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DE

M&A & Corporate Finance

Company sale. Private equity. Succession.

M&A and corporate finance advisory for the German mid-market and corporate carve-outs. A company sale, bringing in an equity partner or arranging the succession changes more than the ownership structure. It is about entrepreneurial perspectives, financial leeway and the responsibility for a company that has grown over time. Fox Capital advises entrepreneurs, shareholders and corporate groups through these decisions – from the first strategic assessment through preparation and structuring to the execution of a transaction.

Assessment

A viable solution starts with your objectives.

We analyse your starting position, assess the options and develop a transaction and financing structure that fits your company and your personal expectations. This includes the company value, capital requirements, future decision rights and your role after the transaction.

€ 2bn+

Transaction volume

8,000+

Capital Providers & Investors

20+

Years of Industry Experience

DACH & intl.

Coverage

Mandates

What we advise on

Our advisory covers full and partial company sales, bringing in private equity and growth capital, succession solutions and management buy-outs and buy-ins. We support corporate groups in preparing and divesting subsidiaries and business units.

Company sale (sell-side)

Full and partial company sales – structured, discreet and thoroughly prepared. From the equity story through buyer outreach to negotiation and closing.

  • ›Full and partial sales
  • ›Curated buyer outreach
  • ›Price and execution certainty first

Private equity & growth capital

Bringing in an equity partner to fund growth, strengthen the capital base or partially realise company value. The influence of a capital partner on the entrepreneurial direction depends in particular on the size of the stake, the agreed participation rights and the governance structure. Careful drafting of the investment and shareholder agreements is therefore essential.

  • ›Identifying suitable capital partners
  • ›Governance and decision rights
  • ›Valuation and anti-dilution

Succession solutions

Arranging the business succession – to management, family or an external buyer, staged or as a full exit. With a clear structure for the transition period.

  • ›Staged or full handover
  • ›Earn-out and vendor loans
  • ›Transition period clearly defined

MBO & MBI

Management buy-outs and management buy-ins: acquisition by the incumbent management or external executives, including the financing structure and capital partners.

  • ›Financing structure arranged
  • ›Capital partners brought in
  • ›Roles and rights after the transaction

Carve-out & group disposals

We support corporate groups in preparing and divesting subsidiaries and business units – from defining the perimeter to a standalone, saleable entity.

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

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 boardroom
AI-generated illustration

Structure

Share deal or asset deal

The structure affects tax, liability and the buyer universe. Commercial structuring is aligned with legal and tax review by separately mandated advisers.

Share deal

Sale of company shares

Shareholders
Shares in the company
Buyer
  • The buyer acquires the shares; the company continues to run its business
  • Contracts, rights and obligations generally remain with the company
  • Change-of-control clauses to be reviewed separately

Asset deal

Transfer of business assets

Company
Defined business assets
Buyer
  • In an asset deal, individual assets, rights and, where applicable, liabilities of a company are transferred.
  • Which components form part of the transaction is determined contractually.
  • In real estate transactions, these may include in particular land, buildings and related contractual relationships.

Process

From preparation to closing

  1. Step 01

    Analysis & valuation

    Business model and financials, 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

    Coordination of legal, tax and technical reviews by mandated specialists and commercial assessment of the findings.

  6. Step 06

    SPA & closing

    Commercial support on price mechanics and completion; mandated legal advisers handle legal drafting, warranties and indemnities.

Approach

International investors. Considered structures. Personal responsibility.

We combine access to international investors and capital partners with commercial structuring and financing expertise. We assess suitable partners by their strategic focus, financial capacity and their plans for the company's further development. The managing director personally accompanies your mandate. Fox Capital provides commercial advice and process coordination. Separately mandated, appropriately authorised advisers provide legal and tax advice. Financial services requiring authorisation are undertaken exclusively by appropriately authorised institutions; Fox Capital does not undertake regulated placement. Legal and tax matters are assessed under the applicable jurisdiction; German rules are not treated as Swiss rules.

Two business professionals shaking hands in an office
AI-generated illustration

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, undisclosed historical liabilities, and a management team with no perspective after closing.

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How do M&A and property transactions connect?

Property-related transactions use both share and asset deal structures. Which structure is appropriate depends in particular on the asset and corporate structure, tax implications, financing, liability and the buyer profile. The commercial transaction structure is aligned with legal documentation prepared by mandated legal advisers; tax advisers assess the tax implications.

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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

View documents

We provide these documents on request – send us a short message via the contact form and we will get back to you shortly.

Quick request

Send us a short message via the contact form – we will get back to you with the relevant documents.

M&A process handbook

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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.

Let us discuss your options.

Even if your decision is still open: a confidential conversation creates the space to clarify objectives, put alternatives in perspective and prepare the next steps.

Contact by email · Phone +49 69 66969 7777

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