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Case Overview

In 2023, LexBerg's real estate team acted for an international institutional investor on the acquisition of a portfolio of seven prime commercial properties in Frankfurt's banking district and surrounding commercial zones, with a combined transaction value of €120 million. The portfolio was being sold by a German open-ended real estate fund in the course of a partial restructuring, and was structured as a share deal involving the transfer of seven SPVs (special purpose vehicles) each holding a single property — a structure chosen to access the real estate transfer tax efficiency available under German law for qualifying share transactions.

The portfolio included two office towers, three mixed-use commercial buildings, and two logistics facilities on the Frankfurt city fringe. Several properties were fully let to financial sector tenants on long-term leases, while two carried significant vacancy and required repositioning assessment. The entire transaction was required to complete within a ten-week period driven by the fund's reporting cycle — a timeline that allowed no margin for sequential processing of the seven SPV chains.

LexBerg assembled a dedicated transaction team combining real estate, corporate, and tax lawyers who worked across all seven SPVs in parallel from day one, using a unified due diligence management system to track document review progress, flag issues, and escalate material findings to the client's investment committee in real time throughout the ten-week process.

Problem & Solution

Managing simultaneous due diligence across seven SPVs with separate ownership chains, lease portfolios, planning histories, and existing financing facilities required meticulous coordination and a structured escalation framework to ensure nothing material was missed under time pressure.

  • Legal due diligence across all seven SPVs reviewed over 2,400 documents including leases, planning permissions, environmental reports, service charge reconciliations, and historic financing records, identifying fourteen material issues for price or warranty negotiation.
  • Tax advice on the share deal structure reduced real estate transfer tax (Grunderwerbsteuer) exposure by approximately €3.2 million compared to a conventional asset deal — a structuring saving that materially improved the transaction's return profile.
  • The SPA was negotiated with detailed property-specific warranty and indemnity schedules protecting the client against latent defects in the two vacant properties and against potential tenant claims arising from disputed service charge calculations.
  • Existing financing on three properties was simultaneously discharged and a portfolio-level facility novated to accommodate the new ownership structure, coordinating with three separate lenders across parallel legal processes.
The Final Result

All seven SPV transfers completed simultaneously within the ten-week window, with the portfolio SPA signed and all closing conditions satisfied on a single completion date. The real estate transfer tax structure was confirmed by the relevant tax authorities without challenge. Two of the fourteen due diligence issues produced price reductions totalling €4.7 million, and a further three were addressed through specific indemnities from the vendor. The two vacant properties have since been repositioned under LexBerg's ongoing lease advisory support and are now substantially let, materially improving the portfolio's income profile for the client.

Case Details
Clients
Al-Rashidi Investments
Category
Real Estate Law
Date
November 28, 2022
Location
Frankfurt am Main

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