The seller was the sole member of an enterprise active in the car wash business, which was operated in the legal form of a partnership (GmbH & Co. KG). The partnership was organized as a so-called unitary partnership (Einheitsgesellschaft), according to which the sole shareholder of the general partner organzied as GmbH was the GmbH & Co. KG . The object of the transfer was thus the interest in the limited partnership (GmbH & Co. KG) .
Hofmann Klafsky & Fertig advised the seller in connection with the sale of the interest in the partnership. In the course of the sale process, besides the drafting of the Share and Purchae Agreement (SPA) from a tax perspective we particularly worked out structural considerations regarding the transaction structure, since in addition to the settlement of the capital accounts of GmbH & Co. KG, various refinancing measures were necessary in order to replace existing financing at the level of the company (overall balance sheet, Gesamthandsbilanz) and the seller (special balance sheet, Sonderbilanz). We worked together with a team of corporate lawyers, who handled the legal part of the transaction.