Debt capital markets in Germany

Allen & Overy LLP

Advising issuers and underwriters on default provisions for variable reference rates used in the issuance of floating rate notes constitutes an increasingly significant portion of Allen & Overy LLP's workload, while the team continues to demonstrate its strength in drafting and updating issuance programmes as well as in the issuance of corporate bonds, pfandbriefe and other collateralised bonds. Its expertise also extends to structured bonds, equity and hybrid instruments, high-yield bonds, registered bonds and bond repurchases. Clients also benefit from the team's close cooperation with the ECM practice. Since Christoph Enderstein's move to Norton Rose Fulbright in March 2020, Martin Scharnke has been heading the team alone.

Practice head(s):

Martin Scharnke

Other key lawyers:

Stefan Henkelmann; Marc Plepelits; Knut Sauer

Clifford Chance

The team at Clifford Chance is noted for its 'close and professional cooperation', which makes it an attractive advisor for a wide range of products and transactions. This includes convertible, hybrid and high-yield bonds, structured bonds, Eurobonds and promissory note loans as well as EMTN and ECP programmes and certificates. The practice acts for a large number of well-known financial institutions and companies and is led by the 'assertive and committed' Sebastian Maerker.

Practice head(s):

Sebastian Maerker

Other key lawyers:

Gregor Evenkamp; George Hacket

Testimonials

The cooperation with George Hacket is very pleasant and simultaneously always of high quality.

Sebastian Marker stands out for his very high technical competence.

Key clients

Volkswagen AG

Börse Stuttgart (SWB)

EnBW International Finance B.V.

Barclays

BNP Paribas N.V.

ING Bank

HSBC

Work highlights

  • Advice to a banking consortium consisting of J.P. Morgan, Barclays PLC, Bank of America Merrill Lynch, Société Générale, UniCredit Bank AG and thirteen co-lead managers on the loan to the Austrian Republic with a value of €5 billion.
  • Advice to a consortium led by J.P. Morgan on a €4.5 billion loan from SAP SE.
  • Advice to Boerse Stuttgart Securities GmbH on the development of an issuing platform for covered bonds with regards to precious metals.

CMS

CMS focuses on bonds, including MTN and CP programmes, promissory notes and registered bonds as well as on structured products and OTC derivatives, which leads to regular instructions from banks but also issuers. Following Oliver Dreher's move to Dentons in December 2019, Philipp Melzer now heads the practice.

Practice head(s):

Philipp Melzer

Testimonials

The client’s interests are realised in a good and practical manner.

Key clients

Deutsche Bank AG

Telefónica Deutschland

Bayerische Landesbank (BayernLB)

European Bank for Reconstruction and Development (EBRD)

Crédit Agricole Corporate and Investment Bank (CACIB)

SIXT SE

SIX Group AG

Mediobanca S.p.A

Work highlights

  • Advice to Telefónica Deutschland on the placement of a benchmark loan.
  • Advised the Bayerische Landesbank (BayernLB) on the renewal of the commercial paper-scheme of the Thomas Cook Gruppe with a volume of up to €500 million.
  • Advised the European Bank for Reconstruction and Development (EBRD) on the promissory note loans transaction of Faurecia.

Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer has extensive expertise in all kinds of corporate bonds, including high-yield bonds subject to German law, as well as repurchase and exchange offers. Team head Christoph Gleske is experienced in hybrid bonds and also provides advice on compliance matters.

Practice head(s):

Christoph Gleske

Other key lawyers:

Mark Strauch; Rick Van Aerssen; Bernhard Kaiser

Gleiss Lutz

Gleiss Lutz regularly acts at the intersection with restructuring and finance, which is not least due to its close cooperation with these practice groups, but the team also has solid experience in high-yield bonds, corporate bonds and promissory notes. Helge Kortz heads the practice.

Practice head(s):

Helge Kortz

Other key lawyers:

Kai Arne Birke; Stephan Aubel

Testimonials

The Gleiss Lutz DCM Praxis is perfect for Corporates, represents their interests in the best possible way and is characterised by high advisory quality, permanent presence of the team and pleasant, proactive communication.

Kai Arne Birke is always approachable, to the point and knows the market very well. His advice is clear, easy to understand and exactly that what we need.

Hengeler Mueller

Hengeler Mueller is well placed to advise on bonds and structured finance. Its experience is reflected in the assistance with issuance programmes, including those of various DAX companies, and with the issuance of bonds, including green bonds, among other matters. Other work pertains to advising investment issuers on the repurchase of debt securities by way of open market operations and on the basis of formal purchase offers. Hendrik Haag, who specialises in capital markets-based financings, DCM and banking and finance law expert Dirk Bliesener and 'extremely pleasant' capital markets lawyer Alexander Rang are the key contacts. Counsel Bianka Bielecke is another name to note; she advises banks and companies on capital markets transactions in connection with the issuance of bonds.

Practice head(s):

Hendrik Haag; Dirk Bliesener; Alexander Rang

Other key lawyers:

Bianka Bielecke

Testimonials

Leading practice with innovative ideas and reliable advice of outstanding quality.

Key clients

DZ Bank AG

BAWAG Group AG

adidas AG

HSBC Trinkaus & Burkhardt AG

Deutsche Bank AG

J.P. Morgan

Morgan Stanley

Bank of America Merrill Lynch

Goldman Sachs Group, Inc.

Commerzbank AG

Citigroup Inc.

UniCredit Bank AG

NatWest Markets

Landesbank Baden-Württemberg (LBBW)

BNP Paribas S.A.

Work highlights

  • Advice to a banking syndicate on a €10 billion-EMTN-scheme and a €500 million loan to Fresenius Medical Care.
  • Advised the BAWAG Group AG on its AT1-public offering of  €300 million.
  • Advice to the DZ Bank AG on the issuance of its first green bond with a volume of up to €250 million.

Hogan Lovells International LLP

Hogan Lovells International LLP's strength lies in advising banks on emission programmes, but the team has also been successful in expanding its corporate client portfolio. In other work, the team led by Michael Schlitt and Sven Brandt advises on bonds, pfandbriefe and promissory notes and is also experienced in liability management.

Practice head(s):

Sven Brandt; Michael Schlitt

Other key lawyers:

Julian Fischer; Dietmar Helms; Peter Maier; Jochen Seitz

Key clients

Commerzbank AG

Deutsche Bank AG

Katjes International GmbH & Co. KG

Norddeutsche Landesbank Girozentrale (NORD/LB)

Shop Apotheke Europe N.V.

UniCredit Bank AG

Work highlights

  • Advice to the Deutsche Bank AG on its annual programme-update of the €60 billion-issuance programme by FMS Wertmanagement AöR.
  • Advised the Deutsche Kreditbank AG on the annual update of its debt issuance programme.
  • Advice to Katjes International GmbH & Co. KG on the placement of a new corporate bond with a value of approximately €110 million.

Latham & Watkins LLP

Latham & Watkins LLP specialises in the issuance of high-yield and investment grade bonds in Germany, the rest of Europe and in the US, providing companies, sponsors and banks with assistance under German, English and New York law. Frequently, these instructions include bank financing elements, which, thanks to the team's strong cooperation with its capital markets and banking groups, reflects its capabilities to handle matters at this intersection. Its expertise also extends to derivatives, structured bonds, pfandbriefe and German covered bonds. Rüdiger Malaun heads the team, which also includes high-yield bond expert Alexander Lentz.

Practice head(s):

Rüdiger Malaun

Other key lawyers:

Marcus Funke; Alexander Lentz

Key clients

Ardian

Bank of America Merrill Lynch

Barclays

BayWa AG

BillFront Ltd.

BNP Paribas

Credit Suisse Group AG

CrossLend GmbH

Demire Deutsche Mittelstand Real Estate AG

Deutsche Bank AG

Gateway Real Estate AG

Goldman Sachs

J.P. Morgan

Kongsberg Automotive Holding ASA

Landesbanken Hessen-Thüringen und Bayern (Helaba)

Morgan Stanley

Progroup AG

Summit Germany Limited

UniCredit Bank AG

Work highlights

  • Advised a banking consortium under the leadership of Deutsche Bank AG and Citigroup Inc. on the placing of a secured high-yield bond of IHO Holding with several instalments and an overall volume of approximately €2.1 billion.
  • Advice to Kongsberg Automotive Holding ASA on a comprehensive refinancing scheme. The transaction included the first public offering of senior secured notes under New York law with an overall volume of €275 million and duration until 2025, as well as a new super senior revolving credit facility with a volume of €50 million.
  • Support to a banking consortium consisting of Deutsche Bank AG, BNP Paribas and UniCredit Bank AG as global coordinators and joint bookrunners and the Bayerische Landesbank (BayernLB) and IKB Deutsche Industriebank AG as co-managers of a secured bond financing valued at €250 million; the funds of the bond and bank financing were used as redemption for the existing bank liabilities of the KAEFER-Gruppe.

Linklaters

Linklaters covers a broad field of bonds and structured finance work, which is not least due to its close cooperation with the firm's ECM, M&A and corporate teams. Led by Kurt Dittrich, the team's strength lies in convertible and exchangeable bonds, hybrid equity instruments, Eurobonds and Yankee bonds alongside high-yield bonds and issuance programmes as well as in providing advice on the repurchase and exchange of bonds. Peter Waltz is 'extremely experienced' and Alexander Schlee is an expert in both DCM and ECM. Managing associate Martin Rojahn is another name to note and provides wide-ranging advice on the issuance of bonds.

Practice head(s):

Kurt Dittrich

Other key lawyers:

Peter Waltz; Alexander Schlee; Christian Storck; Martin Rojahn

Testimonials

Very well-organised large firm. Manages to balance even absolute work load peaks with enough personnel.

Peter Waltz delivers outstanding legal work with high competence.

Peter Waltz is pragmatic and pleasant to work with.

Alexander Schlee is always available, very solution-oriented and efficient.

Key clients

Schaeffler AG

Münchener Rückversicherungs-Gesellschaft AG

Work highlights

  • Advised a banking consortium consisting of 15 investment banks as bookrunners on the $15 billion loan of Bayer US Finance II as well as a bookrunner on the issuance of €5 billion-bonds in four instalments by Bayer AG.
  • Advised the bookrunners amongst other things on the issuance of $8 billion Yankee-bonds by the Volkswagen AG.
  • Advice to the bookrunners on the issuance of €500 million-bonds by Immofinanz AG.

Mayer Brown LLP

The 'good' team at Mayer Brown LLP led by the 'very experienced and professional' Patrick Scholl predominately advises financial institutions on bonds, pfandbrief and promissory note issues alongside emission programmes and regulatory matters. In the liability management space, the team frequently cooperates with its corporate and finance colleagues. In February 2019, it received a boost with the arrival of senior counsel Berthold Kusserow from Berwin Leighton Paisner LLP, now Bryan Cave Leighton Paisner LLP. Among other matters, he handles bonds and structured capital market products.

Practice head(s):

Patrick Scholl

Other key lawyers:

Berthold Kusserow

Testimonials

Very good, committed and efficient way to work.

The high advice competence, outstanding expertise, very fast response times and a consistently satisfying quality of work particularly stand out.

Patrick Scholl has the ability to find quick and binding solution proposals even in complex situations. Furthermore, he has an excellent feel for economic parameters and a deep knowledge of the market.

Key clients

DekaBank Deutsche Girozentrale

Deutsche Bank AG

Landesbank Baden-Württemberg (LBBW)

Société Générale Corporate & Investment Banking

Hamburg Commercial Bank AG

Bayerische Landesbank (BayernLB)

UniCredit Bank AG

Commerzbank AG

Work highlights

  • Advice to the Bayerische Landesbank (Bayern LB) on an innovative borrower’s note loan for Barry Callebaut.
  • Advice to the DekaBank Deutsche Girozentrale on matters regarding the update of their issuance programme in particular in the course of new requirements for the non-preferred debt class and benchmark regulation.
  • Advice to the Deutsche Bank AG on the documentation of a bond issuance of the Hamburgische Handelsbank.

Norton Rose Fulbright

During the research period, Norton Rose Fulbright provided frequent assistance with the issuance of bonds. The team led by Frank Regelin advises issuers and underwriters on corporate bonds in particular and regularly cooperates with colleagues in its Luxembourg and London offices. In March 2020, the team was augmented with the arrival of debt capital expert Christoph Enderstein from Allen & Overy LLP.

Practice head(s):

Frank Regelin

Other key lawyers:

Christoph Enderstein

Key clients

ADLER Real Estate AG

Royal Bank of Canada

National Bank of Canada

Monaco Resources Group

IKB Deutsche Industriebank AG

M.M. Warburg & CO (AG & Co.)

paragon GmbH & Co. KGaA

R-Logitech SAM

Lang & Cie. Real Estate

Beteiligungsgesellschaft mbH

Aggregate Holdings SA

Work highlights

  • Advice to the ADLER Real Estate AG on the public offering of bonds with a nominal value of €800 million.
  • Advice to the Royal Bank of Canada on the issuing of several registered bonds under German law, including a new and complex multi-instalment public offering.
  • Advice to the MRG Finance UK plc and its parent company Monaco Resources Group S.A.M. on the launch of a £300 million multi-currency medium term note scheme and on a first €50 million note public offering.

Skadden, Arps, Slate, Meagher & Flom LLP

With a team of lawyers qualified in Germany and the US, Skadden, Arps, Slate, Meagher & Flom LLP is well equipped to guide clients through cross-border transactions, most notably those with US law elements. As a key strength, the team led by Stephan Hutter and including corporate and capital markets law expert Katja Kaulamo is well versed in advising on equity-linked bonds such as convertible bonds as well as matters at the intersection with restructuring.

Practice head(s):

Stephan Hutter

Other key lawyers:

Katja Kaulamo

Key clients

SGL Carbon SE

Work highlights

  • Advice to SGL Carbon SE on the placing of non-subordinated collateralised convertible bonds with a total nominal amount of €159.3 million.
  • Advice to a manufacturer in the industrial segment for electrical components and systems on the issuance of a convertible loan.
  • Advice to a foreign federal state on the conversion of distressed investments into structured bonds.

Sullivan & Cromwell LLP

Providing advice under German and US law, Sullivan & Cromwell LLP advises issuers and syndicate banks and demonstrates particular expertise in US SEC-registered issuances under Rule 144C of the Securities Act. Advising on equity-linked and high-yield bonds is another key element of Carsten Berrar's practice.

Practice head(s):

Carsten Berrar

Other key lawyers:

Krystian Czerniecki; Konstantin Technau; Wolfgang Feuring

White & Case LLP

The 'very good' team at White & Case LLP has 'extensive knowledge' and provides 'pragmatic solutions', which leads to regular instructions from issuers and investment banks. As an integrated German-American practice, it is particularly experienced in cross-border transactions linked to the US and regularly advises on high-yield, corporate and hybrid bonds alongside the issuance of pfandbriefe. Key contacts include 'very experienced and reliable' DCM expert Jochen Artzinger-Bolten and 'brilliant' local partner Cristina Freudenberger, who specialises in bonds, promissory notes, pfandbriefe and structured financial products.

Practice head(s):

Jochen Artzinger-Bolten

Other key lawyers:

Rebecca Emory; Gernot Wagner; Karsten Wöckener; Cristina Freudenberger

Testimonials

Demonstrates an enormously high service level with above-average commitment and flexibility.

Short response times and an always approachable team, in which everyone has the guts to say if they don’t know something and then look for an answer. Therefore one always has the feeling that all answers are well-conceived and make sense.

Jochen Artzinger-Bolten is extremely pleasant and reliable to work with.

Gernot Wagner is experienced, pragmatic and solution-oriented.

Karsten Wöckener keeps things in mind as well as thinking outside the box. He is honest, direct and solution-oriented and proactively addresses important and critical topics. Furthermore, he has an enormously broad product knowledge even pertaining to highly complex structures.

Cristina Freudenberger is competent, friendly and calm; an asset for any project.

‘Cristina Freudenberger is very committed, quick-witted and ambitious.

Key clients

ABN AMRO Bank

Banco Santander, S.A.

Bankhaus Lampe KG

Bayerische Landesbank (BayernLB)

BNP Paribas

Citigroup Inc.

Commerzbank AG

Consus Real Estate AG

Crédit Agricole

Deutsche Bank AG

DZ BANK AG

ING Bank N.V.

J.P. Morgan

OMV AG

UniCredit Bank AG

Work highlights

  • Advice to Vier Gas Transport GmbH on the launch of a €5 billion-debt issuance scheme and on a bond issue under the previously launched debt issuance scheme.
  • Advice to the Commerzbank AG on a bond issuance of BMW Finance N.V. with a value of €3 billion.
  • Advice to the Dealergruppe under the guidance of the Commerzbank AG on the launch of a €5 billion-debt issuance scheme of automotive and industrial supplier Schaeffler AG.