Equity capital markets in Germany
Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer’s ‘well-established team’ stands out for its ‘deep understanding of the client’s needs’ and ‘high level of expertise’, which is applied when handling IPOs and capital increases, and is based on the team’s strong co-operation with colleagues from other departments and country offices. Recently, Mark Strauch advised private equity investor Cinven alongside Jost on Jost Werke’s IPO, which was structured as a private placement, and Rick Van Aerssen assisted Deutsche Bank Aktiengesellschaft and DWS with the IPO of its asset management division DWS including various capital markets, corporate and banking supervisory law matters. ‘Quick thinker’ Christoph Gleske acted for the underwriting banking syndicate led by Goldman Sachs, Morgan Stanley and Citigroup on Delivery Hero’s IPO in June 2017 on the regulated market of the Frankfurt Stock Exchange (Prime Standard), while, together with its offices in Vienna, London and Washington D.C., the team advised Morgan Stanley & Co. International, Goldman Sachs International and another eight international underwriting banks on the IPO and listing of Bawag Group on the Vienna Stock Exchange. Hochtief and Bank of America Merrill Lynch International are also clients. Principal associate Christina Zapf is ‘extremely clever, enormously diligent and assertive’.
Hengeler Mueller’s strength lies in handling ECM work at the intersection with corporate law and including cross-border elements, leading to regular instructions on IPOs, capital increases and capital-linked products. Acting as issuer’s counsel, Alexander Rang advised Bawag Group on the placement of existing ordinary shares in Bawag with institutional and retail investors in Austria by way of a public offering as well as a private placement to selected institutional investors outside of Austria, while, together with Dirk Busch, he assisted a bank consortium with the private placement and IPO of Jost Werke; with a total offer volume of approximately €231m, newly issued ordinary bearer shares from a capital increase and bearer shares from the holdings of Jost’s existing shareholder were placed with institutional investors. Together with Reinhold Ernst, Busch also acted for Metro on Metro Wholesale & Food Specialist’s IPO following the division of the group into two independent companies, and assisted Linde with its listing and the preparation of the prospectus for the merger of equals between Linde and Praxair by way of a share swap. Wolfgang Groß advised Carl Zeiss Meditec on a capital increase by placing circa eight million new shares by way of an accelerated bookbuilding process with the exclusion of subscription rights with selected domestic and international institutional investors.
Sullivan & Cromwell LLP
Praised for its ‘short response times’, Sullivan & Cromwell LLP provides ‘excellent quality’, leading to regular instructions from issuers and underwriting banks on German IPOs and ECM transactions, while clients also benefit from the team’s combined German and US law expertise. Krystian Czerniecki, who ‘does a very good job’, and Carsten Berrar, who, according to clients, is ‘one of the most experienced capital markets lawyers in the German-speaking region’ and thus ‘regularly contributes to the successful outcome of complex transactions’, acted as German and US counsel for the underwriting banking syndicate led by Deutsche Bank, Goldman Sachs and J.P. Morgan on the IPO of Siemens’ medical technology division Siemens Healthineers. Delivery Hero also received assistance with its IPO, while, in equally significant work, the team advised the underwriting banks alongside the German asset manager DWS Group, an indirect subsidiary of Deutsche Bank, on its IPO with a total placement volume of €1.4bn, and assisted HelloFresh with its initial public offering; the latter transaction consisted of public offerings in Germany and Luxembourg and private placements to institutional investors in other jurisdictions including the US under Rule 144A. Czerniecki also acted for the underwriting banks on United Grinding Group’s IPO, which resulted in the sale of the company. European counsel Clemens Rechberger is also noted.
Frequently working in conjunction with the firm’s DCM, private equity and finance teams, Latham & Watkins LLP’s ECM team provides full-service advice on IPOs and capital increases and has particular expertise in cross-border IPOs and ECM transactions as well as in assisting European issuers with their IPOs in the US. Recent highlights include advising Siemens on the IPO of its medical technology division Siemens Healthineers, and assisting battery manufacturer Varta with its IPO; both are listed on the Prime Standard of the Frankfurt Stock Exchange. Team head Oliver Seiler acted for the underwriting banks Deutsche Bank, J.P. Morgan, Morgan Stanley, Berenberg and BNP Paribas on HelloFresh’s initial public offering, and assisted the joint global coordinators and joint bookrunners Berenberg, Citigroup and Goldman Sachs with the IPO of home24. Together with Roland Maaß, who moved to DLA Piper in September 2018, he also advised the underwriting banks on Dermapharm’s IPO, and the joint bookrunners Deutsche Bank and HSBC Trinkaus & Burkhardt on the capital increase of Grenke. Frankfurt-based Gregory Walker was appointed counsel in January 2018.
With particular expertise at the interface with corporate law and M&A, the team at Linklaters routinely acts for issuers and banks on cross-border IPOs, capital increases, rights offerings and block trades. Recently, the team advised Siemens Healthineers on its €4.2bn IPO on the regulated market of the Frankfurt Stock Exchange, and assisted a banking consortium with Bayer’s planned rights issue to finance the takeover of the agrochemical and agricultural biotechnology corporation Monsanto. In other significant work, team head Marco Carbonare advised sensor manufacturer Sensirion on its IPO on the Swiss Stock Exchange, and, together with Alexander Schlee, who was made partner in May 2018, he assisted Qingdao Haier, a company listed on the Shanghai Stock Exchange, with the planned issuance and listing of D-shares on the Frankfurt Stock Exchange. Elkem also received advice on its IPO, while the group also assisted Goldman Sachs and Berenberg Bank with Hapag-Lloyd’s €352m rights issue and listing of new shares on the Frankfurt Stock Exchange by way of a capital increase following the takeover of UASC, and a banking consortium received assistance with alstria office REIT’s €197m capital increase.
Allen & Overy LLP
The ‘very good’ team at Allen & Overy LLP routinely works in conjunction with colleagues from its corporate practice as well as other offices from its international network to advise on various ECM transactions and IPOs including rights offerings, capital increases, stock market listings, block trades and equity-linked transactions. Acting for issuers and underwriting banks, the team recently acted for Corestate Capital and Citigroup Global Markets; the real estate investment company received assistance with the uplisting of its shares from the open market to the prime standard segment of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations, while a financial services provider, in its role as listing agent, received assistance with the capital increase of Shop Apotheke Europe to finance the acquisition of EHS Europe Health Services. Knut Sauer advised Commerzbank on the IPO of German fintech company creditshelf on the regulated market of the Frankfurt Stock Exchange, and together with Marc Plepelits, he assisted alstria office REIT with a capital increase: the new shares from the client’s authorised capital were placed under exclusion of statutory preemptive rights with German and institutional investors in an accelerated bookbuilding procedure at a price of €12.60 per share.
The ‘flexible team’ at Hogan Lovells International LLP provides ‘excellent work’ and ‘a very high service level’: while ‘all issues are dealt with quickly’, the advice remains ‘pragmatic and detailed’. The team covers a wide range of ECM work including IPOs, rights issues and capital increases and frequently acts for the issuer but also assists investment banks. Team head Michael Schlitt is ‘an excellent thinker’; he ‘knows the market’ and ‘understands the client’s situation and where to go from there’. Recently, he advised, among others, Vapiano and the German manufacturer of high-performance lithium-ion battery systems Akasol on their respective IPOs, in both cases shares were offered in a public offering in Germany and Luxembourg and private placements in other countries. He also advised Commerzbank on the payment of a share dividend and a related rights issue by Vonovia, and assisted Shop Apotheke Europe with the takeover of the mail-order pharmacy Europa Apotheek, which included the takeover of all shares in Europa Apotheek’s parent, EHS Europe Health Services, by way of contribution in kind of such shares against issuance of new ordinary shares in Shop Apotheke. Counsel Susanne Lenz is also noted.
Skadden, Arps, Slate, Meagher & Flom LLP
With a focus on cross-border transactions and particularly those in a US-setting, Skadden, Arps, Slate, Meagher & Flom LLP regularly handles IPOs, secondary placements of shares, capital increases, rights offerings and equity-linked transactions. ‘Competent’ team head Stephan Hutter, whose clients ‘feel very well looked after when turning to him for advice’ as he is ‘able to adapt to their needs immediately’, advised, among others, German biotechnology company MorphoSys on its listing on Nasdaq and its offer of US stock certificates. He also assisted gaming technology company Novomatic with its planned listing on the Frankfurt Stock Exchange, and together with Katja Kaulamo, he advised the joint bookrunners J.P. Morgan and Deutsche Bank on the capital increase of the German commercial real estate company TLG Immobilien amounting to circa €146m. Kaulamo also assisted Deutsche Bank, J.P. Morgan and Commerzbank with the €142m secondary placement of shares by Jost Werke.
White & Case LLP is particularly experienced in advising issuers and underwriting banks on capital increases, equity-linked transactions, private placements and block trades. Gernot Wagner and Rebecca Emory advised Hapag-Lloyd on the preparation of a BaFin approved prospectus for the admission of circa 42.75 million new shares totalling approximately €1.4bn. The new shares were made available for trading on the regulated market of the Frankfurt Stock Exchange and on the sub-segment of the regulated market with additional post-admission obligations as well as for trading on the Hamburg Stock Exchange. The same client also received assistance with a €352m rights issue, agreed upon the merger of Hapag-Lloyd with the United Arab Shipping Company (UASC), while Credit Suisse received advice on shares issued by GAM, a global asset manager based in Switzerland; this transaction included 4.73 million new shares, which were placed with institutional investors by way of an accelerated bookbuilding procedure. Karsten Wöckener and Lutz Krämer are other key members of the team, which added local partner Thilo Diehl from Freshfields Bruckhaus Deringer in November 2017.
The ‘reliable and personable’ team at Gleiss Lutz is ‘very client oriented, calm and gets to the point’; ‘its extensive knowledge also enables the team to provide quick and well founded advice’ on IPOs and capital increases including cross-border equity placements. Team head Stephan Aubel, who ‘always keeps an eye on the essentials’ and ‘understands the company’s perspective’, recently advised a banking consortium led by joint global coordinators Citigroup and Commerzbank on Akasol’s IPO. He also assisted Nippon Life Insurance Company with a cornerstone investment as part of DWS Group’s initial public offering as well as on the conclusion of a strategic alliance between the client and DWS, and acted for AlzChem Group AG on AlzChem AG’s reverse IPO: following a capital increase against contribution in kind by way of which all shares in AlzChem AG were transferred to AlzChem Group AG, AlzChem Group AG became the parent company of AlzChem Group. All shares of AlzChem Group AG will be traded on the regulated market of the Frankfurt Stock Exchange in the segment with additional post-admission obligations. The team also advised curasan on a rights issue of approximately €5m, assisted MPC Münchmeyer Petersen Capital with a capital increase under exclusion of shareholders’ subscription rights by way of an accelerated placement procedure, and handled Pittler Maschinenfabrik’s rights issue of circa €3.5m.
The ‘good’ ECM practice at Norton Rose Fulbright is noted for its ‘quick response times’ and is increasingly active for banks but the team also advises issuers on IPOs, capital increases and other capital markets transactions, utilising its strong M&A experience. Benedikt Gillessen and practice head Frank Regelin are the names to note.
Noted for its ‘speedy response times’, the ‘good’ team at Ashurst LLP acts for issuers, underwriting banks and shareholders on capital increases and IPOs. Team head Matthias von Oppen acted as transaction counsel for IBU-tec advanced materials and Noratis on their respective initial public offerings in the scale segment of the Frankfurt Stock Exchange, and assisted Berenberg Bank with SNP Schneider-Neureither & Partner’s capital increase to finance the acquisition of three South American SAP consultancy companies. He also advised the joint global coordinators and joint bookrunners Commerzbank and Oddo BHF on the capital increase of the wood fibre insulation manufacturer Steico, which was effected against cast contributions and with partial utilisation of the existing authorised capital, while, acting as transaction counsel, he advised the syndicate banks Commerzbank and Hauck & Aufhäuser on the IPO of Serviceware on the regulated market of the Frankfurt Stock Exchange. The initial public offering comprised of over 3.7 million shares at an offer price of €24 per share. Robert Bosch instructed the team to assist with the sale of shares in listed Japanese company Akebono Brake Industry.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton’s client portfolio includes issuers and underwriting banks, which routinely receive advice on initial public offerings, capital increases and other capital markets transactions, most notably those featuring international elements with a focus on the US. Gabriele Apfelbacher and Ward Greenberg advised Deutsche Bank on disclosure requirements under the US Securities Act and on the requirements for a listing on the New York Stock Exchange, while Greenberg assisted Deutsche Telekom with the acquisition of T-Mobile US shares on the open market. Nordic Investment Bank is another client.
Working in close conjunction with various other departments and with colleagues from the corporate team in particular, Clifford Chance’s ECM practice handles capital increases, IPOs and private placements including international transactions. In the transactional space, the team has particular expertise in US-related work, while its sector focus lies on the segments manufacturing, real estate, finance and energy. In the real estate sector, team head George Hacket advised Godewind Immobilien on its listing on the regulated market of the Frankfurt Stock Exchange, while, in different work, he assisted a banking consortium with the IPO of the German-Spanish recycling company Befesa on the Frankfurt Stock Exchange; the issue comprised of over 14.3 million shares from the holdings of the selling shareholders.
The ECM team at CMS frequently acts for issuers and shareholders on capital increases and IPOs and routinely works in conjunction with its colleagues from the corporate department. At this interface, Philipp Melzer advised the investment vehicle Mayfair on Vapiano’s initial public offering, and, together with Andreas Zanner, he assisted Munich-based provider of cloud-based telephone systems NFON with its IPO, which generated proceeds of €80.5m following the placement of more than 4.1 million shares with investors at €12 per share. Capital Stage received advice on the payment of scrip dividend. With the corporate practice in the lead, the team also assisted the shareholders of 7-industries with the IPO of Sensirion on the SIX Swiss Exchange.
The ‘pragmatic and reliable’ team at Noerr ‘is always available’ and provides a ‘good service level with quick response times’. Jointly led by Gerald Reger and Holger Alfes, the practice provides full-service advice based on a close co-operation with its other German offices and their particular areas of expertise: the team in Frankfurt focuses on assisting issuers, investors and underwriting banks with various equity transactions including IPOs and capital increases, while the teams in Munich and Hamburg specialise in advising companies on stock corporation and capital markets law matters arising from public takeovers and the restructuring of listed companies. Recently, the practice assisted Rocket Internet with the IPO of Delivery Hero, and acted as corporate counsel for HelloFresh, advising the client on its initial public offering including stock corporation law matters. The team also assisted Kering with the reduction of its stake in Puma, and Schaltbau Holding received advice on a capital increase with subscription rights; the company’s share capital was increased by issuing a total of 2.24 million new shares. In January 2018, Ralph Schilha made partner and Dominik Kloka made associated partner, while in January 2019, Stephan Schulz was promoted to the partnership. The ‘very thorough and experienced’ Laurenz Wieneke is also noted.
Clients recommend Taylor Wessing’s ‘competent, quick and well-connected’ team for ‘medium-sized German and cross-border capital markets transactions’ in particular. It advises companies and banks on IPOs, rights offerings and public takeovers. Joint practice heads Christoph Vaupel and Lars-Gerrit Lüßmann advised the Hessian Ministry of Economic Affairs, Energy, Transport and Regional Development on matters pertaining to the planned merger of the German Stock Exchange and the London Stock Exchange, and, together with Ulrich Reers, they assisted Brockhaus Capital Management, a holding company based in Germany, with the development of a placement structure including dilution protection for its private placement of new shares and a prospective initial public offering. In other work, Reers acted for InflaRX on its listing on Nasdaq, while Oliver Rothley assisted InCity Immobilien with a rights issue. Marc-Oliver Kurth provides ‘speedy, down-to-earth and reliable advice’.
Heuking Kühn Lüer Wojtek is experienced in advising issuers on small and mid-sized transactions, providing assistance with IPOs, capital increases and delistings. Team head Mirko Sickinger advised De Raj Group on its Vienna Stock Exchange listing, while Thorsten Kuthe assisted Serviceware with its IPO in the prime standard segment of the Franfurt Stock Exchange. Together with Christoph Gringel, Kuthe also acted as transaction counsel for Naga Group and Hauck & Aufhäuser, advising fintech company Naga on its IPO on the open market scale segment of the Frankfurt Stock Exchange. The team also assisted Varta with the preparation of the capital increase documentation in the run-up to its IPO. Other clients include Accentro Real Estate and Sygnis.
The team at Pinsent Masons Germany LLP is ‘pleasant to work with’ and assists clients with IPOs and capital increases in the small cap and mid cap sectors. The ‘very client-focused’ Alexander Thomas advised Mynaric, Cyan and Stemmer Imaging on their respective IPOs on the scale trading segment of the Frankfurt Stock Exchange, while Varengold Bank and Elanix Biotechnologies received assistance with their respective capital increases with subscription rights amounting to circa €5.8m and approximately €6.4m respectively, which included the prospectus preparation required for the public takeover offer. Thomas Mayrhofer heads the team.