Private Equity & Venture Capital
Our Private Equity team advises financial sponsors on large- and mid-cap transactions as well as the cross-border structuring of investment funds.
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PE projects per yearIn-depth market knowledge providing tailored solutions for the most complex transactions
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multidisciplinary lawyers in the private equity space with M&A, debt & equity finance and tax structuring know-how. Sector experience includes health, digital, telecoms, media and energy.
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VC/growth practice(Chambers Europe 2023, Legal 500 2023, JUVE 2022)
Our dedicated private equity practice brings together our entire M&A, debt financing, capital markets and tax structuring offerings, complemented by the sector-specific knowledge relevant to your deal. This puts us in a position to make a tangible contribution to our clients’ investment and value-creation strategies. It is also why our private equity clients seek our outstanding depth and breadth of experience for their most challenging and complex transactions and projects.
Our services
Leveraged, secondary and tertiary buy-outs
- Competitive auctions
- Dual- & triple-track exits
- Spin-offs and carve-outs
- Implementing buy-and-build and platform strategies
- Public takeovers, including public-to-privates
- Acquisition structuring (including tax structure paper)
- Investment structuring (focusing on the implementation of growth strategies and exit control) and implementing co-investment schemes
- Acquisition finance by debt funds and banks
- Legal, tax, financial due diligence
- Application of warranty and indemnity insurance solutions
Growth capital investments from early stage to IPO
- Growth financing, equity financing
- Implementation of platform structures and international roll-outs
- Investment structuring
- Venture debt
- Co-investment and management incentive schemes
Reorganisations, special situations, distressed M&A
- Acquiring and disposing of distressed business prior to (e.g. double-sided trust agreement structures) or in insolvency
- Acquisition of debt portfolios
- Acquisitions on the basis of an insolvency plan (Insolvenzplanverfahren)
- Implementing and defending of debt-to-own strategies
- Corporate restructuring under the German STARUG scheme
Integrated regulatory advice
- Foreign trade law
- Merger control as well as horizontal and vertical antitrust and competition law
- Subsidy and state aid law
- Supervisory law (German Capital Investment Act, German Banking Act, German Act on the Supervision of Securities Issuing Institutions, German Insurance Supervision Act)
- Advising on regulated industries such as healthcare, energy, financial sector, defence (aviation and rail), transport and other infrastructure
Integrated tax advice
- Sell-side pre-exit structuring
- Acquisition structuring (tax structure paper)
- Co-investor programmes
- Post-acquisition tax optimisation
- Tax-efficient exits and profit repatriation
Rolling out business models (domestically and internationally)
- Building up and developing portfolio companies
- Implementing internationalisation strategies
- Post-merger integration
- Expanding or restructuring production capacities
- Setting up and expanding distribution channels (e.g. franchise, e-commerce and social media)
- Consolidating competitive situations
Exits/disinvestments: recaps, trade sales, IPOs, dual track, triple track
- Exit preparation including pre-exit due diligence or pre-exit tax structuring
- Implementing competitive bidding processes, including W&I processes
- Preparing and structuring IPO processes (“IPO readiness”) with investment banks, prospectus creation, etc.
- Changes in legal form and adapting corporate governance structures with regard to capital markets viability
- Preparing fact books/vendor due diligence reports
- Stapled finance
- Preparing, negotiating and consummating divestment processes
Structuring investment funds and advising on alternative investment schemes
- Structuring and setting up investment funds
- Structuring co-investment vehicles and deal-by-deal structures
- Structuring of carry schemes
- Investor process, including sales requirements
- Advising on supervisory law (German Capital Investment Act, German Banking Act, German Insurance Supervision Act)
- Ongoing fund administration and tax compliance (booking keeping, accounts preparation, tax declarations, advice on tax assessments)
- Investor investments, fund due diligences, side letter negotiations and MFN processes
Selected projects
Private equity transactions
- J. C. Flowers
Advising on an acquisition of an interest in HSH Nordbank and other investments - KPS Capital
Advising on the company’s acquisitions of Real Alloy, Norsk Hydro and other deals - Auctus
Advising on the sale of PharmaLex to US pharmaceutical wholesaler AmerisourceBergen - KKR
Advising on the acquisition of Leonine, including Tele München Gruppe (TMG), Universum Film and other entities - Bridgepoint
Advising on the acquisitions of Bike24, cruise advisor company Kreuzfahrtberater.de and LanguageWire - Brookfield
Advising on the takeover of alstria office REIT-AG - UniCredit
Advising on UBC’s PE portfolio and structuring its holding in the investment and asset management platform SwanCap - Exact/KKR
Advising on the acquisition of weclapp SE - Emeram Capital
Advising on the acquisition of ]init[ AG and the sale of the holding to Gilde-Buy Out and other deals - Ergon Capital
Advising on the acquisition of the Fair Doctors Group - Bregal
Advising on the acquisition of Theobald Software GmbH, RelineEurope AG and other transactions - Cellex
Advising on an investment by Blackstone Life Sciences - Deutsche Private Equity
Advising DPE on the acquisition of the Air Alliance Group, the Sill Optics Group and other transactions
Private equity and capital markets
- Jumia
Advising Africa’s largest E-commerce provider on its IPO on the NYSE - Mister Spex
Advising investors on the IPO of chain of opticians Mister Spex on the Frankfurt Stock Exchange - Trivago
Advising hotel search engine company trivago and its shareholders during the IPO on the NASDAQ - Rocket Internet
Advising the holding company on its delisting from the MDAX - Delivery Hero
Advising in connection with the company’s IPO on the Frankfurt Stock Exchange - Global Fashion Group
Advising the group on its IPO on the Frankfurt Stock Exchange - HelloFresh
Advising the meal-kit company on its IPO on the Frankfurt Stock Exchange
Private equity and restructuring
- AEQUITA
Advising on the acquisition of IFA Holding and other transactions - ALTERI Investors
Providing regular advice on various transactions - A.T.U.
Advising the company and assisting in the restructuring of ATU Group in the course of the sale by Centerbridge and Goldman Sachs to Mobivia Groupe - Cheyne Capital
Advising on coronavirus crisis financing at CBR Fashion and other matters - Gotion High-Tech
Acquisition of Robert Bosch Aftermarket Solutions - Härter-Gruppe
Advising the lenders on the reorganisation and sale of the German tool and parts manufacturer - Maredo
Assisting the restaurant chain in out-of-court and Covid-19-related restructuring during insolvency plan proceedings - Nanogate
Assisting in the sale of the plastic manufacturer’s core business by way of reorganisation and transfer to the US Techniplas Group - Oaktree/Anchorage
Debt restructuring and sale of Bavaria Yachtbau - Rheinfelden
Assisting in the sale of the insolvent group to the Russian aluminium manufacturer RUSAL by way of an asset deal - Sandton Capital Partners
Restructuring and sale of Neschen AG - Thomas Cook
Coordinating the pre-insolvency restructuring negotiations and partial sale of the business on behalf of German insolvency administrator - Tom Tailor
Advising Fosun during the out-of-court reorganisation and refinancing of the fashion company - Westron Automotive
Assisting in the acquisition of a majority interest in automotive systems supplier Allgaier Werke GmbH - Wirecard
Advising the insolvency administrator inter alia on the sale of Wirecard North America Inc. to financial holding company Syncapay Inc. held by Centerbridge, among others
Growth capital transactions
- Adjust
Advising the mobile measurement partner on all equity financings and its sale to AppLovin - Deposit Solutions
Advising the investment platform on its merger with Raisin - Dragoneer
Advising on the growth stage financing round for Neobank N26 - Disruptive Technologies
Coordinating the venture capital fund’s investment in finway - Capital 49
Coordinating the venture capital fund’s investment in finway - Casa Verde
Assisting in the Series B funding round of Cansativa - GetSafe
Advising in the context of various financing rounds - GFC
Assisting in the Series E funding round of HR software provider Personio - Global Founders Capital / Rocket Internet
Advising in the context of various equity financings - H2Mobility
Advising on a financing round and the entry of Clean H2 Infra Fund - HeyCar
Advising on investments by Renault in 2022 and in previous years by Volkswagen, Daimler and Allianz - Lazada
Advising on the takeover of the shopping portal by Alibaba - McMakler
Assisting the estate agency in its corporate reorganisation and financing round - PICUS Capital
Advising on numerous pre-seed investments in start-up companies - ppro
Assisting the digital payment specialist in the takeover of Alpha Fintech - Quiet
Assisting Quiet Capital in a Series A investment in platform provider Humanitec - Viola Credit
Advising on the venture debt financing of Everstores
“Noerr demonstrates unique expertise in advising on mid- and large-cap investments as well as buy-out transactions.”
Legal 500, 2022Insights
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“The firm is committed to always going the extra mile for its clients and to resolving complex matters with the perfect mix of experience, excellence and sound judgement.”
Chambers 2022
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