Corestate’s Acquisition of Aggregate Financial Services

White & Case LLP and BSP advised Corestate Capital Holding S.A. on the deal.

Corestate Capital Holding S.A. (CORESTATE), a leading independent investment manager for real estate in Europe, executed the acquisition of Aggregate Financial Services (AFS), a leading debt financing platform and fully licensed securities trading bank.

The transaction expands CORESTATE’s leading position in the real estate development financing market as well as the wider real estate sector. As part of this transaction, AFS founders and shareholders Sebastian Ernst and Johannes Märklin are appointed as members of CORESTATE’s management board and as members of the board of directors of Helvetic Financial Services.

The acquisition was conducted via a capital increase against contribution-in-kind of 8.5 million new shares plus an additional cash consideration of €5 million. Based on the closing price as of January 14, 2021 of €14.73 and with respect to the approximately €17 million net cash position based on the preliminary closing of 2020 accounts, the net purchase price is €113 million. Another 1.5 million new shares in CORESTATE will be issued as earn-out if AFS meets certain EBITDA thresholds over the next three years. The closing of the transaction is anticipated in the second quarter of 2021, following approval by the responsible supervisory authorities.

CORESTATE is an investment manager and co-investor with more than €28 billion in assets under management. As a fully integrated real estate platform, CORESTATE offers its customers combined expertise in investment and fund management as well as property management services. It is headquartered in Luxembourg and has 42 additional offices in, among others, Frankfurt, London, Paris, Madrid, Zurich and Amsterdam. The company employs around 800 people and is listed in the Prime Standard (SDAX) of the Frankfurt Stock Exchange.

AFS is a leading debt financing platform and fully licensed securities trading bank that was founded in 2018 and has grown rapidly. It has delivered more than €3 billion of real estate financing transactions on behalf of various institutional investors. AFS focuses on financing solutions for the entire real estate life cycle, such as acquisitions, developments, constructions and standing properties. It has a team of more than 20 highly specialised employees and a license under the German Banking Act for the issuing, proprietary trading and placement of financial instruments.

The White & Case team which advised Corestate on the transaction was led by partners Roger Kiem (Picture) and Andreas Lischka (both Frankfurt) and included partners Gernot Wagner, Frank Heuchemer and Bodo Bender (all Frankfurt), local partner Sebastian Pitz (Frankfurt) and associates Micha Gersdorf, Agmal Bahrami, Patrick Schoelles, Anna Dold, Marianna Frenkel, Sonja Sehr, Thies Schmitte (all Frankfurt) and Nico Frehse (Hamburg). CORESTATE’s in-house legal team was led by Daniel Loehken, Chief Legal & HR Officer and member of CORESTATE’s management board, and included Senior Legal Counsel Katharina Kneisel and Legal Counsel Patrick Ehrich.

The BSP team included Nuala Doyle (Picture, partner), Elzbieta Tumko (Senior Associate), Philippe Sadler (Associate).

Involved fees earner: Nuala Doyle – Bonn Steichen & Partners; Philippe Sadler – Bonn Steichen & Partners; Elzbieta Tumko – Bonn Steichen & Partners; Agmal Bahrami – White & Case; Bodo Bender – White & Case; Anna Dold – White & Case; Nico Frehse – White & Case; Marianna Frenkel – White & Case; Micha Gersdorf – White & Case; Frank-Karl Heuchemer – White & Case; Roger Kiem – White & Case; Andreas Lischka – White & Case; Sebastian Pitz – White & Case; Thies Schmitte – White & Case; Patrick Schölles – White & Case; Sonja Sehr – White & Case; Gernot Wagner – White & Case;

Law Firms: Bonn Steichen & Partners; White & Case;

Clients: Corestate Capital Holding SA;

Author: Naoual Sadouqi