BaFin approves for the first time unpaid equity commitment as a Tier 2 ancillary own-fund item, creating a cash-efficient alternative to group-internal own-fund financing
17 May 2024
VTG Aktiengesellschaft, one of the leading railcar leasing and rail logistics companies in Europe, has reached a significant milestone in its takeover of the NACCO Group. In July 2017, VTG signed an agreement with CIT Group on the purchase of NACCO Group. In spring of 2018, the German Federal Cartel Office and the Austrian Antitrust Authorities cleared the acquisition subject to the condition that the railcar leasing company NACCO must first divest around 30% of its business. The business to be sold comprises two NACCO subsidiaries in Germany and Luxembourg as well as related railcar lease contracts and about 4,400 railcars. NACCO has now signed agreements for the sale of these business activities. The purchasers are Wascosa AG, Lucerne (Switzerland), and Aves One AG, Hamburg. The railcar leasing company Wascosa will take over the operational leasing business. The listed Aves One will, as an investor and through a subsidiary, acquire the railcars. The competition authorities have already confirmed that the consortium of Wascosa and Aves One is an eligible purchaser from a competition law perspective. After completion of this divestment, VTG can acquire NACCO Group from CIT Group.
Hengeler Mueller advises VTG comprehensively on this transaction, which serves to fulfil the competition law conditions, as part of an integrated team with Slaughter and May in the UK and Bredin Prat in France. The Hengeler Mueller team was led by partners Daniela Favoccia (Frankfurt) and Sebastian Schneider (Berlin) (both Corporate/M&A) and included partners Alf-Henrik Bischke (Antitrust, Duesseldorf), Johannes Tieves (Financing, Frankfurt), Vera Jungkind (Data Protection, Duesseldorf), counsel Peter Dampf (Financing, Frankfurt), Markus Ernst (Tax, Munich) and Patrick H. Wilkening (IT/IP, Duesseldorf) as well as associates Katharina Hesse, Radmila Petrovic (both Corporate/M&A, Frankfurt), Maximilian Brambring, Marco Mâallem (both Corporate/M&A, Berlin), Tobias Bieber (Antitrust, Duesseldorf), Marius Marx (Tax, Frankfurt), Alla Drößler (Data Protection, Duesseldorf), Miriam Peter (Financing), Sebastian Heinrichs (Tax) (both Frankfurt).
The Slaughter and May team included partners Tim Boxell and Sarah Lee; the Bredin Prat team was led by partner Sophie Cornette de Saint Cyr.
