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Case Study 3

Private Equity Carve‑Out
(EUR 480m)

European listed conglomerate divesting a
non‑core industrial division (~EUR 480m EV).

Objectives

  • Execute carve‑out within 9 months with clean separation from parent.
     

  • Secure buy‑side syndicate financing (family offices + PE consortium).
     

  • Optimize tax, financing flows and governance; protect against disclosure risk.
     

  • Design 5‑year value‑creation plan with IPO/secondary optionality.

Structuring & Solutions

  1. Luxembourg HoldCo as apex; downstream DIFC SPV for MENA operations and Swiss SPV for EU equity.
     

  2. Capital classes engineered: A (sponsor control), B (co‑investors), C (management incentive plan).
     

  3. Acquisition financing stack: Senior bank debt, mezzanine convertibles and equity co‑invest sleeves.
     

  4. Transfer pricing protocols; Master service agreements with parent for transition services post‑close.
     

  5. Governance framework: Supervisory board, audit committee, KPI dashboards; internal control remediation plan.
     

  6. Tax/regulatory hygiene: BEPS conformity, DAC6 filings, Swiss/EU certificates and substance tests.

Outcomes

  • Carve‑out closed in 9 months with zero remediation.
     

  • Syndicate onboarded via institutional bank packs (4 family offices + 1 PE fund).
     

  • Structural leakage reduced by ~25%; blended financing cost <6.5%.
     

  • Management equity plan aligned and retention secured; IPO‑ready structure with EU/UAE exit optionality.

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