Rockspring Property Investment Managers LLP has brought together Rockspring’s German Retail Box Fund, a Dutch pension fund and a Belgian insurance group as investors to acquire a portfolio 23 large, out of town, food-anchored big box retail parks in Germany in a share deal. The transaction was one of the largest food-anchored retail real estate transactions in Germany of the last years.

Seven of the properties are leased to real,-, a food chain belonging to the Metro Group. The other properties are leased to other food retailers like Edeka, Rewe, Kaufland or to DIY stores. The portfolio, which is located overwhelmingly in western Germany, has a total lettable area of 275,000 sqm and yields an annual rent of ca. EUR 28 million. The joint venture acquired the portfolio from Capital & Regional and from a real estate fund managed by Ares. The portfolio was refinanced in its entirety with Helaba Landesbank Hessen-Thüringen.

Nabarro LLP, GSK Stockmann + Kollegen’s London based Broadlaw Group partner firm, took the lead advising on the formation of the joint venture as well as on the indirect acquisition of the portfolio under English law. GSK Stockmann + Kollegen advised Rockspring on the corporate and structuring aspects of the transaction under German law, in particular the very complex contractual agreements on the joint venture and the indirect and direct acquisition of the 23 German limited partnerships which hold the portfolio. GSK Stockmann + Kollegen further rendered advice on the contracts’ tax aspects, on ensuring the compliance of the acquisition structure with the German financial regulatory requirements, as well as on the German merger control clearance and on the completion of the transaction in Germany, including the restructuring of all partnership agreements under German law.


Advisors to Rockspring:

GSK STOCKMANN + KOLLEGEN: Jennifer Bierly, Dr. Michael Stobbe (both corporate), Dr. Petra Eckl (tax), Wolfgang Jegodka (merger control), Dr. Oliver Glück (regulatory), Associates: Jana Schlimgen (corporate), Dominik Berka (tax)

NABARRO LLP, London: Darren Stolzenberg (joint venture), Deborah Lloyd (SPA negotiations), Nick Burt (tax), Associates: Ben Price, William Lawrence, Nikita Arora (tax)