International law firm Clifford Chance has advised EPISO 5 opportunistic fund, a fund advised by pan-European investor Tristan Capital Partners, on the EUR 1.0 billion acquisition of 100 percent of the non-listed real estate portfolio controlled by Israeli company Summit Real Estate Holdings Ltd. As part of the proprietary/bilateral transaction, EPISO 5 also acquires 77 percent of the listed GxP German Properties AG platform of which Summit is the majority shareholder. The total transaction comprises 69 assets, located across key markets in Germany. The transaction is subject to customary closing conditions including merger control clearance.
The large, diversified real estate portfolio is comprised of a total of around 631,000 square metres, of which around 60 percent is office space, 30 percent is warehouse/industrial space and the remainder is made up of necessity-led retail parks and mixed-use assets. The assets are strategically located in and around Germany’s ‘Top 7’ cities and strong B locations. The portfolio will be co-managed by an experienced team of local operating partners, including DWRE, Rockspire and Sonar.
Following the acquisition of the Summit assets, EPISO 5 is considering making a voluntary public offer to acquire all the remaining shares outstanding in GxP German Properties AG at a cash consideration of EUR 5 per share to provide the existing shareholders with liquidity before a potential de-listing. A final decision on whether to launch a voluntary public offer, the offer price and the potential de-listing has not been made yet.
Tristan Capital Partners is an independent London-based investment management boutique specialising in real estate investment strategies across the UK and Continental Europe. Clifford Chance has advised Tristan on several recent major transactions in the German real estate market, for example on the acquisition of the Selection Real Estate portfolio with seven office properties in in Munich, Berlin, Hamburg, Düsseldorf, Frankfurt and Cologne in September 2020.
Clifford Chance Real Estate partner Philipp Stoecker comments: “The real estate market is picking up speed again. We see increasing interest by foreign investors in real estate transactions in Germany and are very proud to have advised Tristan on this huge and complex transaction.”
The Clifford Chance team advising Tristan on the acquisition and the financing of this transaction comprised a Real Estate core team with partner Philipp Stoecker, who also led the overall transaction, partner Christian Keilich, associates Dominik Rauchenberger, Ahmad Zaheri and Tatjana Bougargour, transaction lawyers Franziska Ernst and Birgit Seyfert as well as legal support assistant Sabrina Becker (all Real Estate, Frankfurt), a Corporate core team with partners Stefan Bruder and Markus Stephanblome (both Frankfurt), counsel Dominik Heß (Düsseldorf), senior associate Margret Bootz-Hagen and senior transaction lawyer Carina Soesanto (both Frankfurt, all Corporate) as well as a Finance core team with partner Christof Häfner (Frankfurt), senior associate Christian Cranmore (Munich), associate Birte Hüller (Düsseldorf) and senior transaction lawyer Sonja Lukner (Frankfurt, all Finance). Partner Ines Keitel and counsel Christopher Fischer (both Employment Law, Frankfurt), partner Dimitri Slobodenjuk and senior associate Anne Filzmoser (both Antitrust, Düsseldorf) as well as further lawyers from Clifford Chance’s offices in Germany and Luxembourg also advised on the transaction.
