Market
Real estate M&A: consolidation in Germany and Switzerland
Corporate transactions instead of single asset purchases: what buyers want from platforms and where processes hinge on financing.
In our transaction practice we continue to see corporate transactions in the German and Swiss markets in which entire portfolio companies or platforms change hands instead of individual assets being sold. We deliberately avoid quantitative statements on market volumes without a current, named data source.
Note: the following provides a general overview of possible transaction structures and related questions. It does not constitute legal or tax advice. The specific legal and tax consequences should be reviewed for each transaction by the relevant professional advisers.
What can trigger such transactions
Maturing financings from earlier interest rate phases. Owners who closed on terms that cannot be rolled forward in today's environment typically review three routes: inject equity, sell assets, or sell the company.
On the buy side there are capitalised portfolio holders and platform operators seeking to build assets under management. For them, acquiring a company with an established team can be more attractive than buying single assets.
Valuing real estate companies
NAV is a starting point, rarely the result. Discounts can arise from deferred taxes on hidden reserves, from non-transferable financings and from overhead the buyer does not need. The legal and tax treatment differs by jurisdiction and individual case and should be reviewed by the respective local advisers.
Premiums arise via the platform: an established management function, tenant relationships, a development pipeline. This part is often undervalued in negotiations because it is hard to quantify.
The critical point: change of control
Change-of-control provisions attach certain contractual consequences to a change of control over a company. Depending on drafting, consent, information, adjustment, termination or repayment provisions may be relevant. Which rights or obligations a specific contract triggers should be reviewed legally.
In practice this means: alignment with the financing partners belongs on the critical path and should run in parallel with the negotiation, not after it.
In short
Refinancing pressure and platform logic drive these transactions. Sellers should start the dialogue with financing partners early — it shapes the timetable.
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Legal and tax notice
The information on this website is provided for general information on real estate, financing and corporate transactions only. It does not constitute legal, tax or other individual professional advice and cannot replace case-specific advice from suitably qualified lawyers, tax advisers or other professionals.
The legal and tax consequences of a transaction depend in particular on its specific structure, the parties involved, existing contracts and the applicable legal and tax framework. Such questions should therefore be reviewed individually by the relevant professional advisers before any decision is taken.
Within the content presented on this website, Fox Capital does not provide legal or tax advice.