# Subordinated Investments: Risks of Interest Promises > Risks of subordinated investments at Luana, ProReal and other issuers, and the consequences for investor claims. Source: https://www.mtrlegal.com/en/subordinated-investments-risks-interest-promises/ · Language: en · Updated: 2026-10-19 --- ## High interest promises and subordinated investments Insolvencies, missed repayments and significant losses in value once again show the risks that can be associated with subordinated investments. Developments concerning Luana, ProReal and other issuers make clear that the economic viability of a project and the legal ranking of claims can be decisive for investors. Subordinated loans, profit participation rights, bonds or comparable investment products differ substantially from bank deposits. What matters is not only whether a real estate, energy or infrastructure project actually exists. Rather, the decisive factors are whether the respective issuer has sufficient funds available at maturity and whether claims are to be serviced with priority, pari passu or on a subordinated basis in the event of a crisis. ## Luana: Insolvency proceedings and affected investors ### Insolvency of Luana Energieversorgung Deutschland GmbH At Luana Energieversorgung Deutschland GmbH, the economic crisis has led to opened insolvency proceedings. The Amtsgericht Schwarzenbek (local court of Schwarzenbek) opened insolvency proceedings on 1 September 2026 due to illiquidity under the Aktenzeichen 1 IN 85/26 (case no. 1 IN 85/26). Hamburg lawyer Vanja Alexander Kovacev was appointed as insolvency administrator. The company had already been in preliminary insolvency proceedings since mid-May 2026. In the opening order, 13 October 2026 was set as the deadline for filing claims in the insolvency schedule. A creditors’ meeting is scheduled for 20 November 2026 at the premises of the Amtsgericht Schwarzenbek. Affected investors include those in the following offerings: - an investment offering of a project company for combined heat and power plants - a further investment offering of this project company - “Energieversorgung Deutschland” ### Further proceedings in the Luana Group environment Other companies in the Luana environment were also affected by insolvency proceedings. Preliminary insolvency proceedings were opened over Luana AG at the Amtsgericht Schwarzenbek on 23 December 2025. The regular proceedings followed on 1 April 2026. At the centre of the crisis at Luana AG is, among other things, a corporate bond issued in 2019 with ISIN DE000A2YPES6. This bond had a term of five years and an interest rate of five percent. Repayment was scheduled for October 2024 and was postponed several times. Also affected are investors in the bond “9.5% crbn changer IHS 2025/2030” with ISIN DE000A4DE917, issued in February 2025. The Amtsgericht Hamburg (local court of Hamburg) also opened insolvency proceedings over the assets of Luana Energy GmbH due to illiquidity and over-indebtedness. The proceedings are conducted under the Aktenzeichen 67c IN 270/25 (case no. 67c IN 270/25). Claims had to be filed by 19 November 2025; the verification hearing was scheduled for 17 December 2025 at the Amtsgericht Hamburg. According to available reports, more than 1,600 investors in the Hamburg-based Luana Group had provided capital through closed-end funds, exchange-listed bonds and profit-participating loans. The published procedural data and the respective contractual terms remain decisive for classifying the Luana offerings. ### Significance of insolvency for claims Once insolvency proceedings have been opened, the original interest prospectus alone no longer determines the economic feasibility of a payout. The decisive factors are the asset situation of the insolvent debtor, the legal classification of the respective claim and the available insolvency estate. In the case of subordinated investments, the ranking of claims in insolvency can have significant effects. Whether and to what extent investors receive payments therefore depends on the specific contractual terms, the admission of the claim and the subsequent distribution in the proceedings. ## ProReal: Risks of complex real estate financing structures ### ProReal Europa 9 and ProReal Europa 10 The developments at ProReal Europa 9 and ProReal Europa 10 are also examples of [risks in multi-tier real estate financing structures](https://www.mtrlegal.com/regions/krefeld/immobilienfonds/). A central role was played by the insolvency of SC Finance Four GmbH. The Amtsgericht Offenbach (local court of Offenbach) opened insolvency proceedings over this company on 8 July 2024 under the Aktenzeichen 8 IN 170/24 (case no. 8 IN 170/24), after the company had filed an application for self-administration on 12 March 2024. BaFin (German Federal Financial Supervisory Authority) published notifications by ProReal Europa 9 and 10 on 25 July 2024 concerning the impending default. Investors were informed of substantial loss risks, including the risk of an almost total loss of capital. However, this does not mean that every company bearing the name ProReal is insolvent. According to the insolvency filing, SC Finance Four’s loans to around 20 companies are said to have amounted to EUR 200.5 million; this figure has not yet been conclusively substantiated and must still be determined in the ongoing proceedings. According to the company itself, the amount was EUR 174 million. These claims were to be sold and assigned for EUR 11 million. ### Court decisions and status of proceedings In December 2025, the Landgericht Stuttgart (Regional Court of Stuttgart) for the first time ordered a former top manager of an Austrian construction and real estate group, its long-standing chief financial officer, to pay damages to an investor; the judgment is not final. The background was losses suffered by German investors in the Hamburg-based One Group, which are said to amount to up to EUR 275 million. The court based the order on [statutory prospectus liability](https://www.mtrlegal.com/cities/mannheim/kapitalmarktrecht/). According to the court’s assessment, information in an investment prospectus was incorrect or incomplete. The claimant investor, who had asserted a loss of EUR 10,000, was fully successful. In the court’s view, the pooling of investor funds at SC Finance Four allegedly created an “extreme concentration risk” about which investors had not been informed; this finding comes from a judgment that is not final, against which the defendant side may lodge an appeal, meaning that the allegations have not been conclusively established and civil liability of the person concerned has not yet been finally determined. As long as a decision is not final, the procedural status must expressly be taken into account. It does not follow from this that there has been any final assessment of responsibility. ### ProReal Deutschland 7 GmbH Particular attention is also focused on ProReal Deutschland 7 GmbH. According to the BaFin publication of 14 November 2025 and the investor letter of 18 February 2026, there are said to be significant payment problems as well as a discrepancy between liabilities and assets available at short notice; insolvency proceedings over the company have not been opened. ProReal Deutschland 7 GmbH informed its investors by letter dated 18 February 2026 that it had to write down its claims against SC Finance One GmbH by around 74 percent. Following a BaFin publication of 14 November 2025, the company itself warned of at least a partial default occurring “with predominant probability”. In July 2026, management informed investors that no further payments would be made for the time being. Already on 15 May 2025, the payment default of ProReal Deutschland 7 GmbH in relation to the repayment of the investment product pursuant to § 11a Abs. 1 VermAnlG (German Investment Products Act) was published on BaFin’s website. The investment product had been placed by One Group in 2019. ## ecoligo: Payment postponements in solar crowdinvesting ### Suspended payments and project dependency For years, solar crowdinvesting was often marketed as combining returns with sustainability. However, the developments at ecoligo show that investors in such models depend to a considerable extent on the actual income generated by the financed projects. Ecoligo confirmed that interest and repayment payments due on 30 April and 31 July 2026 could temporarily not be made. The reason given was that income of the project companies was below expectations. According to the available information, the company was unable to state specific new payout dates or reliable repayment quotas. Investors have invested more than EUR 60 million in over 170 projects at ecoligo, predominantly solar projects. The investments were made through around ten special purpose vehicles. These passed on the capital to foreign project owners as further subordinated loans. As of March 2026, around EUR 10 million of the capital raised through crowdinvesting had been repaid. Around EUR 7 million was in payment default, while around EUR 47 million was not in payment default. On 22 July 2026, ecoligo announced that the interest and repayment payments scheduled for 31 July 2026 would not be made as planned. This was the first time that an entire payout date was affected. According to ecoligo, investors can identify affected projects in the investor account under “Payouts” by the label “delayed” or by the date 30.04.2026. ### Restructuring with a creditor Ecoligo has agreed a restructuring with a Scandinavian impact financier as creditor. For the period from November 2025 to the end of December 2026, all funds from electricity sales that are not required for operation and maintenance are to be passed on to the financier. Approximately 60 percent of the agreed amounts are expected. According to the available information, repayments not made will be added to the outstanding loan amount and will bear interest. This structure illustrates that cash flows from projects cannot be viewed in isolation where additional financiers and contractual priority arrangements are involved. ### Different issuers and balance sheet data The Bundesanzeiger (German Federal Gazette) lists, among others, ecoligo Projects One, Four, Five, Seven, Eight and Nine UG, although the confirmed payment suspensions may not automatically be attributed to all of these issuers without individual allocation. The projects range from solar installations for companies to investments in Africa, Asia and Latin America. Different locations, contractual partners, electricity prices and currency areas may lead to different economic risks. At ecoligo Projects Eight UG, liabilities of around EUR 3.27 million at the end of 2024 were matched by equity of only about EUR 2,316. At ecoligo Projects One UG, liabilities of around EUR 4.81 million and total assets of around EUR 4.84 million were reported for 2025. Such capital structures leave only limited scope for larger claim defaults. ### Use of funds and repayment The “Golden Star I” project of ecoligo Projects Nine UG shows the distinction between the use of funds and economic success. A use-of-funds report documented investor funds raised of EUR 580,700 and investments of around EUR 463,810 as of the relevant reporting date. However, the use of investor funds in accordance with their intended purpose does not answer the question of whether the respective project will later generate sufficient income to service the investor loans. Sustainability therefore does not replace an examination of the creditworthiness and solvency of the respective debtor structure. ## Investment company, hospitality issuer and M1VV: Claims instead of liquidity ### A Stuttgart investment company Annual financial statements of other issuers also raise questions regarding the economic resilience of interest promises. At a Stuttgart investment company, the 2024 annual financial statements show liabilities of around EUR 566,225. At the same time, the company had bank balances of only EUR 574. The net loss for the year amounted to around EUR 23,753. On the asset side, receivables and other assets of around EUR 553,757 were recorded. For the economic classification, it is therefore decisive whether these receivables can be fully and timely realised; insolvency proceedings or a payment default by the company have not yet been established, meaning that illiquidity cannot be inferred from the balance sheet figures alone. ### An issuer from the hospitality sector An issuer from the hospitality sector reported liabilities of around EUR 3.69 million at the end of 2024 and a deficit not covered by equity of approximately EUR 63,518. Loans to shareholders of around EUR 2.38 million were also notable. The issuer raises investor capital and passes it on to finance a company. The ability to repay therefore depends materially on the economic performance of the financed company. Annual financial statements for 2025 are now available. Their figures must be taken into account before any final classification. ### An issuer of fixed-income investment products An issuer of fixed-income investment products also appears on the Bundesanzeiger list. Earlier publications documented economic difficulties in the environment of M1VV financings, including defaults on claims against financed companies; insolvency of the issuer itself has not been confirmed. However, an earlier insolvency of a target company is not equivalent to insolvency of the issuer. For a current assessment, the latest annual financial statements, today’s debtor relationships and the actual payments to investors are decisive. ## Municipal utilities, wind farms and real estate companies ### Different risk profiles Not every company mentioned in capital market announcements is in economic difficulty. Differences are substantial, particularly among municipal energy suppliers, project companies and highly leveraged issuers. The companies considered include Stadtwerk am See, N-ERGIE Regenerativ, Stadtwerke Würzburg, Stadtwerke Winsen and numerous wind farm companies for which there are no indications whatsoever of payment difficulties. At the end of 2024, N-ERGIE Regenerativ GmbH had equity of around EUR 58.98 million with total assets of around EUR 62.92 million. This corresponds to an equity ratio of approximately 93.7 percent. At the same time, there were significant financial assets and receivables from affiliated companies. More recent 2025 financial statements have meanwhile been published and must be used for a current risk assessment. ### Profit participation rights are not bank deposits At Stadtwerk am See and Stadtwerke Winsen, the terms of the issued profit participation rights are particularly relevant. Key issues include provisions on the conditions under which distributions may cease, whether participation in losses is provided for and how claims are treated in the event of insolvency. Even a solid balance sheet does not mean that an entrepreneurial profit participation right is equivalent to a bank deposit protected by law. The specific contractual structure remains decisive. ### Wind farms and real estate projects Wind farm companies such as Wust – Wind & Sonne, Bürgerwindpark BHU, Windpark Waabs, Windpark Haltern Moddefeld and other energy companies are also part of the publication list. For such companies, electricity revenues, financing costs, maintenance expenses, liquidity reserves and repayment deadlines in particular may be important. For real estate companies such as PREIG 22. MAL57, GLD project companies, THOR Fünfte and WINCON, additional factors arise. These include construction costs, marketing, real estate valuations and, where applicable, refinancing risks. ## Company overview without a blanket creditworthiness assessment The following overview covers 34 previously identified companies. It does not constitute a blanket creditworthiness ranking. The classifications are based on the findings and need for review stated in the source material. - Luana Energieversorgung Deutschland GmbH: insolvency confirmed; opened on 1 September 2026, Amtsgericht Schwarzenbek, 1 IN 85/26. - ProReal Deutschland 7 GmbH: payment problems reported; 2024 financial statements available, repayments and liquidity require closer examination. - ProReal Europa 9 GmbH: substantial loss risks; claim defaults in connection with SC Finance Four. - ProReal Europa 10 GmbH: substantial loss risks; claim defaults in connection with SC Finance Four. - ecoligo Projects One UG: balance sheet warning signs; 2025 liabilities of around EUR 4.81 million; it should be noted that an open balance sheet review does not mean that the company is healthy or insolvent. - ecoligo Projects Four UG: balance sheet review open; projects and individual payment maturities to be considered. - ecoligo Projects Five UG: balance sheet review open; Metro Wear project, payment status to be assessed individually. - ecoligo Projects Seven UG: balance sheet review open; Abyssinia Group II project. - ecoligo Projects Eight UG: balance sheet warning signs; low equity buffer in 2024. - ecoligo Projects Nine UG: balance sheet review open; Golden Star I project, use-of-funds report available. - Stuttgart investment company: balance sheet warning signs; in 2024 only EUR 574 in bank balances and significant receivables. - Issuer from the hospitality sector: balance sheet warning signs; 2025 financial statements published, figures still to be taken into account. - An issuer of fixed-income investment products: in-depth review required; historical defaults in the financing environment, insolvency not confirmed. - Stadtwerk am See GmbH & Co. KG: balance sheet data available; 2025 published, profit participation capital to be considered separately. - Stadtwerke Würzburg AG: balance sheet review open; terms of the investment product to be analysed. - Wust – Wind & Sonne GmbH & Co. KG: balance sheet review open; wind and solar revenues as well as repayment capacity relevant. - Bürgerwindpark BHU Betriebs GmbH & Co. KG: balance sheet review open; wind power revenues, debt and debt service relevant. - Stadtwerke Winsen (Luhe) GmbH: 2025 balance sheet identified; profit participation right terms and balance sheet to be considered. - N-ERGIE Regenerativ GmbH: strong 2024 balance sheet figures; 2025 financial statements published, full update open. - Windpark Haltern Moddefeld GmbH & Co. KG: balance sheet review open; project cash flow and financing liabilities relevant. - infra fürth gmbh: balance sheet review open; municipal participation and investment terms to be considered. - Windpark Waabs GmbH & Co. KG: balance sheet review open; project-related solvency relevant. - Windpark Uelvesbüll 3. Betriebs GmbH & Co. KG: balance sheet review open; revenues and debt service relevant. - Windenergie Föhrenpold Verwaltungs GmbH: balance sheet review open; administrative function and issuer status to be clarified. - VR Energieprojekte Glane GmbH: balance sheet review open; project receivables and return flows relevant. - Stadtwerk Tauberfranken GmbH: balance sheet review open; investment product and debt service to be considered. - BVT Windpark Emlichheim 2 GmbH & Co. KG: balance sheet review open; wind farm revenues and financing structure relevant. - Barnimer Dienstleistungsgesellschaft mbH: balance sheet review open; subordinated loan BDG, term and payment status relevant. - EWIA Impact I UG: balance sheet review open; project portfolio including recycling and hotel. - PREIG 22. MAL57 GmbH: 2025 balance sheet identified; Mannheim-Rheinau issue, current payment status relevant. - GLD – PEG Gothenweg GmbH: balance sheet review open; Ahlbeck-Usedom, final report to be evaluated. - GLD Projektentwicklungsgesellschaft Waldschmidtstraße 5 mbH: balance sheet review open; Schliersee project, final report to be evaluated. - THOR Fünfte GmbH & Co. KG: balance sheet review open; Kastanienhöfe Halle, project completion to be considered. - WINCON Projektgesellschaft Am Juliusturm GmbH & Co. KG: balance sheet review open; Berlin Am Juliusturm, final report and repayment relevant. ## Editorial classification of the findings The information presented covers all 34 companies as subjects of investigation. This does not amount to a complete balance sheet analysis of all issuers. In the case of Luana, the opening of insolvency proceedings over Luana Energieversorgung Deutschland GmbH has been confirmed. For the other companies, the information stated so far does not amount to a complete negative judicial review. The absence of an insolvency finding is not synonymous with economic stability; conversely, balance sheet anomalies alone do not justify assuming insolvency. For the issuer from the hospitality sector, N-ERGIE Regenerativ, PREIG 22. MAL57 and Stadtwerke Winsen, more recent 2025 financial statements have been identified. These figures must be taken into account before any final balance sheet assessment. At Stadtwerk am See, there remains a need for coordination regarding previously stated balance sheet figures in relation to the subject of reporting and the treatment of profit participation capital. A definitive equity ratio should only be published after reconciliation with the original financial statements. For ecoligo, confirmed payment suspensions may not automatically be attributed to all six listed issuers without individual allocation. The decisive factors in each case remain which company is the issuer, which project company is expected to generate return flows and which specific payments are outstanding. ## Conclusion: High interest rates require careful classification High interest promises regularly raise the question of which ongoing income or assets are intended to finance repayment at the end. A real asset, such as real estate, a combined heat and power plant or a solar installation, does not automatically mean that investor claims can be fully serviced at maturity. Receivables are not bank deposits. Anyone who provides capital to a company whose ability to repay in turn depends on project companies, affiliated companies or other debtors may bear risks at several levels. The decisive factors are always the economic substance of the individual company and the specific legal structure of the investment. MTR Legal Rechtsanwälte advises companies, investors and high-net-worth individuals on matters relating to investments, prospectus liability, subordination structures and investor rights. Anyone with legal questions in connection with Luana, ProReal, ecoligo or comparable investment products can find further information at [legal advice in capital markets law](https://www.mtrlegal.com/rechtsberatung/kapitalmarktrecht/).