Tristan’s EUR 1.0 Billion Acquisition Of Summit Real Estate Portfolio In Germany

Clifford Chance has advised EPISO 5 opportunistic fund on the deal, while White & Case LLP has advised Summit Group.

EPISO 5 opportunistic fund, a fund advised by pan-European investor Tristan Capital Partners, executed 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.

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 (Picture), 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.

The White & Case team which advised Summit Group on the transaction was co-led by partners Andreas Lischka, Roger Kiem and Gernot Wagner (all Frankfurt) and included partners Rebecca Emory, Bodo Bender, Sebastién Seele, Rostyslav Telyatnykov, Tomislav Vrabec (all Frankfurt), Stefan Bressler (Frankfurt & Hamburg) and Tilman Kuhn (Düsseldorf), local partners Patricia Galts and Jochen Hoerth (both Frankfurt) and associates Sandra D’Ascenzo, Anne-Sophie von Koester, Marco Siemers, Jan Lampert, Sina Reck, Micha Gersdorf, Patrick Schoelles, Nane Juetting, Heinrich Nemeczek, Lukas Hackmann and Markus Fischer (all Frankfurt).

Involved fees earner: Margret Bootz-Hagen – Clifford Chance; Tatjana Bougargour – Clifford Chance; Stefan Bruder – Clifford Chance; Christian Cranmore – Clifford Chance; Franziska Ernst – Clifford Chance; Anne Filzmoser – Clifford Chance; Christopher Fischer – Clifford Chance; Christof Häfner – Clifford Chance; Dominik Heß – Clifford Chance; Birte Hüller – Clifford Chance; Christian Keilich – Clifford Chance; Ines Keitel – Clifford Chance; Sonja Lukner – Clifford Chance; Dominik Rauchenberger – Clifford Chance; Birgit Seyfert – Clifford Chance; Dimitri Slobodenjuk – Clifford Chance; Carina Soesanto – Clifford Chance; Markus Stephanblome – Clifford Chance; Philipp Stoecker – Clifford Chance; Ahmad Zaheri – Clifford Chance; Bodo Bender – White & Case; Stefan Bressler – White & Case; Sandra D’Ascenzo – White & Case; Markus Fischer – White & Case; Patricia Galts – White & Case; Micha Gersdorf – White & Case; Lukas Hackmann – White & Case; Jochen Hoerth – White & Case; Nane Jütting – White & Case; Roger Kiem – White & Case; Tilman Kuhn – White & Case; Jan Lampert – White & Case; Andreas Lischka – White & Case; Heinrich Nemeczek – White & Case; Sina Reck – White & Case; Patrick Schölles – White & Case; Sébastien Seele – White & Case; Rostyslav Telyatnykov – White & Case; Anne-Sophie von Koester – White & Case; Tomislav Vrabec – White & Case; Gernot Wagner – White & Case;

Law Firms: Clifford Chance; White & Case;

Clients: Summit Properties; Tristan Capital Partners;

Author: Federica Tiefenthaler