Lifespot Capital acquires Munich Hotel Partners via reverse IPO

Munich — Life­s­pot Capi­tal AG has acqui­red Munich Hotel Part­ners GmbH with its asso­cia­ted subsi­dia­ries (“MHP Group”) in a reverse IPO. With the acqui­si­tion, Life­s­pot Capi­tal AG, which is listed on the Munich Stock Exch­ange, will incre­asingly focus its busi­ness on the MHP Group, one of Germany’s leading hotel provi­ders, in the future and thus support the growth of the MHP Group in the wake of the openings follo­wing the COVID 19 pande­mic. Life­s­pot Capi­tal AG was advi­sed on this tran­sac­tion by Heuking Kühn Lüer Wojtek under the lead of Part­ner Boris Dürr.

Based on an equity value of appro­xi­m­ately EUR 59 million, the exis­ting share­hol­ders will receive a conside­ra­tion in the form of a cash compo­nent of EUR 6 million and a share compo­nent of an expec­ted 33,125,000 new shares in Life­s­pot Capi­tal AG in accordance with the contrac­tual agree­ment reached and will thus retain a signi­fi­cant indi­rect inte­rest in Munich Hotel Part­ners GmbH. The share compo­nent is to be gran­ted by way of a capi­tal increase against contri­bu­ti­ons in kind, on which the Annual Gene­ral Meeting of Life­s­pot Capi­tal AG has yet to pass a reso­lu­tion. Life­s­pot Capi­tal AG is plan­ning seve­ral cash and non-cash capi­tal increa­ses to finance and execute the acquisition.

The Heuking team provi­ded compre­hen­sive advice to Life­s­pot Capi­tal AG on all legal aspects of the tran­sac­tion, inclu­ding tran­sac­tion struc­tu­ring, legal due dili­gence, purchase agree­ment docu­men­ta­tion and also on the stock and capi­tal market law measu­res to imple­ment the transaction.

The MHP Group is one of the leading German hotel provi­ders and has estab­lished itself in the acqui­si­tion of exis­ting upper-upmar­ket hotels. MHP curr­ently opera­tes four Le Méri­dien brand hotels in Germany and Austria in Hamburg, Stutt­gart, Munich and Vienna, as well as the Shera­ton Düssel­dorf Airport Hotel.

Advi­sors to Life­s­pot Capi­tal AG: Heuking Kühn Lüer Wojtek

Boris Dürr (Lead Part­ner, Corporate/M&A), Munich
Dr. Chris­toph Küster (Corpo­rate Law/M&A),
Dr. Ralf Nobis (Corpo­rate Law/M&A),
Astrid Well­hö­ner, LL.M. Eur. (Labor Law),
Stepha­nie Wurm (Labor Law),
Peter M. Schäff­ler (Tax Law),
Bettina Nehe­i­der (Public Sector and Procu­re­ment), all Munich
Chris­toph Nöhles, LL.M. (Boston Univer­sity), (Real Estate & Construction),
Fabian Schmitz, (Real Estate & Cons­truc­tion), both Düsseldorf

Advi­sor to the share­hol­ders of Munich Hotel Part­ners: Henge­ler Mueller
The part­ners Dr. Kai-Stef­­fen Scholz (lead, Corporate/M&A, Berlin) and Dr. Markus Ernst (Tax, Munich) as well as the asso­cia­tes Dr. Ingo Berner, Niclas Bettien (both Corporate/M&A, Berlin) and Dr. Tim Würst­lin (Tax, Munich) were active.