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CMS advises capiton on Germany's first GP-led Single-Asset Secondary Transaction

06/12/2019

Berlin – capiton has transferred its majority stake in KD Pharma Group from the capiton IV fund which has held the shares since the acquisition in 2013 to a single-asset fund established by capiton specifically for this purpose. The KD Pharma Group is one of the world's largest producer of omega-3 fatty acids used in medicines and dietary supplements and covers almost the entire value chain.

The transaction is Germany's first GP-led Single-Asset Secondary Transaction. New investors were involved as part of a bidding process. The previous investors had the choice of either selling all or a part of their stake or remaining invested in the new fund. As part of the Secondary Transaction, there was a comprehensive restructuring of the participations in KD Pharma-Group involving more than 50 parties from seven countries as well as the financing banks of the KD Pharma-Group.

In preparation of the transaction, CMS Germany has performed an international legal vendor due diligence covering a total of six jurisdictions. Besides CMS Germany, other CMS offices from Switzerland, the Netherlands and Luxembourg, the Norwegian WLG partner law firm Schjødt and the US law firm Mintz were involved in the legal vendor due diligence. Furthermore, the debt financing of the KD Pharma Group was restructured internationally prior to the transaction.

This transaction marks capiton's success in retaining the promising KD Pharma-Group in its portfolio for the long term, enabling previous investors to exit if they wish while at the same time securing the implementation of the strong growth planning for the coming years by taking on new and old investors. 
The parties have agreed to keep the details of the transaction confidential.

A team of CMS lawyers headed by Partners Dr. Eva Annett Grigoleit and Dr. Igor Stenzel and Counsel Patrick Lühr were part of the group of international advisors mandated by capiton for this highly complex private equity transaction. Besides the coordination and implementation of the legal vendor due diligence and the comprehensive refinancing, the focus of CMS Germany's work was the creation of the legal prerequisites for the transfer of the KD Pharma Group to the new Single-Asset Fund and the implementation of such transfer.

capiton AG, with its seat in Berlin, is an independent, owner-led private equity company, which supports established medium-size enterprises as equity investors in the context of growth financings and management buy-outs. The capiton investment portfolio currently comprises eleven medium-sized companies. The company manages a total fund volume of over one billion euros. 

For many years, CMS has regularly advised capiton on the acquisition and sale of portfolio companies. The same CMS team was already involved in the initial acquisition of KD Pharma Group by the fund which has now transferred its shares to the new Single-Asset Fund.

CMS Germany

Dr Eva Annett Grigoleit, Lead Partner
Dr Igor Stenzel, Lead Partner 
Ralf Kurney, Partner
Patrick M. Lühr, Counsel
Steffen König, Counsel
Vera Wahl, Associate
Fabian Mayer, Associate
Birgit Wagner, Senior Legal Consultant
Fazila Ahmad, Legal Consultant
Dr Hanna Heimrath, Research Associate, all Corporate/M&A
Dr Markus Pfaff, Partner
Dr Jens Moraht, Partner
Christopher Heckel, Associate
Hatice Akyel, Associate
Anne Neumann, Senior Legal Consultant, all Banking & Finance 
Dr Rolf Hempel, Partner
Martin Cholewa, Senior Associate, both Competition & EU
Prof. Dr Winfried Bullinger, Partner
Stefan Lüft, Partner
Benedicta von Rauch, Associate, all IP/Patents
Dr Roland Wiring, Partner
Tina-Katharina Wulff, Senior Associate, both Regulatory
Dr Winfried Schnepp, Partner
Dr Alexander Hoffmann, Senior Associate, both Insurance
Phillip Bubinger, Senior Associate, Commercial
Alexander Borchers, Senior Legal Consultant, Real Estate

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