Tax Structuring for M&A Transactions
Our team has extensive experience providing transactional tax advice to private equity sponsors and corporate clients (buyers and sellers) in M&A transactions, ranging from those in the mid-cap segment to large transactions with values exceeding €1B. The Frankfurt tax team regularly advises on LBO transactions, formation and dissolution of joint ventures, acquisition of stakes in publicly listed companies, real estate portfolio transactions, recapitalizations, investments in growth businesses and infrastructure projects, and financial restructurings arising out of distressed situations (debt equity swaps, debt buy-backs, and debt asset swaps, among others).
Our services include the development and implementation of tax-efficient acquisition structures and management equity participations, tax review of investment models, preparation or review of funds-flow statements, and development and implementation of post-closing integration measures.
Tax Advice for National and International Corporate Clients
Our tax attorneys are renowned for advising large domestic and international corporate clients on a wide array of corporate tax matters. Our clients, which include mid-size companies and large corporations listed on the NYSE and Frankfurt Stock Exchange, rely not only on our technical experience, but also our client-focused dedication to developing and implementing innovative and practical solutions.
We are routinely sought to provide advice on reorganizations, corporate tax matters, group taxation, real estate transfer tax planning, tax audits, national and international tax planning (both inbound and outbound), transfer pricing planning, relocation of businesses and companies, EU law and double tax treaty matters, and tax reporting under FIN 48. We also assist with negotiations with tax authorities and the rendering of tax opinions.
Tax Advice in Relation to Capital Markets and Debt Finance Transactions
The tax team in Frankfurt provides comprehensive tax advice with respect to IPOs, capital increases, and other capital markets (equity) transactions. We also assist with the preparation of tax information for prospectuses, the structuring of (publicly traded) equity linked instruments, the buyback of shares hybrid and mezzanine financings, and the restructuring of debt finance agreements, including debt equity swaps and debt buybacks.
Selected Significant Matters
Corporate M&As, Private Equity, and Other Transactions
Our clients include leading private equity funds, large financial institutions, and multinational corporate clients listed on the Frankfurt Stock Exchange and New York Stock Exchange. Important transactions and projects include:
- Commerzbank AG in its role as the largest lender in the five bank consortium mid-term financing plan for the Schaeffler Group
- Salzgitter AG on its convertible bonds issue
- The State of North Rhine-Westphalia on the sale of its residential and development portfolio company Landeentwicklungsgesellschaft (LEG) to Goldman Sachs/Whitehall
- 3i on the acquisition of Scandlines
- Bank syndicate led by Commerzbank and Morgan Stanley on the rights issue of Rhön-Klinikum AG
- Labco/3i on the acquisition of Medivision laboratory group
- Argantis on the acquisition of W.I.S
- 3i on the sale of Wendt Group
- Fortress on the acquisition of publicly listed Grundstücks- und Baugesellschaft AG Heidenheim
- The State of North Rhine-Westphalia in its formation of a public service development company
- WIS group on post-closing internal reorganizations
- YOC AG on its move from the Entry Standard to the Prime Standard
- Intrinergy on its acquisition of CompacTec
- Access Industries on the acquisition of Basell*
- Trition on the acquisition of publicly listed Kampa AG*
- Candover on the acquisition of publicly listed Linos AG*
- Greenfield Online Inc. on the acquisition of publicly listed Ciao AG*
- Barclays Global Investors on the acquisition of Indexchange*
* Transactions advised on before joining Willkie Farr & Gallagher LLP