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Strategic Advisory — Project & Developer Advisory — Step 02

The deal structured
before it is signed.

How the deal is structured — direct purchase, option, joint venture, or staged acquisition — determines the risk allocation, the tax treatment, and the legal relationship between the parties for the entire duration of the project. It is worth getting right before heads of terms are agreed.

The Context
The structure of the deal is the deal. Everything else is implementation.

We have been instructed on deals where the parties had already signed heads of terms without advice — and the heads of terms had locked in a structure that was tax-inefficient, unenforceable in key provisions, or simply wrong for what the parties intended.

Deal structuring is where legal advice has the most leverage. After the heads of terms are signed and the parties have a deal in principle, changing the structure becomes a renegotiation. Before they are signed, it is just good advice.

We advise on structure before we draft a single document. The drafting follows the structure. Not the other way around.

What We Establish
Five deal structures we work with.
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    Direct acquisition
    Outright purchase of land or property at agreed price.
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    Option agreement
    Right to purchase at a fixed price within a defined period.
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    Joint venture
    Shared ownership and development with a co-investor or landowner.
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    Staged acquisition
    Purchase in tranches linked to planning, permits, or milestones.
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    Development agreement
    Land contributed by owner, development funded by developer.
Key Dimensions
The five deal structures and when each applies.
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Direct Acquisition
The simplest structure — you buy the site outright at an agreed price. Appropriate where the site has clean title, clear planning, and no development complexity. The legal work is title due diligence, sale and purchase agreement, and transfer registration.
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Option Agreement
An option gives you the right to purchase the site at a fixed price within a defined period — typically used where you need time to obtain planning permission, secure financing, or confirm a development programme before committing to purchase. Properly drafted, an option protects your position without obligating you to complete.
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Joint Venture
Where a landowner and a developer combine their respective assets — land and development expertise or capital — into a jointly owned development vehicle. The joint venture agreement must address contribution, profit share, decision-making, exit, and what happens when things go wrong.
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Staged Acquisition
A purchase price paid in tranches — typically linked to planning milestones, permit approvals, or development completion. Reduces upfront capital commitment but requires careful drafting of the conditions, the payment triggers, and the consequences of a missed milestone.
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Development Agreement
The landowner contributes the land and receives a share of the completed development — units, revenue, or profit — in lieu of a cash sale. Common in Cyprus residential development. The development agreement must define the development programme, the quality standard, the timeline, and the landowner's rights if the developer defaults.
The Output
What the deal structuring produces.
01
A Structure Recommendation
A written recommendation of the appropriate deal structure for the specific transaction — with a clear explanation of the legal, tax, and commercial rationale and an honest assessment of the risks of each alternative.
02
Heads of Terms
A draft heads of terms document — not legally binding in substance, but structured to reflect the agreed commercial position accurately and to form the basis for the binding agreement.
03
A Risk Allocation Matrix
A clear allocation of the key risks in the transaction — title risk, planning risk, construction risk, cost overrun, timeline delay, and counterparty default — showing which party bears each risk and how it is managed.
04
A Transaction Timeline
A realistic timeline from heads of terms to completion — showing the key legal steps, the dependencies between them, and the critical path milestones that must be met for the deal to complete on schedule.
“The best time to structure a deal is before anyone has agreed to anything.”
Y. Habari & Co. LLC — Project & Developer Advisory
The Process
How deal structuring works in practice.
01
Deal Brief
We take a full brief on the transaction — the parties, the site, the proposed use, the financial structure, and the timeline — before making any recommendation on deal structure.
02
Structure Options
We present the viable deal structures for the specific transaction with a clear analysis of the legal, tax, and commercial implications of each. We make a specific recommendation.
03
Heads of Terms Drafting
We draft or review the heads of terms to ensure they accurately reflect the agreed structure and do not inadvertently lock in positions that will need to be renegotiated in the binding agreement.
04
Binding Agreement
Once the heads of terms are agreed, we proceed to the binding agreement — drafted to implement the structure precisely, with full protection for our client's position.
Start Here
Ready to begin?
Let’s talk.

We respond within one business day. Consultations by phone, video, or in person at our Nicosia office.

Or email us at info (at) yhabarillc.com
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