Pre-sale restructure ahead of a €180M European exit

The brief

A founder owned three operating companies directly — France, Germany and Poland — and had signed a non-binding term sheet with a US strategic buyer. There was no holding company, so the buyer was facing three separate share purchases, three sets of warranties and three withholding analyses. The founder was personally resident in a high-rate jurisdiction.

• Nine weeks to signing; the reorganisation could not delay the deal or spook the buyer.
• Any new holding company had to satisfy a 12-month holding requirement or accept that the exemption would not apply to it.
• The founder's personal residency change had to be real and completed before signing, not backdated.
• Existing employee option holders had to roll into the new structure without a taxable event.

How it was built, in order

1. 01
   Diagnosis in eight days

   Reviewed the term sheet, the three cap tables and the option plan, and produced a written note on the two viable routes with the tax cost of each.

2. 02
   Holding company incorporated

   Luxembourg SOPARFI incorporated with a majority-resident board, its own bank account and premises, and board meetings held locally from day one.

3. 03
   Contribution in specie

   The three operating companies contributed to the SOPARFI by share-for-share exchange, using local rollover reliefs so no cash tax arose on the reorganisation.

4. 04
   Options rolled

   Option holders' entitlements replicated at holding level under equivalent terms, documented with the buyer's counsel.

5. 05
   Personal residency

   Founder's move to a treaty jurisdiction completed and evidenced — housing, days, ties and filings — before the signing date, with exit-tax exposure quantified in advance.

6. 06
   Ran alongside deal counsel

   Weekly calls with the buyer's advisers so the reorganisation appeared in the disclosure schedules as a known, documented step rather than a late surprise.