Austria: Schoenherr advises seller of Zoerkler on sale to MiddleGround Capital

Schoenherr provided comprehensive advice to Zoerkler and the seller in the transaction, including the restructuring of Zoerkler prior to the transaction, the conduct of the auction process (together with the seller's financial adviser, MP Corporate Finance), as well as the negotiation and implementation of the transaction documentation, including the seller's partial reinvestment into the buyer's UK-based holding company for the new group. Closing of the transaction was subject, among other conditions, to clearance under foreign direct investment (FDI) rules and took place on 8 May 2025.

Headquartered in Jois, Austria, Zoerkler is a leading manufacturer of gearing solutions and transmission systems specialising in high-performance applications serving industrial and mobility end-markets, including motorsport, automotive, aerospace & defence, agriculture and rail. Zoerkler's capabilities span the entire value chain, with an emphasis on R&D and prototyping activities that allow small-series production with high-batch-size spare parts to serve customers in short lead times that are best-in-class for the industry.

MiddleGround Capital is a private equity firm based in Lexington, Kentucky with over USD 3.85bln of assets under management. The firm makes control equity investments in middle-market B2B industrial and specialty distribution businesses.

The Schoenherr team was led by Robert Bachner (partner) and Daniel Wadl (attorney at law), and further consisted of Christoph Haid (partner) and Roland Misic (associate).

MP Corporate Finance (Vienna) acted as the sell-side financial advisor.

Macfarlanes LLP (London) acted as legal advisor to the seller on English law matters.

TWP Steuerberatung OG advised on tax-related matters on the sell side.