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The Legal 500 Hall of Fame Icon The Legal 500 Hall of Fame highlights individuals who have received constant praise by their clients for continued excellence. The Hall of Fame highlights, to clients, the law firm partners who are at the pinnacle of the profession. In Europe, Middle East and Africa, the criteria for entry is to have been recognised by The Legal 500 as one of the elite leading lawyers for seven consecutive years. These partners are highlighted below and throughout the editorial.
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Editorial

Debt capital markets

Index of tables

  1. Capital markets: Debt capital markets
  2. High-yield
  3. Leading individuals
  4. Next generation lawyers

Leading individuals

  1. 1

Next generation lawyers

  1. 1
    • Alexander Schlee - Linklaters

Who Represents Who

Find out which law firms are representing which Debt capital markets clients in Germany using The Legal 500's new comprehensive database of law firm/client relationships. Instantly search over 925,000 relationships, including over 83,000 Fortune 500, 46,000 FTSE350 and 13,000 DAX 30 relationships globally. Access is free for in-house lawyers, and by subscription for law firms. For more information, contact david.burgess@legal500.com.

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Freshfields Bruckhaus Deringer’s continuously ‘strong’ and broad practice provides ‘top advice’ on debt capital markets matters ranging from the establishment of debt issuance programmes and placements through those programmes to hybrid bonds and convertible bonds, including exchangeable bonds. Recently the firm saw several mandates regarding synthetic convertible securities; Rick van Aerssen advised BASF on the structuring and issuance of a synthetic warrant bond and another client was Fresenius in connection with the structuring and issuance of an equity-neutral synthetic convertible bond. The team also assisted the prominent healthcare company with the launch of a €10bn debt issuance programme and the subsequent issuance of bonds at a total volume of €2.6bn through the programme. Continental is another client in this area; recently the firm advised the company on the issuance of a €600m bond that carries no interest and has a maturity date of three years under its debt issuance programme. Another highlight was advising J.P. Morgan as structuring agent and the other syndicate banks on the structuring and documentation of the €500m hybrid bond of Lanxess. The team works in cooperation with the practices in Austria and Switzerland and also collaborates closely with the London office. The renowned Christoph Gleske leads the practice and Mark Strauch advises on US law. The well-known Andreas König retired.

Hengeler Mueller’s debt capital market practice is ‘excellent overall’ and particularly noted for the ‘generally high level of quality’ and ‘good out-of-the-box thinking’. The team advises both on stand-alone and programme issuances and saw another increase in hybrid bond matters, such as assisting Lanxess with the issuance of a €500m hybrid bond for the financing of the take-over of Chemtura. With expertise both on the banks’ and issuers’ side, the firm also advised the banking syndicate on the issuance of a €300m bond of TUI and acted for Braas Monier regarding a €435m bond. A highlight was advising NatWest Markets on the transfer of 18 of the bonds issued by RWE at a total nominal value of €10bn to innogy after an approval resolution of the bond holders had taken place in 16 cases, the largest liability management transaction of a company outside of the financial sector in Europe to date. Also noteworthy is the firm’s advice to agent Deutsche Bank Luxembourg regarding the placement of a €3.6bn-equivalent PIK toggle bond for IHO Holding (a group of holding companies indirectly owned by the Schaeffler family). Hendrik Haag is considered ‘an institution’ in capital markets law. Dirk Bliesener is also recognised as ‘leading’; Daniela Böning was promoted to partner at the start of 2017.

Linklaters has ‘excellent legal expertise and industry knowledge’, is recommended for its ‘appropriate response times’ and continues its ‘strong’ debt capital markets practice around hybrid bonds, liability management and equity-linked transactions, amongst other matters. The firm expanded its practice in particular on the issuer side, including for Covestro, E.ON, Klöckner and Vonovia. On the bank side and in connection with Bayer’s acquisition of Monsanto the team advised the banking syndicate on the issuance of €4bn subordinated mandatory convertible bonds through Bayer Capital Corporation. According to clients, ‘luminary in the area of convertible bonds’ Peter Waltz ‘ranks among the five best lawyers in Germany for hybrid financings’; he has ‘very good connections to banks’ and ‘comprehensive experience in the regulatory field’. Also noteworthy is the firm’s advice to Berenberg Bank and Deutsche Bank regarding the issuance of a high-yield bond of Hapag-Lloyd with a volume of €250m and the increase of the bond by another €200m for the refinancing of existing debts. The team furthermore handles increasing work for Chinese banks, such as Bank of China, CCB and ABC. Another focus lies on OTC derivatives; Christian Storck is the key figure. Managing associate Alexander Schlee, who is ‘very pragmatic, very balanced and thoughtful in his wording’, is also recommended.

Allen & Overy LLP advises issuers and underwriters in connection with a multitude of debt issuance programmes and platforms and has expertise in various products, such as EMTN, commercial papers, Pfandbriefe, hybrid instruments, Schuldschein loans and registered bonds. In 2016 ‘good’ practice head Christoph Enderstein advised Deutsche Bank on a series of bond issues with varying structures and maturities at a total volume of over €10bn, and assisted TUI with the issue of a bond with a volume of €300m, which had elements of both an investment grade bond and high-yield bond. Marc Plepelits has additional expertise in high-yield transactions, so-called Yankee bonds and complex stand-alone bonds. He advised Schaeffler Verwaltung Zwei on the successfully executed refinancing at the level of IHO Holding, which involved the placement of covered bonds through IHO Holding in euros and US dollars with an equivalent value of €3.6bn with institutional investors.

Clifford Chance is considered an ‘extraordinarily well-positioned international firm for financing matters – also and particularly for large companies’ and its ‘very experienced, well connected and legally outstanding’ debt capital markets practice covers both debt issuance programmes, including EMTN and commercial paper programmes, and stand-alone bonds. Sebastian Maerker is ‘very competent in the field of capital markets law’ and has a ‘practical and solution-oriented approach: problem solver, not problem finder’; he recently advised ENBW on the issue of a hybrid bond at a total nominal value of €1bn. At an international level the also highly recognised George Hacket assisted a banking syndicate consisting of Citigroup, Goldman Sachs, Morgan Stanley, Nomura, UBS and UniCredit Bank as joint lead manager with the debut offering of the Italian UniCredit in the US dollar market. Other highlights included advising Siemens on the issue of a $7.5bn bond according to Rule 144A placed primarily with institutional investors in the US, and Volkswagen on the issue of a bond with a total volume of €8bn. The team also advises football clubs on bond issues.

Latham & Watkins LLP is particularly known for its profound experience with high-yield transactions and the development of high-yield products in the European market and ‘promptly accommodates clients’ needs and requests’. In the area of investment grade bonds the firm focuses primarily on Yankee bonds and Pfandbriefe in close collaboration with the teams in London and the US and additional expertise also lies in hybrid bonds, particularly on the issuer side. With over 14 years’ experience the ‘dynamic, intelligent and innovative’ Rüdiger Malaun is ‘a pro in high-yield bond matters’ and is ‘very well connected in the banking sector’; ‘his solutions are always commercially-oriented’. Together with Alexander Lentz, who was promoted to partner at the start of 2017, he recently advised DEMIRE on the debut issue of senior notes according to 144A/Reg S at a total volume of €270m. Another highlight was assisting the issuing banks led by Deutsche Bank and Citigroup with the bond placement of IHO Holding at a value of €3.6bn. Marcus Funke acted for the joint bookrunners in the issue of bonds worth over $4bn through BMW, the debut issue of bonds of BMW according to Rule 144A/Regulation S.

Powerhouse in the debt capital markets areaWhite & Case LLP for some clients is ‘by far the preferred firm for matters with a cross-border element’. The ‘broad and experienced team’ demonstrates ‘an above-average commitment and flexibility’ and ‘above-average industry knowledge and business sense’ and advises both on debt issuance programmes and stand-alone bonds with additional expertise regarding equity-linked transactions, hybrid products and banking regulation. Another focus lies on high-yield bonds; expert Gernot Wagner and Rebecca Emory, who was promoted to partner in 2017, assisted Hapag-Lloyd with the issue of a high-yield bond with a volume of €250m. Other highlights included advising the arrangers on the launch of the first international debt issuance programme for the issue of Polish mortgage pfandbriefe at a value of €4bn through PKO Bank Hipoteczny; and assisting Evonik Industries with the issue of bonds with a total volume of €1.9bn. ‘Market and opinion leader in German debt capital market lawJochen Artzinger-Bolten is ‘experienced and reliable’ and has ‘a remarkably pleasant and authoritative way of working’. ‘Rising partner in the debt capital markets area’ Karsten Wöckener has ‘enormously detailed knowledge’, ‘shows an impressive level of accuracy, diligence and oversight’ and has an ‘honest, direct and solution-oriented approach’.

Uncomplicated and flexible’, Gleiss Lutzprovides the best quality at the fairest price for complex transactional structures’ and, not least due to the ‘good synergies between its capital markets and its very strong insolvency practice’, ‘belongs to the market leaders in the area of bond restructurings’. As such, the team not only advises on the issues of corporate bonds, including high-yield transactions, and debt issuance programmes, but also on bond restructurings. The ‘very good and sociable’ Kai Arne Birke is an ‘excellent and experienced lawyer, who solves problems quickly and pragmatically’; ‘it is fun to work with him’, according to clients. He advised Rickmers Group on the restructuring of its entire financial debt, including a bond at a volume of €275m primarily held by private investors, and also acts for DZ Bank in connection with its US commercial paper programme. Other highlights included advising Steinhoff Europe on the adjustment of existing US bonds and Valeant on the issue of covered high-yield bonds at a volume of up to €3.5bn.

Hogan Lovells International LLP advises on bonds, Schuldschein loans, profit-participation certificates, registered bonds and hybrid bonds for a client portfolio comprised in particular of international investment banks and European and German financial institutions. The team continues its strong position with regards to automotive banks, such as General Motors Financial International, but also advises an increasing number of companies, including Repower and Globus. Sina Hekmat, who divides his time between Frankfurt and New York, assisted the managers with the issue of a $1.5bn bond of Landwirtschaftliche Rentenbank and Sven Brandt acts for the arrangers and dealers regarding the update of the €65bn debt issuance programme of FMS Wertmanagement and issues under the programme, including recently for Commerzbank, Deutsche Bank, Goldman Sachs International and Merrill Lynch International concerning the issue of bonds at a value of €1.5bn. Michael Schlitt leads the capital market practice, which in October 2017 was significantly strengthened with the arrival of Jochen Seitz, who also has capital market regulatory expertise, and Peter Maier from Mayer Brown LLP.

Mayer Brown LLP advises on bonds, Pfandbriefe, Schuldschein loans and bond issuance programmes, but also liability management and bond restructurings, often in close collaboration with the practices in London and New York. Recently the firm advised the lead managers Credit Suisse, J.P. Morgan and Morgan Stanley on the issue of 2,875% terminable subordinated reset bonds of Deutsche Pfandbriefbank with a volume of €300m; it also assisted UniCredit Bank with the update of the debt issuance programme of Volkswagen Financial Services and Volkswagen Bank as dealer counsel after the emissions scandal. Patrick Scholl advises The Royal Bank of Scotland on the update of the €35bn EMTN programme of HSH Nordbank and the issues under the programme. With additional expertise in the area of certificates and OTC derivatives, the team also acts for HSH Nordbank in the yearly update of the German debt issuance programme for certificates, structured bonds, bonds based on credit standing and Pfandbriefe. In October 2017 the team saw a substantial loss after Jochen Seitz, who also has regulatory capital market expertise, left for Hogan Lovells International LLP together with Peter Maier.

Sullivan & Cromwell LLP advises on strategic bond issues with expertise in German and US law, particularly equity-linked issues and US issues on the basis of a registration with the SEC or according to Rule 144A. A highlight was assisting Bayer in the connection with the partial financing of the acquisition of Monsanto with a $4bn mandatory convertible bond, which was issued by its subsidiary Bayer Capital Corporation and guaranteed by Bayer. Krystian Czerniecki advised Council of Europe Development Bank on the issue of an SEC registered bond at a volume of $1.5bn and regularly acts for longstanding client KfW regarding its 20 SEC registered debt issues with a total volume of $79bn in the context of its US commercial paper programme. Other clients include FMS Wertmanagement and Landwirtschaftliche Rentenbank.

Ashurst LLP’s debt capital markets practice surrounding Tobias Krug focuses on advice regarding classic bonds and option and conversion bonds. Clients include in particular loan funds such as Ares, ICG and longstanding client Patrimonium, which the firm advised on 13 secured bonds subscribed by Patrimonium Middle Market Debt Fund in 2016. A highlight was assisting the banking syndicate with the financing of the expansion of the federal motorway A6 through a bond issued by the project company ViA6West; the total project volume amounts to €1.3bn. The team also advised Ares Management and Bremer Kreditbank on the refinancing of the Zarges Tubesca group via a unitranche, which was granted by Ares through a bearer bond, and recently handled the issue of a €130m corporate loan for DIC Asset.

CMS’ debt capital market practice advises mainly on Schuldschein loans and the establishment and restructuring of commercial paper and EMTN programmes. In September 2016 and again in February 2017 the firm assisted the lead managers with the issue of a public loan of hsh finanzfonds AöR with fixed interest rate and an issue volume of €750m. It furthermore advised the joint arranger Bayerische Landesbank and Société Générale on the debut placement of a Schuldschein loan of Agrial Group. Oliver Dreher is the key figure; he also regularly advises German and international commercial banks on derivatives business.

Cleary Gottlieb Steen & Hamilton LLP’s strength in the debt capital markets area lies in particular in matters requiring both US and German law expertise. Recently the firm advised Deutsche Telekom on the issue of a bond for institutional investors according to Regulation S/Rule 144A via the Dutch finance subsidiary Deutsche Telekom International Finance; Ward Greenberg advised on the US law aspects. The team also assisted the respective syndicate banks with several drawings under Nordic Investment Bank’s MTN programme at a total volume of $5bn. Gabriele Apfelbacher is also recommended, but Hanno Sperlich left the firm in the summer of 2017.

Besides a focus on equity capital markets Skadden, Arps, Slate, Meagher & Flom LLP’s team around Stephan Hutter and Katja Kaulamo also advises on debt capital markets matters with particular expertise in cross-border transactions, especially those that require US-law advice. Recently the firm was primarily busy with advising the province of Carinthia, the Kärntner Landesholding and Kärntner Ausgleichszahlungs-Fonds in connection with the restructuring of HETA Asset Resolution’s debts at an amount of €11bn. Furthermore it also assisted longstanding client AGRAVIS Raiffeisen with the issue of profit-participation certificates.


Equity capital markets

Index of tables

  1. Capital markets: Equity capital markets
  2. Hall of Fame
  3. Leading individuals
  4. Next generation lawyers

Leading individuals

  1. 1

Next generation lawyers

  1. 1

Who Represents Who

Find out which law firms are representing which Equity capital markets clients in Germany using The Legal 500's new comprehensive database of law firm/client relationships. Instantly search over 925,000 relationships, including over 83,000 Fortune 500, 46,000 FTSE350 and 13,000 DAX 30 relationships globally. Access is free for in-house lawyers, and by subscription for law firms. For more information, contact david.burgess@legal500.com.

CLICK HERE TO VISIT THE WHO REPRESENTS WHO SITE

Freshfields Bruckhaus Deringer’s US-German ECM team in Frankfurt is noted for its ‘very pronounced expertise and industry knowledge, impressive quality, suitability and team strength, and results-oriented and focused advice’; it works closely together with the practices in Vienna and London with a focus on the DACH region. Clients include corporates, financial service providers and private equity investors and the firm advises both German companies, which seek a listing in Europe, and foreign companies that want to go public in Germany. In the IPO area the team recently assisted ProCredit Holding with the successful flotation on the Frankfurt Stock Exchange and at an international level in cooperation with the offices in Amsterdam and Paris also advised NOXXON on the successful IPO on the Alternext stock market in Paris. It furthermore acts in the context of acquisitions, such as for Vonovia regarding the drawing up of a prospectus for new shares in the course of the takeover of conwert Immobilien Invest, and in connection with dual-track procedures, here for instance for EQT concerning the sale of BSN Medical to the Swedish paper manufacturer Svenska Cellulosa, including advice on a possible IPO of BSN Medical. Clients which recently sought advice on capital increases include ADO Properties regarding a capital increase with and without prospectus by way of an accelerated bookbuilding process, and Mologen concerning the successful capital increase via rights issue with international private placement and the issue of a convertible bond. Christoph Gleske is ‘very experienced, very sociable, pragmatic and clear in his recommendations’. Rick van Aerssen is also recommended and US lawyer Mark Strauch leads the practice. Former principal associate Thilo Diehl joined White & Case LLP as local partner in October 2017.

Also in equity capital markets matters Hengeler Mueller’s ‘practically oriented transactional lawyers’ provide a ‘high service level’ marked by ‘high standards, professional cooperation and a solution-oriented approach’. The team recently demonstrated its expertise in IPOs when advising innogy on its prominent IPO with a total placement volume of €5bn in collaboration with Cravath, Swaine & Moore LLP and Slaughter and May. On the banking side it also assisted J.P. Morgan and Morgan Stanley with the plans and preparations for the IPO of BSN Medical, which in the course of a dual-track procedure was not completed due to the acquisition by Svenska Cellulosa. The firm also advises in the context of public takeovers, such as for Linde regarding its planned merger with Praxair via share exchange under a new holding entity, and in connection with capital markets restructurings, for instance for METRO concerning the division of the METRO Group with the planned subsequent IPO of the new METRO Wholesale & Food Specialist. Clients who sought advice on capital increases include KION and Brass Monier and the firm advises the syndicate banks on Deutsche Bank’s proposed capital increase with subscription rights at a volume of €8bn. The team is ‘effective, precise and matter-of-fact’ and is centred around Reinhold Ernst, Dirk Busch, Wolfgang Groß and the ‘very prudent and pragmatic’ Alexander Rang.

Considered the ‘best firm’ by many, Sullivan & Cromwell LLP has a deep market penetration in equity capital markets law, which remains undisputed: The firm continues to act for issuers and underwriters both regarding German and US law with particular expertise in advising clients who seek a US issue based on a registration with the SEC. A highlight was advising innogy on the IPO on the Frankfurt Stock Exchange with an issue volume of €5bn and the ‘excellent’ team recently also assisted Delivery Hero with the €4.4bn IPO on the Frankfurt Stock Exchange. Also noteworthy is the firm’s advice to OFFICEFIRST Immobilien regarding its cancelled IPO. For Bayer the team handled the issue of a $4bn mandatory convertible bond, whose net proceeds were used by Bayer for the partial financing of the takeover of Monsanto. Another client was Schaeffler Verwaltungs GmbH concerning the placement of shares at a value of €1.24bn after its debut IPO in the context of an accelerated bookbuilding procedure with backstop agreement; the firm also advised Scout24, ProSiebenSat.1 Media and TLG IMMOBILIEN on the placements of shares as part of accelerated bookbuilding processes. The ‘good lawyer and businessmanCarsten Berrar is the key figure. Krystian Czerniecki and European counsel Clemens Rechberger are also recommended.

Particularly after the prominent arrival of Oliver Seiler from Allen & Overy LLP, Latham & Watkins LLP’s equity capital markets team is considered ‘very strong – absolute experts in the field and pragmatic but thorough’; the firm gives ‘very entrepreneurial advice’ with ‘short response times’. Expertise lies both in domestic and cross-border transactions, including IPOs in Germany, Europe and the US. At the international level Marcus Funke, who is recommended for his ‘particularly close cooperation and willingness to find solutions’, advised Galenica Santé on its subsidiary IPO on the SIX Swiss Exchange, and assisted trivago with its IPO and primary listing on the NASDAQ. Within Germany the team advised VARTA on the planned but cancelled IPO on the Frankfurt Stock Exchange. The ‘renowned expert in capital markets lawRoland Maass recently acted once again for the managers of Scout24 regarding the sale of a share packet of online trade platform Scout24; in total 10.3m shares were placed with institutional investors in an accelerated bookbuilding procedure. The firm also advises on capital increases and in the context of public takeovers; clients include companies (CHORUS Clean Energy), private equity houses (Hellman & Friedman) and banks (Morgan Stanley, J.P. Morgan, Commerzbank, Deutsche Bank).

Linklaters’ ‘very successful’ equity capital markets practice is known for its ‘strong networks within the banking sector’, but advises both on the banks’ and issuers’ side on IPOs, capital increases, private equity exits and dual-track procedures in Germany and at an international level. The very active Marco Carbonare focuses not only on Germany but also Switzerland, Austria, Scandinavia and the Benelux region. He advised J.P. Morgan and the other banks on the successful IPO of trivago on the NASDAQ, and Credit Suisse, UBS and Citi regarding the planned IPO of Galenica Santé on the SIX Swiss Exchange. Other highlights included assisting the banking syndicate on Bayer’s planned capital increase with subscription rights for the financing of the takeover of Monsanto; and J.P. Morgan and Bank of America Merrill Lynch on the listing of METRO Wholesale & Food Specialist on the regulated market of the stock exchange in Frankfurt and in Luxembourg in connection with the splitting up of METRO. Another current client is Credit Suisse regarding its planned IPO. The firm furthermore advised Uniper and E.ON on the IPO of Uniper on the regulated market in Frankfurt and recently also acted for E.ON with regards to its €1.35bn capital increase. Peter Waltz is a recognised expert in equity-linked transactions and the team was additionally strengthened with counsel and US lawyer Kevin Roy, formerly at Herbert Smith Freehills in Hong Kong, in November 2016. In November 2017, however, the well-known Herbert Harrer left the practice to found his own firm.

Allen & Overy LLP saw the loss of the renowned Oliver Seiler, who departed for Latham & Watkins LLP in October 2016, but the ‘hardworking’ equity capital markets team continues to advise on IPOs, capital increases, listings, block trades and equity-linked transactions, often on the side of the issuing banks but also on the issuer side. Knut Sauer took over as practice head in May 2016 and advised Berenberg Bank and Citigroup Global Markets as joint global coordinators and joint bookrunners and Commerzbank as joint bookrunner in connection with the IPO of Shop Apotheke Europe, and J.P. Morgan and Morgan Stanley regarding the IPO of Uniper. With regards to capital increases the firm assisted Goldman Sachs International and UniCredit Bank as joint bookrunners concerning the cash capital increase of ProSiebenSat.1 Media with gross issuing proceeds of €515m, and a syndicate comprised of 14 banks regarding the capital increase of Steinhoff with gross issuing proceeds of €2.45bn. The team also advised on some convertible and exchangeable bonds and often works in close cooperation with the practices in London and Luxembourg with US lawyers based in Frankfurt; Marc Plepelits, who leads the German-US corporate finance practice, is recommended.

With ‘good size and composition as well as broad knowledge and experienceHogan Lovells International LLP’s equity capital markets team ‘focuses on what’s essential’ and ‘gets to the heart of the matter’. Traditionally strong on the banking side, the practice also increasingly acts on the issuer side, such as for Shop Apotheke Europe and va-Q-tec regarding its IPO. Another client was Vibracoustic concerning its planned IPO. Besides IPOs the team is also experienced in capital increases, rights issues, block trades and public takeovers and also convertible, exchangeable and warrant bonds. It advised Berenberg Bank, Bankhaus Lampe and Kempen & Co on the capital increase of Hamborner REIT and assisted Berenberg Bank and M.M.Warburg & CO with the capital increase with subscription rights of MPC Capital. ‘One of the leading equity capital markets lawyers in Germany‎Michael Schlitt is not only noted for his ‘longstanding experience and profound expertise’, but also his ‘calm manner, good communication also with non-lawyers and very good availability’. Counsel Susanne Lenz is also recommended.

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘established’ and ‘very good’ equity capital markets team surrounding Stephan Hutter and Katja Kaulamo continues to advise on IPOs, secondary placements of shares, capital increases, including rights offerings, and equity-linked transactions. With lawyers admitted in Germany and the US, the focus lies on cross-border transactions, particularly those requiring US law expertise; the firm often advises on private placements according to Rule 144A and Regulation S and equity transactions in Germany, Austria, Switzerland and Scandinavia. The team assisted DNA Oyj, one of the leading providers of telecoms services in Finland, with its IPO and the introduction of the ordinary shares on NASDAQ OMX Helsinki. For longstanding client SGL Carbon it advised on a rights offering at a value of €173m and for J.P. Morgan and UBS Investment Bank it handled the capital increase of TLG IMMOBILIEN in the amount of €116m. Also noteworthy is the firm’s advice on the banking side in connection with planned but not completed IPOs of OFFICEFIRST Immobilien and Vibracoustic.

Clients often consult White & Case LLP as ‘preferred advisor’ for equity capital markets matters, not least due to the advantageous ‘US law expertise within its European offices’. The ‘very well-functioning team’ recently saw IPOs and capital increases in Germany and Switzerland and private placements, block trades and accelerated bookbuilding procedures as part of its portfolio. It assisted the Swiss Zur Rose Group with its IPO at the SIX Swiss Exchange and in the area of block trades advised Credit Suisse on the share issue of GAM, the global asset manager with a seat in Switzerland. It also acted for the supervisory board of GfK in connection with Acceleratio Capital’s voluntary public takeover offer for all remaining publicly traded shares of GfK at a total volume of €690m. With regards to capital increases clients included the syndicate banks regarding the €13bn capital increase of UniCredit, and Guggenheim Securities, Baader Bank and Trout Capital concerning the capital increase of Medigene. Lutz Krämer is ‘one of the old masters in the equity capital markets area and a very popular advisor for complex matters’. US lawyers Gernot Wagner and Rebecca Emory, who was promoted to partner at the start of 2017, are ‘both easily reachable, available and very pragmatic’. Benedikt Gillessen, however, joined Norton Rose Fulbright in October 2017, a departure that was rapidly met with the hire of local partner Thilo Diehl, previously principal associate at Freshfields Bruckhaus Deringer.

Clifford Chance has expertise in IPOs, capital increases and private placements, including international transactions. George Hacket leads the practice and is well versed in matters surrounding US securities law and those with a cross-border Austrian aspect. The team advised the issuing banks in connection with the cash capital increase and the reallocation of 500,000 shares of the Austrian food corporation AGRANA held by Südzucker, and BUWOG on its cash capital increase in the amount of over 12 million BUWOG shares. Another highlight was advising the banking syndicate comprised of Citigroup Global Markets, Berenberg Bank and Hauck & Aufhäuser on the IPO of Aumann on the Prime Standard of the Frankfurt Stock Exchange and HAMBORNER REIT was another client in connection with its capital increase. Sebastian Maerker is recommended for both equity and debt capital markets matters.

With its ‘excellent industry knowledgeGleiss Lutz’s ‘absolutely client-oriented’ equity capital markets practice continues to focus on advising issuers and provides ‘business-related and realistic results and solutions’, since ‘economic issues are taken into account and, due to the team’s experience, it can also master special constellations’. The client portfolio is comprised of medium-sized companies, such as Adler Modemärkte, centrotherm photovoltaics and SLM Solutions, but also larger corporations, including Infineon and LEG Immobilien, and the team often cooperates with the London-based capital market practices of US firms Greenberg Traurig, LLP and Proskauer Rose LLP. It advised AlzChem on the planned but postponed IPO on the Frankfurt Stock Exchange and Trelleborg on the planned but not executed IPO of TrelleborgVibracoustic. However, the team also successfully completed a capital increase with subscription rights and pre-placement with institutional investors for MPC Capital, and another capital increase of about 10% under exclusion of the subscription right of the shareholders for curasan. As co-counsel the firm also acted for KION regarding a 10% capital increase at a volume of €460m. The ‘solution-oriented and experienced’ Stephan Aubel is recommended: ‘His skills paired with his focus on what’s essential are rounded off with precision, reliability and a very pleasant manner of communicating with the clients but also third parties’.

Ashurst LLP advises on capital markets transactions of German and international companies, both on the side of syndicate banks and issuers, with expertise in IPOs, capital increases, including with subscription rights, and share placements, but also with regards to advice on the ongoing duties of listed companies. The firm has particular industry knowledge in the real estate and technology areas; it advised Kinnevik in connection with an accelerated bookbuilding procedure within which Kinnevik sold shares of Rocket Internet at a value of €200m, and IBU-tec as transaction counsel with the first ever IPO in the newly created segment for small to mid-sized companies in the open market on the Frankfurt Stock Exchange (the listing segment Sclae). Recently the team also acted for Berenberg Bank regarding the capital increase of SNP Schneider-Neureither & Partner for the financing of the acquisition of three South American SAP consulting companies. Other clients include Alno, GRAMMER, Baader Bank, Oddo Seydler Bank and ICF BANK. Matthias von Oppen is the key figure; he also heads the China Desk based in Frankfurt.

CMS advises on equity capital markets often in close collaboration with the M&A, energy and restructuring practices, amongst others, and has particular expertise in the field of stock dividends. The firm recently assisted longstanding key client Capital Stage with the legal aspects of the successful takeover offer to the shareholders of CHORUS Clean Energy and again advised on the payment of a stock dividend. It also acted for Bankhaus Metzler as underwriter in the capital increase of Pantaleon Entertainment. Andreas Zanner leads the practice and Philipp Melzer is also recommended.

Cleary Gottlieb Steen & Hamilton LLP’s equity capital markets practice often advises on the US aspects of various transactions. A key client is Deutsche Bank; currently the firm advises on its capital increase announced in March 2017 consisting of a rights issue of up to 687.5 million new shares and a volume of €8bn. Gabriele Apfelbacher also advised the syndicate banks on the planned but cancelled IPO of a German company. Other clients include Commerzbank and Nordic Investment Bank. US lawyer Ward Greenberg is also recommended; Hanno Sperlich, however, left the firm in the summer of 2017.

With a ‘big readiness to assist clientsNoerr provides ‘excellent advice’ on equity capital markets matters and was again able to position itself in advising on IPOs: The firm assisted trivago with its €430m IPO and listing on the NASDAQ in New York. Other expertise lies in public M&A transactions and delistings. Besides key client Oddo Seydler, the practice also gained Berenberg Bank and Baader Bank as two further banks in its portfolio. Additionally the team was significantly strengthened with the takeover of White & Case LLP’s Hamburg office in April 2017, which included the arrival of capital markets expert Volker Land. Holger Alfes is considered an ‘experienced lawyer, who identifies potential problems’.

A ‘preferred firm’ for several clients, Norton Rose Fulbright’s equity capital markets practice is considered ‘very good’ and advises primarily on the issuer side. A highlight was advising ADLER Real Estate on the issue of a convertible bond at a value of €137.8m by issuing subscription rights to the existing shareholders and convertible bond holders and private placements in particular jurisdictions outside Germany and the US. The team also acted for paragon in the context of its €13.5m capital increase under exclusion of the subscription rights of the shareholders and an international private placement with qualified investors. Another key client is quirin bank. Frank Regelin head the equity capital markets practice and also the corporate team. Peter Holst is noted for his ‘quick thinking and very good equity capital markets knowledge’ and in October 2017 Benedikt Gillessen joined from White & Case LLP.

Taylor Wessing is considered ‘very good for and experienced in mid-sized matters’ and has expertise in IPOs, rights offerings, listings and public takeovers. Lars-Gerrit Lüßmann and Christoph Vaupel were particularly busy with the comprehensive legal and strategic advice for the Ministry for Economics, Transport and Regional Development of the State of Hesse (HMWVL) as responsible securities and exchange commission in the examination of the proposed merger between Deutsche Börse and the London Stock Exchange. ‘Very qualified and experienced lawyer’ Marc-Oliver Kurth in Berlin also delivers ‘grounded, prompt and fact-oriented work’; he advised Scope Corporation on the conversion of the legal form of the company into a partnership limited by shares. The team also acted for Oddo Seydler Bank as sole global coordinator and bookrunner regarding the capital increase with subscription rights of the shareholders of SNP Schneider-Neureither & Partner.


Structured finance and securitisation

Index of tables

  1. Capital markets: Structured finance and securitisation
  2. Leading individuals
  3. Next generation lawyers

Leading individuals

  1. 1
    • Martin Geiger - Hengeler Mueller
    • Bernhard Kaiser - Freshfields Bruckhaus Deringer
    • Oliver Kronat - Clifford Chance

Next generation lawyers

  1. 1
    • Patrick Scholl - Mayer Brown LLP

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Freshfields Bruckhaus Deringer advises on structured finance products and structured finance transactions, including advice on complex securitisations and derivatives. The firm’s portfolio recently included a wide variety of matters, such as a synthetic CMBS transaction; the restructuring of an ABS programme; a structured loan to a hedge fund for the acquisition of shares of a listed company; the securitisation of a portfolio of trade receivables; and advice in connection with receivable financing. For Crédit Agricole CIB and Royal Bank of Scotland the team advises in the context of the restructuring of the securitisation platform for Groupe PSA’s German motor vehicle financings. Another client is GMAC Mortgage Group regarding the securitisation of German loans and leasings via a warehousing company by way of a bond issue, and concerning the public securitisation of automotive loans and the back-up servicing of various German transactions. Bernhard Kaiser is the key figure, however, the partner promotion of Robin Helmke in May 2017 shows that the firm continues to invest in strengthening the practice.

Hengeler Mueller continues to be considered one of the first addresses for innovative, complex transactions in the area of structure finance and securitisations. A focus lies on the development, restructuring and expansion of asset-based commercial paper programmes and other forms of asset-based financings. The firm often advises on the securitisation of trade receivables, frequently at the pan-European level and with a private equity context, and on the securitisation of leasing receivables and also consumer credits, such as advising abcbank regarding the securitisation of leasing receivables of the bank and Landesbank Baden-Württemberg on the securitisation of consumer credits of CreditPlus Bank. Another highlight was assisting Bank of America Merrill Lynch with a CMBS transaction: the securitisation of the loan to Lorac Investment via Taurus 2016-2. Other expertise lies in RMBS transactions, structured covered bonds and synthetic securitisations. Stefan Krauss gives advice ‘at the highest level’ and is recognised as a ‘strong name’ in the market. Martin Geiger is also recommended, but is mainly based at the London office.

Linklaters places an emphasis on synthetic securitisations and the restructuring and handling of existing structured finance transactions, but also advises on portfolio transactions and their refinancing on the seller, purchaser and financer side, and on derivatives transactions. The frequently recommended Christian Storck and Jörg Fried are experts in the area of OTC derivates and recently acted for the Federal Association of German Banks (Bundesverband deutscher Banken) regarding a German netting opinion. Barbara Lauer and Burkhard Rinne, who was promoted to partner in May 2017, are considered ‘two extreme experts in securitisation’. The team advised the state of Schleswig-Holstein and the city of Hamburg on the transferral of an international portfolio of distressed ship loans of HSH Nordbank to the winding up-agency newly introduced by the states and its refinancing; and assisted EIB and EIF with a direct and indirect investment in the securitization of a €440m portfolio of Austrian leasing receivables. A key client regarding clearing matters is Eurex Clearing. Kurt Dittrich heads the practice.

Allen & Overy LLP advises on select securitisation transactions and structured financings with expertise in a multitude of asset classes and an equally active derivatives practice. Clients include German, European, Japanese and international investment banks and financial institutions, which the firm advises on financings backed by SME, airplane, ship and real estate loans and infrastructure and energy assets. Together with colleagues in New York and London, practice head Martin Scharnke assists four large investment banks with the implementation of new global regulations by the WGMR (Working Group for Margin Requirements) for security services for derivatives, including the negotiation and development of collateralisation documentation for master agreements for derivatives. He also provides comprehensive advice to Credit Suisse (Zürich, London and Frankfurt) regarding its business with structured products and the continued development of its pan-European issuing platform for structured products. Stefan Henkelmann has particular CMBS expertise and recently advised Vonovia on the full repayment and execution of the €3bn GRF-1, GRF-2 and Taurus-WOBA CMBS transactions. Another client is Mitsubishi UFG Securities EMEA regarding an innovative project bond repackaging under a programme for the issuance of collaterised liabilities of a foreign issuing vehicle; the underlying project bond serves the refinancing of an infrastructure project in Turkey. Matthew Howard withdrew from the legal profession in May 2017.

Considered by many as ‘leading in the ABS business in Germany’, Baker McKenzie’s ‘sociable team’ is doubtlessly ‘established’ in advising on structured finance and securitisation. ‘Reliable, pragmatic, quick and flexible’ the firm advises on various asset classes, continues to be considered one of the leading practices in the automotive sector with transactions for BMW and Volkswagen, amongst other, but also handles large, particularly multijurisdictional, ABCP transactions in the area of trade receivables (such as for Commerzbank, DZ Bank, ING and BayernLB) and in the area of leasing receivables and residual value receivables. The team acted for Société Générale as arranger counsel in the second public ABS leasing and residual value transaction of ALD Autoleasing D and was able to gain Rabobank as a new client regarding the establishment of a new bank factoring programme in Germany. DBRS has been another client for over two years in connection with continuous advice on the ratings of all asset classes in EMEA, recently concerning the Alpspitze transaction as a structured covered bond by Deutsche Bank with a volume of €35bn RMBS bonds. The team has ‘very good knowledge in the ABS business, takes into account economic and commercial aspects of clients and is always quickly available and uncomplicated’; Sandra Wittinghofer is recommended; Martin Kaiser, however, joined Ashurst LLP in August 2017 and Matthias Eggert already left for Dentons in April 2017.

According to clients Clifford Chance’s advice on structured finance and securitisation is ‘very satisfactory’; however, the practice saw the departure of Arne Klüwer to Dentons together with former senior associate Mortimer Berlet, who also joined the firm as partner. The frequently recommended Oliver Kronat now remains as the key figure; he continues to be highly regarded in the market for his ‘reliable availability, absolutely on schedule and very high quality work and broad knowledge’. His focus includes the securitisation of trade, leasing and loans receivables and fund shares, the establishment of ABCP conduit programmes and portfolio sales. He recently advised EIB and EIF on investments in various securitisations of receivables from leasing and lease-purchase transactions; Santander Consumer Bank as originator in the securitisation of German consumer loans at a value of €750m; and BMW Bank as originator in two securitisation transactions of automotive loan portfolios at a value of €1.07bn respectively. Counsel Kerstin Schaepersmann is also recommended.

According to peers Hogan Lovells International LLPcontinues to advance’ in the structured finance area; the ‘strong’ team is ‘highly visible’ when it comes to advice on derivatives and has an ‘established’ leading reputation with automotive banks. Recently the firm advised Mercedes-Benz Bank on the securitisation of a portfolio of German auto loans with a volume of €1.1bn, and Volkswagen Leasing on the securitisation of €1.2bn leasing receivables. Yet the team also advises on other asset classes, such as Nord/LB regarding the structuring and implementation of a privately placed securitisation transaction in connection with a portfolio of distressed and non-performing ship loans with an outstanding loan amount of $1.5bn in total. Besides the focus on structured issues and international ABS transactions, the firm also handles the establishment and management of programmes. Clients include Santander Consumer Bank, Sixt Leasing and FMS Wertmanagement, among others. The ‘very successfulDietmar Helms is considered ‘a renowned fixture in the market’ and Sven Brandt is also recommended.

Mayer Brown LLP’s ‘fantastic practice’ continues to hold its ground in advising on complex structured finance matters, particularly cross-border transactions, and is ‘highly esteemed’. Asset-based lending now makes up one of the most important structured finance products of the practice and advice ranges from the securitisation of trade and automotive receivables – such as assisting Crédit Agricole CIB, BNP Paribas, Bank of America Merrill Lynch and The Royal Bank of Scotland with the issue of €513.5m loans secured by German automotive loans of Opel Bank – to the establishment and updating of issuing platforms and a focus on retail products, including certificates, warrant bonds and other structured bonds. Particular expertise also lies in OTC derivatives. Andreas Lange continues to be well regarded in the market and Patrick Scholl is also recommended. The team also has good ancillary regulatory knowledge and works closely together with the US securitisation practice.

In structured finance and securitisation matters White & Case LLPbrings high industry knowledge and expertise to the table and comes up with acceptable solutions for all parties’; clients also especially note the ‘deep understanding of economic contexts’. A particular strength lies in the asset classes leasing and infrastructure. The firm advised Crédit Agricole and Société Générale as arrangers and BNP Paribas on the securitisation of German auto loan receivables, which were granted by RCI Banque for the financing of motor vehicles. For HSH Nordbank the team handled a complex synthetic loan securitisation. Other recent matters include the structuring and implementation of a complex whole business securitisation transaction, a repo transaction and advice regarding multiple structured covered bonds and in connection with non-performing loans. Key figure Dennis Heuer is an ‘experienced specialist with great detailed knowledge, particularly with regards to securitisations’; he has an ‘impressive track record’ and ‘convinces with his client orientation, pragmatism and cost awareness’.

Ashurst LLP is ‘strong in the area of structured finance and derivatives’ and places a particular focus on retail products. The ‘really good’ team surrounding Tobias Krug, head of the securities and derivatives group, not only has expertise in structured products but also regarding OTC derivatives and securitised derivatives. It also has particular knowledge in PRIIPs KID, the credit-linked area and in regulatory matters. It advises Deutsche Bank in connection with the global project for the implementation of EMIR; SIX Financial Services regarding the company’s PRIIPs offer; and Credit Suisse on the establishment of its first credit-linked note programme according to German law. Another client is Erste Group in the context of all its structured products programmes, including equity-linked, credit-linked, asset-linked and multi-asset-linked. A significant boost for the team was Martin Kaiser’s arrival from Baker McKenzie in August 2017.

Now also ‘on the radar’, Dentons was able to significantly strengthen its structured finance and securitisation practice: The firm not only gained Arne Klüwer from Clifford Chance in Frankfurt in April 2017, who now heads the German banking and finance group and the European structured finance practice, but Mortimer Berlet followed at the same time and joined as partner, and in the Munich office the ‘bright’ Matthias Eggert switched from Baker McKenzie. He currently advises BillFront on a financing structure for the refinancing of receivables from online advertisement, and provides continuous advice to Wilmington Trust SP Services as trustee regarding a multitude of securitisations and collatoralised financings. The team also advises various German banks on diverse cross-border trade receivables transactions, in some cases with multiple financings from different banks.

Jones Day’s ‘above average’ practice is noted for its ‘good advice’ on structured products, derivatives, securitisations, particularly of auto loans and trade receivables, but also in product-based regulatory law. The team is ‘very good: quick, efficient, direct, without detours and unnecessary additional work’ and focuses on asset-based financings especially with regards to support through new technologies, such as blockchain. It advises key clients Volkswagen Bank and Volkswagen Financial Services not only on the yearly update and extension of the seven securitisation platforms for ABS loans with a total volume of up to €10bn, but now also assists with the structuring and the new development of the Italian securitisation programme in collaboration with the Milan office. Another highlight is the firm’s advice to UniCredit regarding its asset-based commercial paper programme, the multi-seller programme Arabella Finance DAC with an outstanding volume of €4bn for the European and US market. ‘Very experienced’ practice head Ulf Kreppel is ‘very professional and solution-oriented and as transaction lawyer manages a balance of interests between all parties’. Nick Wittek is also recommended.


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