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M&A

Sell your company. Structure your succession.

Fox Capital advises established mid-market companies on company sales, succession solutions, stake transactions and carve-outs. We have particular expertise in real estate companies and the wider property value chain – from development, property and facility management to building technology, construction materials, operating platforms and PropTech. We also advise selected mandates in medical technology, automotive, mechanical and plant engineering, IT and digital business models.

We structure the process from preparation and valuation through discreet outreach to strategic buyers, financial investors and family offices, followed by due diligence, negotiation and closing.

€ 2bn+

Transaction volume

8,000+

Capital Providers & Investors

20+

Years of Industry Experience

DACH & intl.

Coverage

Mandates

What we advise on

Company sale (sell-side)

Structured and discreet sales of established mid-market companies and shareholdings. Our particular focus is on real estate companies, developers, property and facility managers, building technology, construction and building materials businesses, operating platforms, PropTech and other property-related services. We also advise selected companies in medical technology, automotive, mechanical and plant engineering and IT.

  • ›Vendor due diligence upfront
  • ›A defined buyer list, not cold calls
  • ›Price and execution certainty first

Acquisition (buy-side)

Targeted search and approach of acquisition targets for strategic buyers and investors with a defined growth agenda.

  • ›Screening against clear criteria
  • ›Discreet first approach
  • ›Negotiation incl. price mechanics

Succession solutions

For owner-managed landlords and managers: handover to management, family or an external buyer – staged or as a full exit.

  • ›MBO/MBI structures
  • ›Earn-out and vendor loans
  • ›Transition period clearly defined

Stakes & minorities

Taking on or selling minority stakes to fund growth without giving up control.

  • ›Governance and veto rights
  • ›Valuation and anti-dilution
  • ›Exit mechanics agreed upfront

Carve-out & spin-off

Separating property holdings or business units out of a group into a standalone, saleable entity.

  • ›Clean perimeter definition
  • ›Transitional services (TSA)
  • ›Standalone financing arranged

Distressed M&A

Share sales under time pressure – after a covenant breach, construction halt or in restructuring, aligned with the lenders.

  • ›Alignment with banks and creditors
  • ›Buyers with committed equity
  • ›Tight, binding timetable

Valuation

How the price is built

The valuation method follows the business model and earnings structure. DCF and multiple approaches take priority for operating companies; for asset-heavy real estate companies, the net asset value is additionally considered.

Earnings value & DCF

Valuation based on sustainable company cash flows including management and operating margins.

NAV approach

Net asset value from the underlying property valuations less liabilities – the standard for landlords.

Multiples

EBITDA and revenue multiples from comparable deals, sense-checked against the realistic buyer universe.

Price mechanics

Locked box or closing accounts, working capital adjustment, earn-out – mechanics decide what actually arrives.

Strategy session on an M&A transaction in a boardroomKI generiert

Structure

Share deal or asset deal

The structure drives tax, liability and the buyer universe. We settle it before any outreach starts.

Share deal

Sale of the shares

Seller
Shares in the property company
Buyer
  • Contracts continue unchanged
  • Corporate DD is mandatory
  • RETT depends on the quota

Asset deal

Sale of the property

Seller
Land, building, leases
Buyer
  • Fresh depreciation base
  • RETT on the full price
  • Clean liability cut-off

Process

From preparation to closing

  1. Step 01

    Analysis & valuation

    Accounts, portfolio, contracts and organisation are reviewed and translated into a defensible valuation range.

  2. Step 02

    Equity story & documents

    Teaser, information memorandum and data room to institutional standards, including vendor due diligence.

  3. Step 03

    Buyer approach

    Discreet approach to a pre-qualified circle instead of broad marketing. NDA before any detail is shared.

  4. Step 04

    Indicative offers

    Comparison of price, structure, funding certainty and timeline – not just the headline number.

  5. Step 05

    Due diligence

    Tax, legal, technical and commercial review, with findings actively managed rather than passed along.

  6. Step 06

    SPA & closing

    Negotiation of warranties, indemnities and price mechanics through to completion and handover.

Handshake after a successful transaction agreementKI generiert
„In M&A the highest price rarely wins. Warranties, earn-out and timetable decide what actually reaches the seller.“
Sabiene Münch · Managing Director, Fox Capital

FAQ

The questions we hear most

Short answers from day-to-day mandates – including when a neighbouring service is the better route.

How is the company value determined?

Depending on the business model, we look in particular at sustainably achievable cash flows, normalised EBITDA, market-standard multiples and the financing structure. For asset-heavy real estate companies, we additionally consider the net asset value. The price ultimately achievable emerges from competition and negotiation with suitable acquirers.

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How many investors do you approach?

As few as possible, as many as needed. A curated list of 15 to 40 addresses usually beats a broad mailing – and keeps the process confidential.

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What are the most common deal breakers?

Unclear working capital definitions, unresolved shareholder issues, skeletons in the company history, and a management team with no perspective after closing.

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How do M&A and property transactions connect?

Property-related deals almost always run as share deals. Asset valuation comes from the transactions side, contract architecture from M&A – both have to line up.

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Where does corporate finance come in?

Before the sale, when the balance sheet needs tidying, and on the buy side for acquisition finance.

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Documents

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Related services

How this connects to our other mandates

Most questions do not stop at one discipline. These are the neighbouring areas – and why they usually come up.

Real Estate Finance

Mezzanine, senior debt, whole loans, bridge and forward funding – structured and placed through a network of more than 8,000 capital providers and investors.

  • ›In a share deal the existing property debt is the bottleneck – clear change-of-control clauses early.

Real Estate Transactions

Buying and selling assets and portfolios: off-market approach, valuation, bidding process and closing.

  • ›Asset deal or share deal is not a formality – tax, liability and financing all weigh in.

Corporate Finance

Bonds, Schuldschein loans, private equity, acquisition finance and capital structure beyond the house bank.

  • ›Without committed finance, any buy-side offer stays a letter of intent.

Planning a sale or acquisition?

We assess your situation confidentially and without obligation – including how the purchase price gets funded.

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