The team of GSK Stockmann, led by Corinna Schumacher, provided comprehensive advice to the Buchner Group as initiator and Pegasus Vermögensmanagement GmbH as investment advisor on all Luxembourg regulatory and tax law aspects in relation to the structuring, approval and launch of Licus ELTIF – Real Estate Bridge Invest, a European Long Term Investment Fund (“Fund”) under the ELTIF 2.0 framework which has been established as mutual fund (fonds commun de placement, FCP) pursuant to Part II of the Luxembourg law of 17 December 2010 relating to undertakings for collective investments. GSK Stockmann further provided advice regarding the structuring of the Fund on a cross-border basis from a German tax law perspective. The approval by the Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (“CSSF”) was obtained in record time.
The Fund and its initial compartment Licus ELTIF – Real Estate Bridge Invest (ISIN: LU3256141709) is a fund product structured under the revised ELTIF Regulation (Regulation (EU) 2023/606 – “ELTIF 2.0”), which is intended to address the financing gap in the European real estate market created by the increasingly cautious lending practices of banks. The Fund follows a real-estate debt strategy in granting secured loans directly to real estate special purpose vehicles qualifying under the ELTIF Regulation, in particular for bridge financing of acquisitions, project developments, and liquidity requirements of real estate projects in Germany.
The Fund is designed as a semi-liquid structure allowing for redemptions of investors subject to certain requirements. One unit class of the initial compartment is dedicated to retail investors without a specific ticket size, allowing for subscriptions without a minimum subscription amount.
The structuring of the ELTIF presented the GSK Stockmann team with complex questions at the intersection of Luxembourg regulatory and tax law, the revised ELTIF 2.0 framework, and German tax law. In particular, the challenge was to align the expanded structuring possibilities under the ELTIF 2.0 framework for the design of a real estate debt fund as an open-ended retail product, while simultaneously ensuring a tax-efficient structure both at fund level in Luxembourg and for German investors. Of particular note is the fact that approval of the ELTIF by the CSSF was granted in record time – a testament to the thorough regulatory preparation and close coordination with the supervisory authority throughout the approval process.
In addition, GSK Stockmann advises with respect to the German law governed loan and related security documentation which is to be used in relation to the loans granted by the Fund’s initial compartment on a cross-border basis from a Luxembourg and German perspective.
Legal advisers of Buchner Group and Pegasus Vermögensmanagement GmbH:
GSK Stockmann (Luxembourg law):
Corinna Schumacher (Lead Partner, Investment Funds), Philipp Krug, Noé Thill (both Associates, Investment Funds), Maximilian Hangler-Garulo (Counsel, Tax)
GSK Stockmann (German law):
Dr. Timo Bernau (Partner, Banking & Finance), Dominik Berka (Local Partner, Tax)
