Structured Real Estate Transactions.

Asset deal

In an asset deal the specifically defined assets are acquired. This allows the transaction perimeter to be delineated precisely, while transfer requirements for land and, where applicable, further contracts and assets must be observed. Real estate transfer tax generally applies to the purchase price and each asset is re-registered individually.

• ›Clearly defined transaction perimeter
• ›New depreciation base for the depreciable components
• ›Real estate transfer tax generally on the purchase price

Share deal

The shares in the property company change hands. Existing contractual relationships generally remain with the target company. However, material agreements – particularly financing arrangements as well as lease, operator or joint venture contracts – must be reviewed for change-of-control provisions, consent requirements, termination rights and mandatory prepayment provisions. On the buy side a share deal therefore regularly requires broader corporate, tax and financing due diligence.

• ›Existing contracts generally remain with the company
• ›Change-of-control and consent requirements to be reviewed
• ›Existing financing does not transfer automatically
• ›Corporate and tax due diligence required
• ›Historic risks and liabilities to be considered

Off-market transaction

A discreet sale to a pre-qualified circle of buyers with no public marketing. A focused off-market process can move faster than a broad bidding process where documentation is prepared and the parties are able to decide. The actual timeline depends in particular on due diligence, financing, contract negotiations and any consents required.

• ›No market signal, no rumours
• ›Two to five vetted addressees
• ›Compact process where preparation is complete

Structured bidding process

A staged process with teaser, information memorandum, indicative and binding offers. It creates price competition and makes each bidder's funding certainty comparable.

• ›Clear rules and deadlines
• ›Indicative and binding rounds
• ›Price and execution certainty compared

Forward deal

Sale of a development before completion – as forward funding (buyer funds construction) or forward purchase (price paid on handover). Exit certainty for the developer, pipeline for the investor.

• ›Exit secured before construction starts
• ›Cost and completion guarantees
• ›Milestone-based payments

Sale-and-lease-back

An owner-occupier sells the property and leases it back long term. Releases capital from the balance sheet without giving up the location – lease quality drives the price.

• ›Liquidity without relocation
• ›10–20 year terms are standard
• ›Tenant credit quality drives the yield

Portfolio & block sale

Several assets bundled into one package for institutional buyers. Lower transaction costs per unit and granular holdings become investable for funds.

• ›One contract instead of many
• ›Assess portfolio premium or discount
• ›Exclude cherry-picking contractually

Joint venture & partial sale

A partial sale to a capital partner instead of a full exit. The seller stays exposed to the upside while bringing equity and expertise on board.

• ›Governance and waterfall fixed upfront
• ›Exit mechanics incl. call/put
• ›Typically 50/50 to 90/10

Distressed & restructuring sale

Disposal under time pressure after a covenant breach, construction halt or near-insolvency. A clean data room, aligned lenders and buyers without financing conditions decide the outcome.

• ›Alignment with the lending bank
• ›Buyers with committed equity
• ›Tight timeline, clear communication

High-street retail, Hesse

Off-market sale of a mixed-use property to a family office – exclusive process, four weeks to signing.

Residential portfolio, NRW

Structured bidding process for 340 units including a value-add concept for the buyer.

Logistics development

Forward funding for a new-build logistics asset with a secured institutional exit.

Hotel, southern Germany

Operator search and lease restructuring ahead of the disposal to a specialist investor.

Project development, Frankfurt

Mezzanine tranche plus senior refinancing during the construction phase.

Care home portfolio

Share deal with a healthcare investor including operator due diligence.