Real estate holding company restructure

Comprehensive restructuring of a €8B institutional real estate group with operations across 12 European jurisdictions.

Real Estate Europe Structural Optimisation
2024 12 months

Client Profile

Our client is an institutional real estate investment manager and developer with a €8B portfolio spanning commercial, residential, and logistics properties across 12 European countries. The portfolio includes office buildings in major European capitals, logistics parks in strategic distribution corridors, and residential developments in high-growth urban areas.

The group had grown through a series of acquisitions and joint ventures over 15 years, resulting in a complex legal entity structure with inconsistent governance, overlapping holding companies, and inefficient capital flow pathways that had become a significant operational burden.

The Challenge

The real estate group faced several structural challenges requiring comprehensive intervention:

  • Holding company complexity: 32 legal entities with 8 intermediate holding layers, creating operational complexity and elevated administration costs averaging €3.2M annually.
  • Joint venture misalignment: 14 joint venture structures with 8 different co-investors, each with different governance requirements, reporting standards, and decision-making protocols.
  • Capital flow inefficiency: Complex intercompany loan structures and suboptimal dividend distribution pathways resulting in €6.5M annual carrying costs and tax leakage of €2.1M.
  • Governance gaps: Inconsistent board composition, decision-making authority unclear across 12 jurisdictions, and no unified risk management framework for the consolidated portfolio.

Our Approach

We designed and executed a comprehensive restructuring programme:

Phase 1: Structural Diagnostic (2 months)

Mapped complete legal entity structure, analysed intercompany arrangements and capital flow pathways, reviewed joint venture agreements, and assessed governance frameworks across all 12 jurisdictions. Developed detailed restructuring business case.

Phase 2: Restructuring Design (3 months)

Designed simplified holding structure reducing entities from 32 to 18, consolidating holding layers from 8 to 3, and standardising joint venture governance through master agreement negotiations with all co-investors.

Phase 3: Execution (5 months)

Coordinated entity mergers, liquidations, and transfers across Germany, France, Netherlands, UK, Spain, Italy, Poland, and Nordics. Negotiated revised joint venture agreements with 8 co-investors, implemented unified capital call and distribution procedures.

Phase 4: Governance Implementation (2 months)

Established unified board structure with clear delegation of authority matrix, implemented group-wide risk management framework, and developed consolidated reporting and compliance procedures across all jurisdictions.

Outcomes

44%
Reduction in legal entities
€3.2M
Annual administration cost savings
€2.1M
Annual tax efficiency gains
8
Co-investors consolidated under unified governance

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