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Debt capital markets in Germany

Hengeler Mueller

Hengeler Mueller provides wide-ranging advice on bonds, including green and sustainable bonds as well as high-yield bonds, alongside structured finance, and has made a name for itself advising on issuing programmes, including those of a number of DAX-listed companies. Its client base however also includes banks. Key individuals include Hendrik Haag, who handles capital markets-based financing issues alongside regulatory and banking supervisory matters, Alexander Rang, who, in addition to ECM work, also advises on hybrid bonds and buyback programmes, and Dirk Bliesener, who covers various capital market and securitisation transactions. Counsel Bianka Bielecke advises banks and corporates on capital market transactions pertaining to the issuance of debt securities.

Linklaters

Linklaters has carved out a strong practice handling instructions pertaining to convertible, exchangeable and hybrid bonds, which are also the focus of Peter Waltz's and Alexander Schlee's work. In addition, Waltz advises corporates and banks on structured finance and bond buyback and exchange transactions, while Schlee's expertise includes Euro, Yankee and high-yield bonds as well as ECM matters. Providing assistance with issuance programmes complements the team's offering. Practice head Kurt Dittrich is particularly well versed in structured capital markets products. His practice includes managing associate Martin Rojahn, who routinely works at the interface between DCM and ECM.

Practice head(s):

Kurt Dittrich

Clifford Chance

Working in close cooperation with other practices enables Clifford Chance's team to handle all product and transaction types. Its offering includes convertible, hybrid and high-yield bonds alongside structured bonds. Banks also instruct the practice to assist with the update of EMTN and ECP programmes but its client portfolio also showcases in-depth experience advising issuers, who have recently received assistance with the issuance of green bonds. This in turn led to instructions from credit institutions on the development and documentation of green and sustainable bonds. DCM and ECM expert Sebastian Maerker leads the practice.

Practice head(s):

Sebastian Maerker

Other key lawyers:

Gregor Evenkamp; George Hacket

Latham & Watkins LLP

Latham & Watkins LLP continues to stand out for its high-yield capabilities, leading to a steady flow of instructions from issuers and banks. Recently, the team has also been able to further strengthen this market position following an increased workload in the real estate sector. Besides this focus, the team also advises clients on investment grade bonds, including green bonds, in Germany, other European countries and in the US. In cross-border work, clients benefit from the team's close cooperation with other offices within the network as well as from the ability to provide integrated German and US law advice in its German offices. In cooperation with colleagues from the ECM, banking and acquisition finance practices, the team is also well placed to handle associated financing matters. Practice head Rüdiger Malaun and Alexander Lentz are among the key contacts for high-yield bond transactions; Lentz also handles work in a restructuring setting. Capital market and corporate lawyer Marcus Funke left the firm in February 2020 and joined the start-up RightNow as chief legal & strategy officer.

Practice head(s):

Rüdiger Malaun

Other key lawyers:

Alexander Lentz

Testimonials

' The top dogs in HY bonds. This helps to find really suitable solutions, for example from other industries and transactions. '

Key clients

BayWa AG

Cheplapharm

Arnzeimittel GmbH

Citigroup

Credit Suisse

Deutsche Bank

HSBC

J.P. Morgan

Kepler Cheuvreux

Morgan Stanley

ODDO BHF

Peach Property Group AG

Work highlights

  • Bank consortium Deutsche Bank and Citigroup: Advice on the placement of a secured high-yield bond from IHO Holding with several EUR / USD tranches with a total volume of around € 2.1 billion and various terms between six and ten years.
  • Bank consortium led by Deutsche Bank: Advising on the tap offering of Progroup AG by € 150 million of the high-yield bond issued in March 2018 with a total volume of € 450 million, an interest coupon of 3% and a maturity in 2026.
  • Bank consortium consisting of JP Morgan, Kepler Cheuvreux, Morgan Stanley and ODDO BHF: Advising on the placement of a secured high-yield bond from Consus Real Estate AG with a total volume of € 400 million; and advising the consortium on the € 50 million increase in the above bond.

White & Case LLP

As integrated European and US capital market and bank finance practice, White & Case LLP's German DCM team provides wide-ranging advice to investment banks and a growing corporate issuer client base - most notably from the real estate sector - on various debt products, including stand-alone bond issues, Pfandbriefe, debt issuance programmes, commercial papers and structured programmes alongside alternative financing instruments. Local partner Cristina Freudenberger is a key contact for the two last-mentioned segments, while Gernot Wagner and Rebecca Emory jointly head the firm's strong high-yield practice. Bond expert Karsten Wöckener is another key contact, who, as well as handling investment grade and sub-investment grade bonds, also assists with convertible and hybrid instruments as well as structured finance.

Key clients

ABN AMRO Bank

ADLER Real Estate

A.D.O.

Banco Santander

Bankhaus Lampe KG

Bayerische Landesbank

BNP Paribas

Citigroup

Commerzbank

Consus Real Estate

Crédit Agricole

Dekabank

Deutsche Bank

Deutsche Börse

DZ BANK

E.ON SE

Eurogrid GmbH

HSBC

ING Bank

J.P. Morgan

Landesbank Hessen-Thüringen

Lufthansa AG

Merrill Lynch

Mizuho International

MUFG Securities EMEA

Norddeutsche Landesbank

OMV

Raiffeisen Bank International

SMBC Nikko Capital Markets

Swedbank AB

Symrise AG

UniCredit Bank

Vier Gas Transport

Vonovia

Work highlights

  • Landesbank Baden-Württemberg (LBBW): Advice on the first-time issue of an additional tier 1 bond with a total nominal amount of € 750 million. The bonds are the first AT-1 issue by a German financial institution under an issuing program.
  • Eurogrid GmbH: Advice on the issue of your green debut bond, which is guaranteed by its subsidiaries 50Hertz Transmission GmbH and 50Hertz Offshore GmbH.
  • Luxemburger Immobiliengesellschaft VIC Properties SA: Advice on the issue of a secured pre-IPO convertible bond with a total nominal amount of € 250 million and a coupon of 3.00%.

Allen & Overy LLP

Working in close conjunction with the firm's ECM practice, Allen & Overy LLP's DCM team advises issuers and issuing banks on the launch and update of issuance programmes as well as on the issuance of corporate bonds, other secured and unsecured bonds, Pfandbriefe, green bonds and on DCM matters involving restructuring and insolvency matters. With Marc Plepelits, head of the US corporate finance team, the practice is well placed to assist with high-yield bonds. Together with Stefan Henkelmann (bond structures and bond restructurings) and practice head Martin Scharnke (securitisations and other structured financings), he forms part of the core team. In March 2020, the team suffered a significant loss when bond expert Christoph Enderstein moved to Norton Rose Fulbright.

Practice head(s):

Martin Scharnke

Other key lawyers:

Stefan Henkelmann; Marc Plepelits

Key clients

alstria Office REIT AG

Credit Suisse

Deutsche Bank AG

IHO Verwaltung (Schaeffler Gruppe)

Landesbank Hessen Thüringen

Oesterreichische Kontrollbank

Société Générale

Work highlights

  • International banking consortium led by Deutsche Bank: Advising in connection with the successful issue of a Tier 2 subordinated bond by Deutsche Bank Aktiengesellschaft with a nominal amount of € 1.25 billion.
  • IHO administration: Advice in connection with a comprehensive refinancing, which includes the placement of new bonds and an extension of the company's credit facilities.
  • Gerry Weber AG: Advice on issuing bonds in the course of implementing the insolvency plan.

Hogan Lovells International LLP

Hogan Lovells International LLP predominately acts for banks, while also expanding its corporate client base, and provides assistance with the update of issuance programmes and the issuance of bonds, including Pfandbriefe and, increasingly, sustainable bonds. In other work, the practice advises on regulatory matters arising for example from the EU prospectus law. Key individuals include Sven Brandt, who works at the interface between DCM, structured finance and securitisation, and Michael Schlitt, who has broad DCM and ECM expertise.

Practice head(s):

Sven Brandt; Michael Schlitt

Other key lawyers:

Jochen Seitz

Testimonials

' Hogan Lovells is particularly present in the capital market area with its diverse legal requirements with a very well-established team that has both great legal expertise and the management of complex transactions and works in very good cooperation with internal legal teams. '

' That about Dr. Jochen Seitz and especially Dr. Stefan Schrewe have been accompanying us with great expertise in a wide range of capital market law issues for years. Especially in the area of prospectus law and the analysis and implementation of regulatory developments, the colleagues have a deep understanding of both legal requirements and market conditions. '

Key clients

Barclays Bank PLC

Bayerische Landesbank

Commerzbank

Danske Bank

Deutsche Bank

Deutsche Kreditbank AG

DZ Bank AG

Erste Group AG

Landesbank Berlin

Marex Financial

Nord/LB Norddeutsche Girozentrale

Raiffeisenlandesbank Niederösterreich-Wien AG

Shop Apotheke N.V.

Unicredit Bank

Volkswagen Financial Services

Work highlights

  • Bank of Montreal, HSBC and Morgan Stanley: Advising the underwriters in connection with bond issues by the Landwirtschaftliche Rentenbank.
  • UniCredit Bank AG: Advising in connection with the update of the issuing programs of Volkswagen Financial Services AG and Volkswagen Bank as Dealer Counsel.
  • Nord / LB Norddeutsche Girozentrale: Advice including the annual updates of the € 25 billion debt issuance program of Norddeutsche Landesbank Girozentrale.

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP acts in close cooperation with the firm's strong ECM practice and thus shares its client base consisting of issuers and underwriters. The team frequently advises these clients at the intersection between German and US law, most notably on SEC-registered issues under Rule 144A of the Securities Act. These mandates are routinely led by Krystian Czerniecki, who commutes between Frankfurt and Paris, while practice head Carsten Berrar complements this offering with expertise in equity-linked products.

Practice head(s):

Carsten Berrar

Other key lawyers:

Krystian Czerniecki; Max Birke

Gleiss Lutz

Since the beginning of 2020, Kai Arne Birke has been heading the DCM practice at Gleiss Lutz, replacing Helge Kortz, who focuses on financing matters, while Birke also operates at the interface between finance and capital market law. During the research period, the team has been particularly active for issuers and banks handling national and cross-border high-yield and corporate bond issues. Other work included restructuring and insolvency-related issues, which often went hand in hand with the issuance of bonds and convertible bonds.

Practice head(s):

Kai Arne Birke

Other key lawyers:

Stephan Aubel; Helge Kortz

Testimonials

I’ve worked with Gleiss for years. Gleiss stands for the highest quality standards and competence, reliability and a good price-performance ratio . ‘

My primary contact for questions about capital market law is Kai Arne Birke. He is very competent and works solution-oriented and efficient. In the area of bond structuring, he is certainly one of the top market leaders in Germany.

Gleiss Lutz rightly enjoys this good reputation: They manage to combine top-class expertise with an informal and accessible approach.

The DCM team is very experienced, excellent and always on point.

We have had a long-standing relationship with Gleiss and work regularly with them on capital market transactions. Gleiss is our reliable partner for advice under German law. The law firm provides legal advice of the highest quality with excellent reliability and offers an excellent price-performance ratio. It also has a very extensive best friends network worldwide with particularly strong connections to Spain, France and Italy.

The quality of all the lawyers we work with is excellent. We work with Kai Arne Birke and his team on debt capital market transactions. We have an excellent relationship with Kai. He is strong across the full range of DCM products and has a particularly strong reputation for bond restructuring. Kai Birke is very experienced, technically strong, extremely responsive and available around the clock. He’s also a strong negotiator with great knowledge and really personable.

We worked with Kai Arne Birke in particular. Mr. Birke is highly competent, precise, always available and gives excellent practical advice. We enjoy working with Mr Birke on German capital market issues and can recommend him and his team without reservation.

Key clients

Bausch Health Companies Inc.

Hornbach Baumarkt

JP Morgan Securities

Q-Park Holding B.V.

Robus Capital Management Limited

SLM Solutions Group AG

Steinhoff Europe AG

Wells Fargo Securities, Citigroup Global Markets und Bank of America Merril Lynch

Work highlights

  • Bausch Health Companies Inc.: Advising on the issue of high-yield bonds with a volume of $ 1.5 billion (May 2019) and the issue of high-yield bonds with a volume of $ 2.5 billion (December 2019).
  • Hornbach hardware store: Advice on a bond issue with a volume of € 250 million.
  • JP Morgan Securities: Advising on the issue of $ 300 million high-yield bonds by Neptune Energy.

Mayer Brown LLP

Mayer Brown LLP is dedicated to advising banks on bond programmes, retail issues and promissory notes. The first-mentioned segment typically relates to the update of base prospectus debt issuance programmes and EU prospectus regime matters. Patrick Scholl heads the practice and, in addition to debt products, also deals with derivative investment products and repackagings as well as with synthetic securitisations.

Practice head(s):

Patrick Scholl

Testimonials

' Broad positioning with specific and in-depth expertise .'

' The way the team works is creative, committed and very efficient. Particularly noteworthy are the high level of advisory competence, excellent specialist knowledge, very fast response times and consistently above-average quality of work. We value the in-depth expertise and professional support from the team in dealing with extensive and varied tasks in the areas of bond issues, structured products and OTC derivatives. '

' Patrick Scholl offers extremely competent advice and is familiar with the special products, the market environment and the specific set-up. His flexibility in terms of time and availability make working together very pleasant and uncomplicated. '

' Patrick Scholl has an exceptionally broad knowledge in the area of debt capital markets and has outstanding expertise in advising on complex derivative products. His advice is always professional and of the highest quality. Particularly noteworthy is his ability, even in complex situations, to provide quick and binding proposals for solutions. '

'What we appreciate about working with Mr. Scholl is his excellent technical competence, an excellent sense of the economic context and a deep understanding of the market paired with always competent and pleasant advice. These characteristics, in conjunction with a very high degree of customer orientation and a pronounced service mentality, enable him to always proactively advise and take into account the individual needs of his clients and to react promptly to the concerns of his clients with excellent availability.

Key clients

Bank Julius Bär & Co. AG

Bayerische Landesbank

Commerzbank AG

DekaBank Deutsche Girozentrale (Deka)

Deutsche Bank AG

Hamburg Commercial Bank AG (HCOB)

Landesbank Baden-Württemberg (LBBW)

Société Générale Corporate and Investment Banking

UniCredit Bank AG

Work highlights

  • Landesbank Baden-Württemberg: Advice on the issue of three retail step-up interest rate green bonds and related stand-alone prospectuses under the new prospectus ordinance.
  • Deutsche Bank AG: Advising on the issue of the very first Senior Preferred Note by Hamburg Commercial Bank AG.
  • JP Morgan Securities, plc and UBS AG: Advising the dealer manager on a liability management transaction (cash tender offer) by Hamburg Commercial Bank AG in relation to tier 1 instruments issued via special purpose vehicles.

Noerr

Noerr's active DCM practice assists its client base, consisting mainly of issuers, investors and credit institutions, on the issuance of bonds, bond restructurings and the set-up of EMTN programmes. In cooperation with other teams, the practice also covers promissory note loans, factoring and securitisation transactions as well as various regulatory issues. Key contacts include Laurenz WinekeHolger Alfes and Julian Schulze De la Cruz, who each have extensive expertise in stock corporation and capital market law. Schulze De la Cruz made partner in January 2020.

Key clients

Fresenius Medical Care

DEMIRE Deutsche Mittelstand Real Estate AG

Mutares SE & Co. KGaA

Semper idem Underberg AG

Gateway Real Estate AG

Deutsche Industrie REIT-AG

Deutsche Konsum REIT-AG

Greensill Bank AG

Schaltbau Holding AG

Baader Bank AG

ODDO BHF AG

ODDO SEYDLER Bank AG

Work highlights

  • Fresenius Medical Care AG & Co. KGaA: Advising on the successful placement of several bonds with a volume of € 1.75 billion, divided into three tranches, as well as advising on the successful placement of a bond with a volume of $ 500 million via its wholly-owned subsidiary Fresenius Medical Care US Finance III, Inc .
  • DEMIRE Deutsche Mittelstand Real Estate AG: Advice on the successful issue of a benchmark bond with a volume of € 600 million.
  • Mutares SE & Co. KGaA: Advice on the issue of a Nordic bond with a volume of up to € 50 million.

Norton Rose Fulbright

Norton Rose Fulbright's DCM practice received a significant boost with the arrival of bond expert Christoph Enderstein in March 2020, who previously co-led the practice at Allen & Overy LLP and advises issuers and issuing banks on various debt transactions, including associated regulatory matters. Within this space, its advisory portfolio includes the issuance, listing and repurchase of bonds and structured securities as well as the update of issuance programmes. Stock corporation and capital market law expert Frank Regelin puts his DCM focus on convertible and corporate bonds.

Other key lawyers:

Christoph Enderstein; Frank Regelin

Simmons & Simmons

Simmons & Simmons' DCM offering is made up of two segments: Providing assistance with the issuance of bonds, including hybrid bonds, and advising on debt issuance and CP programmes as well as structured products. Advising on promissory note loans and registered bonds are other key elements of the practice as are, increasingly, sustainable debt instruments. The practice is jointly led by Felix Biedermann and Thomas Scharfenberg, who both provide wide-ranging advice on bond issuance programmes; bond issues and hybrid bonds are typically handled by Biedermann, Scharfenberg on the other hand is the key contact for structured products. While the team's client portfolio reveals a focus on bank-side advice, it also includes issuers.

Key clients

BayernLB

UniCredit Bank AG

Deutsche Bank AG

ING

JPMorgan

Lansdowne Partners

Münchener Hypothekenbank eG

NatWest Markets Plc

Prime Capital

Exporo AG

Work highlights

  • BayernLB and Unicredit Bank AG: Advising on the issue of the first social bond in a major European city (Munich).
  • Münchener Hypothekenbank eG: Advice in connection with the annual update of the issuing program for bonds and Pfandbriefe of Münchener Hypothekenbank eG.
  • JPMorgan: Ongoing advice in the field of structured (retail) products in Germany.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP's geographical focus lies on the DACH region and the US, reflecting its combined German-US law advisory services. Core areas of expertise include equity-linked bonds, including buybacks, high-yield financings and associated restructuring matters. During the research period, the team led by Stephan Hutter was frequently seen on the side of corporates but it also regularly acts for underwriters. In December 2020, the practice suffered a significant loss when Katja Kaulamo, who in addition to DCM and ECM work, also handles associated corporate mandates, moved to Paul Hastings LLP.

Practice head(s):

Stephan Hutter

Key clients

SIGNA Prime Selection

SIGNA Sports United

UBS

HSBC

Serengeti Asset Management

SGL Carbon

Work highlights

  • SIGNA Prime Selection: Advice in connection with a so-called credit tenant lease financing of the Postsparkasse in Vienna in the amount of € 250 million.
  • SIGNA Sports United GmbH: Advice in connection with the conclusion of a pre-IPO convertible loan to the RAG Group.
  • UBS AG and HSBC Bank plc: Advising the mandated lead arranger on the € 4.4 billion financing of the planned takeover of OSRAM Licht AG by ams AG.