Pre-fundraising restructuring for Ukrainian miltech company

The situation

A Ukrainian miltech company valued at €150 million was raising investment and needed to restructure its business and transfer ownership across jurisdictions before the fundraising could close.

The restructuring had to be done quickly, within the timeline of the financing deal, and on terms acceptable to both the investor and the client.

The defence sector adds layers of regulatory complexity – export controls, security clearances, and government approvals – on top of the standard corporate and tax challenges of cross-border restructuring. The tax treatment of a cross-border asset deal in this industry was also unclear, with no settled tax framework to rely on.

What we did

• Designed the pre-fundraising restructuring plan to accommodate defence sector regulatory requirements
• Delivered the restructuring on an accelerated timeline aligned with the fundraising process
• Balanced the interests of the investor and the client to reach a structure both sides accepted
• Worked through the unclear tax consequences and grey zone of the cross-border asset deal
• Structured the ownership transfer to achieve zero tax on the transition
• Built the holding architecture across multiple jurisdictions
• Navigated defence and miltech compliance requirements in each relevant jurisdiction
• Coordinated with the client’s team and external advisors for seamless execution

The outcome

A €150 million business successfully restructured ahead of its fundraising, with zero tax on the ownership transfer despite an unclear tax framework. The structure satisfied both the investor and the client, and the new holding architecture supports the company’s continued operations and growth in the defence and miltech sector across jurisdictions.