55 Second Street, 24th Floor San Francisco, CA
94105 Telephone: +1 415 856 7000 Facsimile: +1 415 856 7100 Washington,
D.C. 875 15th Street, N.W. Washington, DC 20005 Telephone: +1 202 551
1700 Facsimile: +1 202 551 1705 Atlanta 600 Peachtree Street, N.E. 24th Floor
Atlanta, GA 30308 Telephone: +1 404 815 2400 Facsimile: +1 404 815 2424
Chicago 191 North Wacker Drive 30th Floor Chicago, IL 60606 Telephone: +1
312 499 6000 Facsimile: +1 312 499 6100 Los Angeles 515 S. Flower Street
25th Floor Los Angeles, CA 90071 Telephone: +1 213 683 6000 Facsimile: +1
213 627 0705 New York Park Avenue Tower 75 East 55th Street, 1st Floor New
York, NY 10022 Telephone: +1 212 318 6000 Facsimile: +1 212 319 4090
Orange County 695 Town Center Drive, 17th Floor Costa Mesa, CA 92626
Telephone: +1 714 668 6200 Facsimile: +1 714 979 1921 EUROPE ASIA
NORTH AMERICA
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