Finance Monthly Deal Maker Awards 2024. GERMANY Dr. Hermann, given your firm’s comprehensive advisory services on all variants of real estate transactions, including asset deals, share deals, and sale and leaseback transactions, could you share a standout experience that highlights your team’s expertise in handling complex properties like shopping centres and hotels? Very much so. The transaction involved legal advice on the buyer’s side for the acquisition of a shopping centre and an adjacent hotel. Both properties were strategically located but posed a number of challenges due to long-term leases, complex operating structures and regulatory requirements. It was also unclear at the beginning whether the transaction should be realised as an asset or share deal. One challenge was the complex lease structures and operational interdependencies: the shopping centre had various tenants with different terms and conditions, including some long-term leases that required special attention. The hotel was part of an international franchise and was subject to specific franchise agreements that had to be taken into account in the transaction. Both properties were subject to strict building and environmental regulations, which had to be analysed in detail and taken into account in the transaction planning. Our team carried out a comprehensive due diligence process covering legal, financial, technical and environmental aspects to obtain a complete picture of the risks and potential of both properties. Due to the complexity of the transaction, the team opted for a structuring that included asset deals for certain parts of the shopping centre as well as share deals for the hotel and other parts of the property. This mixed strategy enabled the tax burden and regulatory requirements to be optimised. The team negotiated intensively on guarantees and exemptions in order to minimise the risk for the investor group. In particular, this included aspects resulting from the long-term leases and franchise agreements. Together with our manager and his tax advisors, the team developed a long-term operating concept that ensured both the ongoing attractiveness of the shopping centre and the profitability of the hotel. This included strategies for tenant retention and acquisition as well as increasing operational efficiency. The transaction was successfully completed, and the investor group was able to integrate the shopping centre and hotel into its portfolio. Thanks to careful planning and comprehensive due diligence, the team was able to minimise the risks associated with the transaction and ensure a smooth transition to the new operating structures. This example underlines the importance of a comprehensive and strategic approach to complex property transactions. The combination of thorough preparation, detailed due diligence and innovative transaction structuring is crucial to ensure the success of such endeavours. With the firm’s emphasis on ensuring clients have a dedicated partner to lead their transaction, how has this approach enhanced the efficiency and outcomes of the deals you manage? A dedicated contact person ensures a direct and uncomplicated line of communication between the client and the firm. This reduces misunderstandings and ensures that information can be exchanged quickly and efficiently. Clients feel better informed and involved, which strengthens the relationship of trust. Through continuous support, the contact person gets to know the client’s specific needs, goals and preferences in detail. This enables tailored advice that increases the chances of a successful transaction while minimising risks. “Our team carried out a comprehensive due diligence process covering legal, financial, technical and environmental aspects to obtain a complete picture of the risks and potential of both properties.” 9
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