The Legal 500

Cleary Gottlieb Steen & Hamilton LLP’s team is praised for its ‘cutting-edge know-how’ and had some notable highlights in the equity capital markets arena, including advising BofA Merrill Lynch, Citi and others in the offering of €64.9m new preferred shares of Volkswagen. In debt capital markets, the team acted for the underwriters in the offering of $1.75bn notes issued by Volkswagen International Finance and guaranteed by Volkswagen. Ward Greenberg and Gabriele Apfelbacher are recommended, and Christof von Dryander and Thomas Kopp are appreciated as ‘extremely thorough’.

Andreas König heads the successful equity capital markets team at Freshfields Bruckhaus Deringer, whose highlights included advising Ströer Out-of-Home Media and Kabel Deutschland Holding on their IPOs (€394m and €759m respectively). Christoph Gleske’s debt capital markets team advised NORD/LB on the issuance of $500m capital notes without a maturity date through Fuerstenberg Capital International. In the area of high yield, the firm acted for Continental on the issuance of the first secured bond by Conti-Gummi Finance, in the amount of €750m.

Hengeler Mueller’s strong record in capital markets continued, with noteworthy transactions that included, on the equity side, the innovative €2.4bn HeidelbergCement deal, which was the largest subscription rights capital increase for many years in Germany. On the debt side, leading transactions included the €22.5bn refinancing of Deutsche Pfandbriefbank and the acquisition financing of Merck through a €3.2bn bond issuance. Described by clients as a ‘standalone firm’ in the market, Wolfgang Gross and Torsten Busch are singled out as ‘pre-eminent practitioners’.

Wolfgang Feuring heads Sullivan & Cromwell LLP’s capital markets team, which has a strong focus on the equity side of the sector, striking a good balance between issuer and underwriter representations. Successes in 2010 included advising the underwriters in the complex €105m rights offering by Draegerwerk & Co, and on the issuer side advised Sky Deutschland on €340m of capital measures. Carsten Berrar is recommended.

Allen & Overy LLP’s ‘very business-minded’ team ‘always finds the right solution when facing challenges’. It acted for Morgan Stanley and JP Morgan on the IPO of Ströer Out-of-Home Media, and for Deutsche Bank and Morgan Stanley as underwriters on the €686m capital increase of K+S. The firm also advised Bilfinger Berger on its €270m rights issue. Clients recommend Gernot Wagner and Oliver Seiler.

Clifford Chance played an active role in the discussions over a bad bank scheme for Germany, with Marc Benzler being appointed by the Federal Parliament to advise on the plan. Other significant highlights included the €1bn SAP bond issue, advising the banks, and also acting for a consortium of banks led by Credit Suisse (Europe) on a €400m bond issue by Rhoen-Klinikum. On the equity side, the team advised Volkswagen on its €4bn capital increase.

Linklaters LLP was involved in several restructuring transactions for companies in need of fresh equity, notably UniCredit’s €3.9bn capital increase, which was one of the largest trans-national capital increases with subscription rights in the bank sector. On the debt side, the Federal Republic of Germany engaged the team on its issue of €4bn 1.5% bonds. Christoph Vaupel is ‘very good at providing cross-border advice’.

Shearman & Sterling LLP’s ‘very good’ team is able to find solutions ‘without compromising legal quality’. In equity capital markets, the team advised Deutsche Bank, Goldman Sachs and JP Morgan on Continental’s €1.08bn rights issue, and Citigroup and RBS on the offering of €750m 8.5% senior secured notes by Conti-Gummi Finance, the first issue of secured high-yield bonds under the new German Bond Act. Katja Kaulamo and Stephan Hutter are noted as ‘leading negotiators’.

The ‘highly committed’ and ‘very engaged’ team at White & Case LLP advised Deutsche Bank and Morgan Stanley on an envisaged IPO in the consumer goods sector worth over €500m. In debt capital markets, the team assisted Deutsche Bank as lead manager of an issue of €750m fixed-rate notes by Evonik Industries, and Crédit Agricole and others as underwriters and joint lead managers of €500m fixed-rate notes issued by Rheinmetall. Clients value Jochen Artzinger-Bolten’s ‘excellent advice’ and Lutz Krämer’s ‘client-oriented’ approach.

CMS Hasche Sigle’s specialism in IPOs of Chinese companies in Germany was a major factor in its success in 2010; clients included Vtion Wireless Technology, Joyou, and Asian Bamboo (which it advised on its greenshoe capital increase). The team also acted for Brenntag on its IPO on Frankfurt’s Prime Standard market. Clients note that Philipp Meltzer has ‘outstanding knowledge’, and Andreas Zanner is ‘capable of handling complex mandates and difficult situations’.

Gleiss Lutz advised on the successful issue of a substantial convertible bond by Celesio, the pharmaceutical service organisation, with a total issuance of €350m. The team also advised a syndicate of banks including Deutsche Bank and JP Morgan on the cash capital increase of Klöckner & Co. Stephan Aubel is a well-respected figure in the team.

Latham & Watkins LLP is experienced in the German equity markets sector, and was instructed by Erste Group Bank in its landmark €1.74bn rights offerings in Austria, the Czech Republic and Romania, including the admission of the new shares on several Eastern European stock exchanges. The team was also instructed by Sappi PE Paper Escrow on the €6.5bn issuance of 11.75% and 12% senior secured notes. Rudolf Haas, Roland Maass and Rüdiger Malaun are all recommended.

The ‘extremely committed’ team at Willkie Farr & Gallagher LLP provides a ‘very high level of service’. Transactions of note included advising Commerzbank on the challenging restructuring of loans granted to Schaeffler totalling €12bn, and advising Salzgitter on its convertible bond issue. Michael Schlitt heads the team, and is ‘held in high esteem’ by clients; he is ‘one of the most recognised capital markets lawyers in Germany’, and his academic background is ‘the best’.

Ashurst LLP is valued for its ‘excellent service’. Highlights on the debt side included acting for Daimler on its €35bn EMTN programme, and advising L-Bank on its €30bn debt issuance programme. The team also acted for Integralis on the public takeover by NTT Communications Corporation. Christoph Enderstein is ‘committed’ and gives ‘excellent advice’.

Baker & McKenzie played a role in introducing the standby equity product to Germany, and acted in every transaction involving it in the sector. Highlights for the team included advising SKW Metallurgie Holding in its €24.4m rights offering, and acting for Yorkville Advisors on a standby equity distribution agreement with Sygnis Pharma worth €10m. Udo Henkel and Nikolaus Reinhuber jointly head the corporate group.

In common with many firms in the market, Beiten Burkhardt saw a revival of projects put on hold during the financial crisis, particularly in the Russian and Ukrainian capital markets arenas, where the team was particularly busy. It advised Vontobel Financial Products as issuer of various structured products offered in Europe and sold within the framework of private placements, and also advised Siemens on aspects of the sale of its 25% share in Dräger Medical & Co. Bernhard Gemmel and Dirk Tuttlies head the team.

DLA Piper was involved in the first IPO by a German issuer in Hong Kong, acting for Guotai Junan Capital and Samsung Securities in the HK$185m IPO of Schramm Holding. It also advised the Draeger family as major shareholders in TecDax listed Draegerwerk & Co, in connection with a rights issue and other matters. Andreas Meyer-Landrut and Kerstin Schnabel are both recommended.

Dewey & LeBoeuf LLP covers all bases but has particular strength on the equity side, where recent work includes acting for Quanmax on its block trade of shares on the Frankfurt Stock Exchange, and also advising DZ Bank. On the debt side the firm advised Fraport on its first-time, and heavily over-subscribed, public offering and listing of €800m corporate bonds. The recommended Philip von Ilberg heads the team.

Munich-based Heisse Kursawe Eversheds stands as the largest capital markets team outside Frankfurt. Alexander Honrath’s team was involved in several high-profile transactions, notably advising J.C. Flowers on its investment in Hypo Real Estate Bank in accordance with a takeover bid from the German government, a deal worth €1.2bn. The team also assisted a large hedge fund buying and selling blocks of Continental on the takeover bid of Schaeffler, in a deal worth €10.4bn.

Hogan Lovells International LLP’s Frankfurt team is headed by Karsten Müller-Eising, and advised Draegerwerk & Co. on its €100m major rights offering. The firm also acted for News Corp on a capital increase for Sky Deutschland, involving a directly placed primary offering. Rainer Süßman is recommended.

Noerr LLP’s five-partner team, based in Frankfurt and Munich, acted for VEM as shareholder in the HeidelbergCement share placement, which generated around €2.2bn; and also for Constantin Film, the independent German production and distribution company, on its withdrawal from the Frankfurt Stock Exchange. Georg Schneider and Thomas Schulz are recommended.

Norton Rose LLP’s ‘outstanding’ team is praised by clients for its ‘groundbreaking’ work. Frank Regelin’s ECM team advised Schramm Holding on German and Hong Kong law issues in its IPO on the main market of the HKSE, and Berenberg Bank on its capital increase. Rüdiger Litten’s DCM team acted for DZ Bank on the remodelling of the Cobold credit-linked note programmes and the Emma-linked note programmes. The ‘excellent’ Michael Maltere ‘makes things happen’, and Frank Regelin’s ‘experience and industry knowledge’ are also highly valued.

Jochen Seitz heads the capital markets team at Simmons & Simmons LLP, which was instructed by Commerzbank in various matters, including a €1bn public jumbo bond issue by Deutsche Pfandbriefbank. The team has also developed strategies to include and transform the recent German Bond Act into bond terms. The team is valued for its ‘good experience’.

Taylor Wessing’s capital markets team is led by Stephan Heinemann, and has been active in public M&A transactions and capital markets compliance advice. It advised Panasonic Electric Works on the restructuring of its group governance and reporting system, and was also instructed by CR Capital Real Estate on upgrading from the FSE Open Market to the Regulated Market as a preparatory step for establishing REIT status.