Infrastructure fund structure optimization

Structural review and optimization for a €12B infrastructure investment platform operating across 15 European markets.

Financial Services Europe Structural Optimisation
2024 - 2025 18 months

Client Profile

Our client is a leading European infrastructure investment platform managing €12B in assets across renewable energy, transportation, and utilities sectors. The platform operates through a network of 23 special purpose vehicles (SPVs) across 15 European jurisdictions, including Germany, France, the Netherlands, Spain, Italy, Poland, and the Nordic countries.

Following a period of rapid expansion through acquisition, the client recognised that their legal entity structure had evolved organically, resulting in operational inefficiencies, elevated compliance costs, and potential exposure to unintended tax and regulatory risks.

The Challenge

The infrastructure platform faced several interconnected challenges:

  • Structural fragmentation: 23 SPVs with inconsistent holding layers, varying ownership percentages, and no unified governance framework across jurisdictions.
  • Compliance complexity: Multiple regulatory filings, inconsistent reporting standards, and duplicative compliance procedures across 15 jurisdictions.
  • Tax inefficiency: Suboptimal capital flow pathways creating €4.2M in annual withholding tax leakage and missed structure-level tax synergies.
  • Operational redundancy: Three separate fund administrators with inconsistent reporting, creating reconciliation challenges and operational risk.

Our Approach

We conducted a comprehensive structural diagnostic followed by a phased optimisation programme:

Phase 1: Diagnostic Assessment (3 months)

Mapped the complete legal entity structure, analysed intercompany agreements and capital flow pathways, reviewed regulatory filings across all jurisdictions, and identified tax leakage points through detailed withholding tax analysis.

Phase 2: Structural Design (4 months)

Developed a optimised holding structure reducing entities from 23 to 14, establishing a clear governance hierarchy, and implementing EU-parenting directive efficiencies. Designed capital flow optimisation reducing withholding tax exposure.

Phase 3: Implementation Support (8 months)

Managed the legal entity merger and liquidation process, coordinated with local counsel across 15 jurisdictions, implemented a unified fund administration framework, and established standardised reporting and compliance procedures.

Phase 4: Transition & Optimisation (3 months)

Completed entity rationalisation, transitioned to single fund administrator, and implemented ongoing governance framework with quarterly board reporting and annual structural review cadence.

Outcomes

39%
Reduction in legal entities
€4.2M
Annual tax savings
€1.8M
Annual compliance cost reduction
15
Jurisdictions consolidated under unified governance

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