Debt capital markets in Germany

Hengeler Mueller

Hengeler Mueller is a regular advisor to banks and financial services providers on bond issues, where recent matters saw the team increasingly engaging with sustainable financing as part of green bonds issuances, as well as with issuance programs, including those of some DAX companies. The group recently also assisted companies with bond issues (some of them pandemic-related) such as convertible bonds and standalone notes, while the advice on bond buyback programs represents another strength of the team. Practice head Hendrik Haag focuses on capital market-based financing, structured investment products as well as bonds issuances. He is supported, among others, by ECM and DCM expert Alexander Rang.

Practice head(s):

Hendrik Haag

Other key lawyers:

Alexander Rang; Dirk Bliesener

Testimonials

‘Hendrik Haag: Excellent knowledge of market standards and trends, even in relation to less usual constellations and structures.’

‘Hendrik Haag: Experienced, dedicated, personally pleasant to deal with.’

Frequent involvement in creating model conditions that are industry standard.’

Dr. Hendrik Haag has a very pragmatic and committed way of working. Very good market knowledge.’

Linklaters

In its advice to bookrunners and issuers, Linklaters acts across the entire DCM product range and has particular expertise in straight debt, hybrid, convertible and exchangeable bonds, as well as in the setting up of issuance programs. In the bonds sphere, the team saw an increase in instructions related to sustainable and green products, with managing associate Martin Rojahn being a key contact. He is part of the finance practice led by Kurt Dittrich who specializes in advising on structured capital market products, while Peter Waltz is one of the key contacts for issuers and banks in traditional bond transactions with a focus on convertible, exchangeable and hybrid bonds. DCM and ECM expert Alexander Schlee assists with euro, yankee and high-yield bonds, among other matters.

Practice head(s):

Kurt Dittrich

Testimonials

‘Extensive experience in DCM transactions, especially with non-plain vanilla instruments (hybrid bonds; regulatory instruments).’

Short communication links, also to partners; Cost certainty (specified budgets are adhered to).’

‘Peter Waltz: Great experience with transactions of all kinds; in-depth knowledge of regulatory instruments; deep knowledge of practical workings of transactions (as well as their legal aspects).’

‘Alexander Schlee: Great experience with transactions of all kinds; short-term availability, even at off-peak times; pragmatic solutions.

‘Martin Rojahn: Great experience with transactions of all kinds; good and “quiet” negotiation of contracts; pragmatic solutions; profound knowledge of practical processes involved in transactions.

‘The team is very well positioned in the area of convertible bonds. Since 2014 we have placed a total of 5 bonds with the help of Linklaters under both NY law and German law. In the case of the NY-law transactions, we concluded derivative transactions parallel to the bond. The Linklaters team managed everything from a single source across all jurisdictions.’

‘From our point of view, Peter Waltz is the lawyer for convertible bonds in Germany and was always available during the transaction, even in critical phases and at unusual times. His problem-solving skills deserve special mention. Since he also frequently advises on the banks’ side, his statement is also accepted by the banks, although he advises on the issuers’ side.’

White & Case LLP

White & Case LLP‘s integrated German-US capital markets practice counts national and international investment banks and an increasing number of issuers – including from the real estate sector – among its clients. It provides comprehensive advice on the whole array of debt products, including standalone (corporate) bonds, mortgage bonds, debt issuance, commercial paper and structured programs, as well as on alternative financing instruments such as promissory notes and registered bonds. Recently, the team also increasingly assisted with green and ESG-linked bonds. Karsten Wöckener, the key contact for the German practice, and Cristina Freudenberger, who made partner in January 2022, are among those dedicated to this variety of topics. Rebecca Emory and Gernot Wagner oversee advice in the high-yield area which represents a particular strength of the law firm. Yannick Adler (previously at Cravath, Swaine & Moore LLP) joined the team in August 2021; he advises on corporate financing and capital market transactions under New York law.

Testimonials

‘All colleagues are very friendly and willing to help, even on questions that are not directly related to the matter.’

‘Karsten Wöckener is always available and approachable. He has suggestions for advising on the matter efficiently. As a client, you don’t have the feeling that it’s just about the billing.’

‘Very good knowledge of the market; pragmatic approach; outstanding availability and commitment.’

‘Extremely committed and solution-oriented personalities.’

‘Very good accessibility, withstand very heavy loads, great quality of work.’

Key clients

ADLER Group S.A., vormals ADO Properties S.A.

Bankhaus Lampe KG

Barclays Bank Ireland PLC

BofA Securities, Inc.

Bundesrepublik Deutschland (Bund)

Citigroup Global Markets

Commerzbank AG

Crédit Agricole Corporate and Investment Bank

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG

DIC Asset AG

Eintracht Frankfurt Fußball Aktiengesellschaft

E.ON SE

ETC Holdings Ltd

Eurogrid GmbH

Hapag-Lloyd AG

HSBC

J.P. Morgan Securities plc

Jefferies International Ltd.

Landesbank Baden-Württemberg

M.M. Warburg & CO

Merrill Lynch International

Morgan Stanley

MUFG Securities (Europe) N.V.

Société Générale

Symrise AG

UBS AG

UniCredit Bank AG

VERBUND AG

Work highlights

  • Advising the Federal Republic of Germany, represented by the Federal Ministry of Finance, which in turn was represented by the Federal Republic of Germany – Finanzagentur GmbH, on the first issue of a green federal bond. The green federal bond has a nominal value of €6.5bn, a term of 10 years and a fixed coupon of 0.00 percent.
  • Advising VERBUND AG on its issue of green and sustainable bonds with a volume of €500m.
  • Advising Adler Real Estate SA, formerly ADO Properties SA (Luxembourg), on several transactions, including the public takeover of Adler Real Estate AG through an exchange offer, the simultaneous strategic cooperation with Consus Real Estate AG and the subsequent takeover of control of the Consus Real Estate AG, the €450m rights issue and three corporate bonds of €400m (September 2020), €400m (November 2020) and €1.5bn (January 2021).

Clifford Chance

Clifford Chance was recently increasingly active in relation to ESG-related bonds, which the team regularly advises on in cooperation with the London office and now represents an integral part of its advice portfolio. Other typical instructions include straight debt and standalone bond offerings, as well as the creation and updating of EMTN programs and commercial paper programs. In addition, Gregor Evenkamp is well equipped to assist with promissory note loan platforms in the fintech and blockchain sectors, while practice head Sebastian Maerker was recently particularly often instructed by banking syndicates.

Practice head(s):

Sebastian Maerker

Other key lawyers:

Gregor Evenkamp; George Hacket

Testimonials

‘Sebastian Maerker: Very good knowledge of market standards and trends.’

‘Highly regarded by customers and in the market with substantial market share and deal flow in Germany. Almost always on the bank or issuer side.’

‘Ability to successfully structure and think along with new structures, for example green bonds.

‘Sebastian Maerker is highly regarded in the market and his opinion matters to the issuer, even if he acts on the bank side.

‘Sebastian Maerker is calm and level-headed in any situation and always has a pragmatic view of how to solve a problem or how to close a deal successfully.

Latham & Watkins LLP

Latham & Watkins LLP continues to be one of the market leaders in the high-yield bonds arena where it receives instructions by issuers and banks, which also benefit from the team's international network and English and US law-expertise offered in its German offices. The team further expanded its high-yield activity in the real estate sector, while also assisting with investment-grade bonds including green bonds. In addition to its geographical integration, the team's cross-practice cooperation particularly with bank and acquisition financing as well as structured financing teams, features strongly in its advice, as mirrored in the team's assistance with ABS and factoring programs among other matters. The team is led by Rüdiger Malaun, who, like Alexander Lentz, focuses on the high-yield sector. In July 2020, counsel Yoseph Choi joined from Cleary Gottlieb Steen & Hamilton; he handles both DCM and ECM matters.

Practice head(s):

Rüdiger Malaun

Other key lawyers:

Alexander Lentz; Yoseph Choi

Testimonials

‘Top full service, very valuable not only for first-time issuers. Comprehensive knowledge of the market and all players, extremely good project management.’

‘Rüdiger Malaun is an absolute top player in the HY market.’

Key clients

BayWa AG

Cheplapharm Arnzeimittel GmbH

Citigroup

Credit Suisse

Demire Deutsche Mittelstand Real Estate AG

Deutsche Bank

Goldman Sachs

Grünenthal

HSBC

HSE24 Home Shopping Europe GmbH

J.P. Morgan

Landesbank Hessen-Thüringen, Bayerische Landesbank

Kepler Cheuvreux

Morgan Stanley

ODDO BHF

Peach Property Group AG

profine GmbH

Triton

Tui Cruises

Work highlights

  • Advising a banking consortium consisting of Berenberg, Deutsche Bank, Goldman Sachs Bank SE as joint global coordinators and Crédit Agricole CIB, DZ Bank AG and Société Générale as joint bookrunners on the issue of 2.50% sustainability-linked €300m senior notes by Hapag Lloyd AG.
  • Advising Grünenthal GmbH on the issue of a bond in two tranches with a total volume of €650m. The bond consists of a €400m tranche of Senior Secured Notes (3.625% pa) maturing in 2026 and a €250m tranche of Senior Secured Notes (4.125% pa) maturing in 2028.
  • Advising TUI Cruises GmbH on the initial issue of an unsecured €300m five-year bond and a coupon of 6.500% pa.

Allen & Overy LLP

Allen & Overy LLP primarily advises banks and financial services providers – although its client roster also includes issuers – on various bond issues, the launch of debt issuance programs and (sustainability-linked) bond financing. Marc Plepelits, head of the US corporate finance practice, is the key contact for the latter segment and often cooperattes with the London office on related matters. In addition to him, Stefan Henkelmann, who regularly takes the lead in real estate bonds, but also oversees secured bonds, corporate bonds and hybrid instruments, among other things, is part of the team led by Martin Scharnke. Alongside his expertise in classic bond issues, Scharnke is also well versed in the derivatives area, including regulatory issues.

Practice head(s):

Martin Scharnke

Key clients

alstria office REIT-AG

BNP Paribas

Bundesrepublik Deutschland

Citigroup

Credit Suisse

Deutsche Bank

ECE Real Estate Partners

GERRY WEBER

Goldman Sachs

Helaba

Oesterreichische Kontrollbank

ProSiebenSat.1

RAG-Stiftung

Société Générale

TUI AG

UniCredit

Work highlights

  • Advising the Federal Republic of Germany, represented by the Federal Ministry of Finance and this in turn represented by the Federal Republic of Germany – Finanzagentur GmbH, in connection with the successful issue of a €6bn green federal bond.
  • Advised a consortium of 13 banks on the issuance of bonds by Siemens Financieringsmaatschappij NV with a total volume of $10bn.
  • Advising ProSiebenSat.1 Media SE on setting up a debt issuance program for future bond financing.

Hogan Lovells International LLP

Hogan Lovells International LLP is primarily instructed by banks, although its client portfolio also includes issuers, and regularly advises them on updating debt issuance and commercial paper programs and the placement of various bonds, including social bonds and green bonds. Regulatory advice is another mainstay for the group and includes matters relating to the EU prospectus regime and the CBD Implementation Act. The practice is jointly led by Sven Brandt, who focuses on DCM, structured finance (including derivative instruments) and securitisations, and Michael Schlitt, who also heads the corporate capital markets and securities team.

Practice head(s):

Sven Brandt; Michael Schlitt

Other key lawyers:

Jochen Seitz; Sina Hekmat

Testimonials

Very good cooperation between the US office and the Frankfurt office, advice on different legal systems from a single source, excellent expertise in capital markets law.’

‘Sina Hekmat has great expertise in US law. He is always available for clients and extremely quick to answer queries.’

‘HL has a strong technical and personal team in the DCM area, which has excellent expertise in the area of prospectus creation and is also able to accompany and support operational steps required in the context of corresponding projects. In addition, the internationally broad network offers the advantage of having a central contact who takes on the coordination and, if necessary, brings results together, even if several legal systems are affected.’

Key clients

Bayerische Landesbank BNP Paribas

Bundesrepublik Deutschland –Finanzagentur GmbH

Commerzbank

Credit Suisse

Deutsche Bank AG

Deutsche Kreditbank AG

DZ Bank AG

Erste Group AG

Marex Financial

Natixis Pfandbriefbank AG

Nord/LB Norddeutsche

Girozentrale

Raiffeisenlandesbank International

Shop Apotheke N.V.

Unicredit Bank

va-Q-tec

Volkswagen Financial Services

Work highlights

  • Advice to the Bayerische Landesbank on the annual update of the €60bn debt issuance program.
  • Advising Commerzbank AG on the annual update of Eurogrid GmbH’s €5bn debt issuance program and the annual update of Deutsche Pfandbriefbank AG’s €50bn debt issuance program.
  • Advising Barclays Bank Ireland PLC, Crédit Agricole Corporate and Investment Bank, DekaBank Deutsche Girozentrale, DZ BANK AG Deutsche Zentral-Genossenschaftsbank and UBS AG London Branch on the initial placement of a €500m green bond from Deutsche Pfandbriefbank AG.

Norton Rose Fulbright

Norton Rose Fulbright advises both banks and issuers on the whole array of bond issuances, including the issuance of high demand ESG-linked bonds, as well as the creation and updating of issuance programs (such as EMTN programs, debt issuance programs and commercial paper programs). Under the leadership of Christoph Enderstein, group also regularly assists with various related regulatory matters. This includes, for example, advice on alternative provisions for reference interest rates used in connection with the issue of floating rate notes. The group can further rely on London-based colleagues for US-related matters. Frank Regelin is another key contact; his expertise includes capital markets and stock corporation law as well as public takeovers and M&A.

Testimonials

‘The team is characterised by friendliness, reliability and a punctual way of working. Even in changing compositions, the team is always well coordinated and provides the client with high added value.’

‘Mr. Enderstein, as a partner, perfectly understands how to take the customer’s perspective and understands how to take his customers with him in a perfect way in order to be able to make efficient decisions in the clients’ interests.’

‘Good coverage through multiple partner contacts.’

‘Christoph Enderstein is a great addition to the team.

Key clients

Agri Resources Group

Barclays

Citigroup

Commerzbank

Daimler

Danske Bank

Deutsche Bank

Goldman Sachs

Greencells

Homann Holzwerkstoffe

HSBC

ICF Bank

IKB Deutsche Industriebank

J.P. Morgan

Landeskreditbank Baden-Württemberg – Förderbank (“L-Bank”)

Merrill Lynch

Royal Bank of Canada

Sixt

The Toronto-Dominion Bank

UBS

UniCredit Bank

Work highlights

  • Advised Daimler AG and five other Daimler group companies in connection with the annual update and support of the Daimler €70bn EMTN program, the issuance of bonds under the program and on regulatory and capital market issues.
  • Advising Deutsche Bank Aktiengesellschaft on German and English law in connection with the annual update and support of the Deutsche Bank €80bn Debt Issuance Program, the issue of bonds under the program as well as regulatory and capital market law issues.
  • Advised Deutsche Bank AG in connection with the issuance of four standalone bonds with a total volume of ¥1.75bn.

Gleiss Lutz

Gleiss Lutz' integrated corporate and capital markets practice primarily assists issuers, although it also advises banks especially on high-yield matters. On bonds level, the team recently saw an increase in instructions related to financing instruments with convertible components such as convertible bonds, bonds with warrants and mandatory convertible bonds on the one hand and pertaining to ESG-linked instruments on the other. The group cooperates with US partner firms on cross-border matters as well as on placements with US investors according to Rule 144A. Kai Arne Birke leads the team and has particular experience in bond restructurings.

Practice head(s):

Kai Arne Birke

Key clients

Bausch Health Companies Inc.

Linamar

Mahle

Nice & Green

Nord/LB / finpair

PUMA SE

Schaltbau Holding AG

SLM Solutions Group AG

Robus Capital Management Limited

Volkswagen Financial Services

Wieland-Werke AG

ZKW Group GmbH

Work highlights

  • Advising SLM Solutions Group AG on the issue of the second of up to three tranches of convertible bonds, including the holding of a creditors’ meeting based on a financing agreement with the largest shareholder Elliott with a total volume of more than €60m.
  • Advising Robus and Whitebox / Gerry Weber on the second lockdown financing through exchange offers to existing bondholders.
  • Advising Bausch Health Companies Inc. on its $1.25bn high-yield bond offering.

Mayer Brown LLP

Mayer Brown LLP's DCM practice is headed by Patrick Scholl, who is also in charge of the regulatory practice resulting in a debt capital case load that also touches on these issues. The client base, which predominantly consists of banks, regularly instructs the team to assist with EU prospectus regime issues for the sale of structured products and bonds as well as with the updating of debt issuance programs, base prospectuses and commercial paper programs. Additionally, the group recently also handled various registered bond issues and bond restructurings.

Practice head(s):

Patrick Scholl

Testimonials

‘Among other things, Mayer Brown is characterized by the fact that there is a great deal of practical relevance in its legal advice. In addition to solution orientation, the advisory function is carried out intensively. Mayer Brown has a very good international network (both technical and related to countries), so that questions of an overarching nature can be clarified very well by involving the relevant national practices. The international practices also have a high level of professional competence and practical orientation. In addition to meeting deadlines, I also appreciate the fact that our contacts are always with us. In addition, the price-performance ratio is very good compared to other law firms. I also really appreciate the active information provided at an early stage if there are any significant legal changes that affect our business, and the great willingness to exchange information personally.’

‘High professional competence with practical relevance; on-time delivery; consulting approach is lived intensively.’

‘Enormous knowledge of the market paired with specialist knowledge in the field of structured securities characterize the practice.’

‘Dr. Patrick Scholl is an excellent lawyer with an eye on the essential issue. Always available and approachable, he delivers client-oriented, practical solutions for the specific industry.’

‘The team acts quickly, is precise and also pragmatic.’

‘Patrick Scholl: Reliable, deep knowledge and quick help.’

‘Under the direction of Dr. Patrick Scholl, the team has developed into a renowned practice in the German market. The way the team works is creative, committed and very efficient. Particularly noteworthy are the high level of consulting competence, excellent specialist knowledge, very fast response times and a consistently above-average quality of work. We greatly appreciate the team’s in-depth expertise and professional support in handling extensive and diverse tasks in the areas of bond issues, structured products and OTC derivatives.’

‘Dr. Patrick Scholl has an exceptionally broad knowledge of debt capital markets and outstanding expertise in advising on complex derivative products. His advice is always professional and at the highest level. Particularly noteworthy is his ability to come up with quick and binding solutions, even in complex situations. We value working with Dr. Scholl his excellent professional competence, an excellent feeling for the economic context and a deep understanding of the market paired with always competent and pleasant advice. These qualities, combined with a very high degree of customer orientation and a pronounced service mentality, enable him to always advise his clients proactively and taking into account their individual needs, and to respond promptly to the concerns of his clients with excellent availability.’

Noerr

Noerr is particularly well versed in SME bond advice and regularly assists with debt products that require cross-practice collaboration, such as cryptocurrency-related bond products. The team’s assistance spans bond issues, bond restructuring and the updating of EMTN programs. Stock and capital market law specialist Holger Alfes and Julian Schulze De La Cruz (ECM, DCM, M&A and corporate) are among the key contacts.

Practice head(s):

Holger Alfes; Laurenz Wieneke

Key clients

Fresenius Medical Care

Deutsche Finanzagentur

CECONOMY

DEMIRE Deutsche Mittelstand Real Estate AG

Mutares SE & Co. KGaA

Gateway Real Estate AG

Deutsche Industrie REIT-AG

Deutsche Konsum REIT-AG

Baader Bank AG

ODDO BHF AG

Quirin Privatbank

TAG Immobilien

The Social Chain AG

Work highlights

  • Advising the Federal Republic of Germany‒FinanzagenturGmbH on a stabilization package for TUI AG through the Economic Stabilization Fund.
  • Advising Fresenius Medical Care on the update of the €10bn EMTN program and the successful placement of two bonds with a total volume of €1.25bn.
  • Advising TAG Immobilien on the successful placement of a €470m convertible bond and the partial €131m repurchase of existing convertible bonds.

Simmons & Simmons

With a focus on advising banks, Simmons & Simmons assists with bond issuance, including hybrid, exchangeable, convertible and ESG bonds, the restructuring of existing promissory notes and the establishment of debt issuance, EMTN and commercial paper programs; notably, the group also acts for issuers. In addition to managing bond issues, Thomas Scharfenberg routinely advises on updating debt issuance programs and is also a key contact for structured products, while Felix Biedermann oversees advice on ESG-linked bonds among other matters.

Testimonials

‘Very service-oriented, good value for money.

‘Felix Biedermann, Thomas Scharfenberg: Both have a lot of experience in capital markets products, are very pragmatic and work cost-efficiently .’

Key clients

BayernLB

UniCredit Bank AG

Deutsche Bank AG

ING

JPMorgan

Lansdowne Partners

Münchener Hypothekenbank eG

NatWest Markets Plc

Prime Capital

Bundesrepublik Deutschland Finanzagentur GmbH

Exporo AG

Work highlights

  • Advising the Federal Republic of Germany – Finanzagentur GmbH on capital market law issues in preparation for the issue of the first green bond by the Federal Republic of Germany. Advice also included assistance with framework conditions for green bonds.
  • Advising Deutsche Bank Aktiengesellschaft as Dealers’ Counsel on updating the EMTN program of Robert Bosch GmbH. Volume: €12.5bn.
  • Advising Prime Capital AG in connection with the issue of bonds to refinance a solar park portfolio. The transaction was Europe’s largest transaction in the renewables mezzanine market in 2020.

Skadden, Arps, Slate, Meagher & Flom LLP

In the cross-border sphere , Skadden, Arps, Slate, Meagher & Flom LLP focuses on matters in the DACH region on one hand and on US-related instructions on the other where its team composed of both German and US lawyers is particularly well positioned. The practice was recently particularly active in assisting both underwriters and issuers with high-yield and convertible bonds. Stephan Hutter heads the capital markets practice and therefore routinely leads equity transactions as well as DCM matters.

Practice head(s):

Stephan Hutter

Key clients

HSBC Trinkaus & Burkhardt AG

Morgan Stanley & Co. International plc

UBS Europe SE

MorphoSys AG

SIGNA Group

Work highlights

  • Advising a banking consortium consisting of HSBC Trinkaus & Burkhardt AG, Morgan Stanley & Co. International plc and UBS Europe SE on the issue of convertible bonds of ams AG with a total nominal value of €760m.
  • Advising MorphoSys AG on the issue of convertible bonds with a total nominal value of €325m.
  • Advising the global coordinators of a banking consortium consisting of UBS Europe SE and HSBC Bank plc on the issue of a high-yield bond by ams AG in two tranches of €650m and $400m respectively.

Sullivan & Cromwell LLP

Practice head(s):

Carsten Berrar

Other key lawyers:

Krystian Czerniecki; Max Birke