HEUKING advises USU Software AG on sale of USU GmbH to Thoma Bravo

A HEUKING team led by Stuttgart-based Partner Dr. Peter Ladwig legally advised USU Software AG comprehensively on the sale of a majority of its shares in USU GmbH to U.S. private equity investor Thoma Bravo as well as on the preceding restructuring of USU group. USU GmbH consolidates the product business of USU group, offering IT management solutions for controlling diverse IT environments and workflows to customers worldwide.

To establish the target structure, USU GmbH’s Digital Consulting division was transferred to USU Digital Consulting GmbH through a spin-off. The shares in USU GmbH, which will now focus solely on the product business, will be fully acquired by a holding company, with Thoma Bravo holding a majority stake. The seller will, however, retain an indirect minority interest in USU GmbH. Meanwhile, the Digital Consulting business will continue to operate under USU Digital Consulting GmbH, a wholly owned subsidiary of USU Software AG.

The transaction is expected to close later in 2024.

Prior to this complex transaction, a HEUKING team had already legally advised on the delisting of USU Software AG, which was successfully completed in July of this year.

USU Software AG, headquartered in Möglingen, serves as a holding company for various international software subsidiaries. The company focuses on the digitalization of IT and customer services. In fiscal 2023, the group generated sales of EUR 132.1 million with a workforce of 807 employees, achieving a net income of EUR 5.3 million. USU Software AG operates subsidiaries and branches in Germany, the USA, France, Italy, Japan, Austria, and the Czech Republic.

Thoma Bravo is a U.S.-based private equity firm specializing in investments in technology and software development companies. In 2024, Thoma Bravo’s portfolio, including minority stakes, comprised some 80 companies with combined sales exceeding USD 28 billion and a total workforce of over 92,000 employees.

Counsel to USU Software AG
HEUKING:
Lead: Dr. Peter Ladwig (Capital Markets, Corporate/M&A),

Workstream Delisting:
Dr. Anne de Boer (Capital Markets),
Dr. Alexander Schott (Capital Markets, Corporate/M&A),
Julian Weidenhammer (Capital Markets), all Stuttgart,

Workstreams Spin-off / M&A Transaction / Reinvestment:
Dr. Hermann Ali Hinderer, LL.M.,
Dr. Alexander Schott,
Marcel Behrendt (all Corporate/M&A), all Stuttgart,
Antje Münch, LL.M.,
Dr. Markus Klinger (both IP, Media & Technology), both Stuttgart,
Fabian G. Gaffron,
Simon Pommer, LL.M. (both Tax),
Dr. Frederik Wiemer (Antitrust), all Hamburg,
Frank Hollstein, Frankfurt