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The seller and the lessee in this transaction were both international groups operating in the same industry. The buy-and-lease structure was implemented by means of a share deal, i.e. the properties were not bought directly but through the purchase of companies who were the owners of the property. The purchaser of the shares was a special purpose company owned by the LHI group. In addition to structuring the project, LHI was also allotted responsibility for all the subsequent project phases, from the start-up and implementation of the project through to the signature of the contract. Finally, LHI also took over the long-term administration of the special purpose companies. The aims of those involved were not identical. The lessee and the seller had different interests and it was important for both to fit in as well as possible with the structure. For this reason LHI began by conducting a commercial, legal and fiscal due diligence. Then the value of the properties was established with the assistance of our fair market value tool. Our lawyers developed a suitable contract together with tax and legal experts. As part of the share purchase which was prepared in this way the shares were purchased indirectly by several German and international special purpose companies. The keystone of the structure was an extremely complex calculation which assures the size of the rent and an advantageous solution for all parties involved. Based on our model for the calculation of current and future fair market values, the auditing companies approved the conformity to IFRS of the operate-lease structure. |
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