Capital markets: equity in Netherlands

Allen & Overy LLP

Tim Stevens heads up the equity capital markets practice at Allen & Overy LLP, which handles some of the largest Dutch IPOs, and is well placed to deal with cross-border matters due to the firm's global footprint. In addition to IPOs and other share listings, the firm is highly experienced in private placements, and primarily acts for corporations as issuer counsel. In addition to Stevens, counsel Danielle du Bois-Buné  is a key figure within the team, while senior associate Philip Silvis is one for the future, and joined the firm from NautaDutilh in October 2019.

Practice head(s):

Tim Stevens

Other key lawyers:

Danielle du Bois-Buné; Philip Silvis

Testimonials

‘Powerful partners: Tim Stevens. Excellent in depth knowledge of Equity Capital Markets and very good relationships with the AFM.’

‘Creativity, orientation on solutions and excellent legal knowledge/contractual work. And really a pleasure to work with such a high quality team at every level.’

‘To the point, pragmatic, can do attitude, always delivering and on time’

‘Tim Stevens is the leading ECM lawyer of the Netherlands and that makes discussions with regulators re. e.g. prospectus, guidelines productive. Tim and team are not afraid to give their opinion to the regulators if they think the point of view of the regulator is not correct or counterproductive. They do that with a pleasant style. The outcome is often positive because it is in depth and motivated. ’

Key clients

Naspers / Prosus

JDE Peet’s

Alfen

Mediaset

ProQr

Dutch Star Companies One

Marel

Fastned

Kendrion

Kiadis

De Brauw Blackstone Westbroek

De Brauw Blackstone Westbroek remains one of the premier capital markets teams in the Netherlands, with a client list that includes many of the nation's largest corporates, in addition to handling high-value transactions for large multinationals, in both a lead and international counsel capacity. Share buyback programmes have been a prominent part of the firm's practice recently, in addition to large-scale IPOs. Gaby Smeenk leads the practice alongside Jan Willem Hoevers, who focuses primarily on cross-border matters.

Practice head(s):

Jan Willem Hoevers; Gaby Smeenk

Other key lawyers:

Vivian Lee

Testimonials

‘Lead partner Jan Willem Hoevers combines a practical and realistic mindset with his high level of knowledge and experience both in EU and US capital markets/debt matters and disclosure issues.

Key clients

CM.com

Just Eat Takeaway.com N.V.

Fugro N.V.

Beter Bed Holding N.V.

Altice N.V.

ABN AMRO Group N.V.

Fiat Chrysler Automobiles N.V.

TechnipFMC plc / Technip Energies N.V.

Citigroup Global Markets Limited

J.P. Morgan Securities plc

Gazit Globe

Unilever N.V.

Topicus.com

LeasePlan Corporation N.V.

Affimed N.V

Koninklijke Philips N.V. (Royal Philips)

Royal Ahold Delhaize

AkzoNobel N.V.

Work highlights

  • Acted as counsel to Just Eat Takeaway.com on its merger with Just Eat plc, its equity and convertible bonds offerings (raising €700 million) and its recently announced merger with Grubhub Inc.
  • Advised CM.com on its combination with a SPAC and its Euronext Amsterdam listing, after having advised CM.com as lead counsel on its aborted IPO.
  • Acted as lead counsel on the contemplated overhaul of Fugro’s capital structure, including a successful €82m accelerated bookbuild offering.

Houthoff

Houthoff remains highly active in the capital markets space, with a strong cadre of issuer-side clients including large domestic corporates and private equity funds. Recently the firm has engaged in some notable cross-border work, such as secondary listings on Euronext Amsterdam, international share offerings for Dutch companies, and IPOs of domestic clients on foreign exchanges. Alexander Kaarls and Jetty Tukker are the key names to note within the team, and lead the firm's capital markets offering alongside the more debt-focused André de Neve and Jessica Terpstra. Senior associate Willem Liedenbaum is also noted.

Practice head(s):

Alexander Kaarls; Jetty Tukker; Jessica Terpstra; André de Neve

Other key lawyers:

Willem Liedenbaum

Key clients

The Vitol Group

Royal VolkerWessels

Lehman Brothers Treasury

Reggeborgh

BTG Pactual/PPLA Participations

DH Private Equity

TMF Group

DP Eurasia N.V.

Ronson Europe N.V.

The State of the Netherlands (the Dutch government)

Vimetco

Citigroup

Deutsche Bank

J.P. Morgan

Globalworth

Petrobras

Work highlights

  • Advised leading waste-to-product company Renewi on its secondary listing on Euronext Amsterdam.
  • Advised DNEG N.V. on its envisaged IPO on the London Stock Exchange.
  • Acted as project counsel to ShoppingParks, Terzetmus, Kempen & Co and KBC Securities on the successful accelerated bookbuild offering of 750,000 shares in the capital of Retail Estates, a Belgium publicly listed real estate company.

Stibbe

Stibbe remains one of the strongest firms for equity matters in the Dutch market, with highly experienced practice heads Derk Lemstra and Pieter Schütte handling work for a client base which includes large financial institutions as well as prominent corporates across a wide range of industry sectors. The firm continues to handle IPOs and subsequent offerings on Euronext Amsterdam, both as issuer and underwriter counsel, in addition to secondary listings for listed multinationals, PIPE deals, and other cross-border public M&A mandates.

Practice head(s):

Derk Lemstra; Pieter Schütte

Key clients

B&S Group

Intertrust

Basic-Fit

PostNL

Pershing Square Capital

Global Blue

Silver Lake

Fyber

Blackstone Private Equity

Groupe PSA

ABN AMRO Bank

ING Bank

JP Morgan

Morgan Stanley

Deutsche Bank

Credit Suisse

Work highlights

  • Advising Groupe PSA on its $50 billion 50/50 cross-border merger with Fiat Chrysler Automobiles, which includes advice on the capital markets and prospectus related aspects of the merger.
  • Advised Global Blue and its majority shareholder Silver Lake on its SPAC transaction on the New York Stock Exchange: Global Blue agreed a business combination with Far Point Acquisition Corporation.
  • Assisted Basic-Fitm on its €133.3m accelerated bookbuild offering.

Clifford Chance

Clifford Chance maintains strong relationships with a wide array of large domestic and international financial institutions, and as such the firm is a frequent presence in large IPOs and other offerings, acting on behalf of bookrunners, coordinators, and lead managers. In addition, the firm remains active on the corporate side, undertaking several large IPO mandates as issuer counsel. Hans Beerlage leads the group along with senior counsel Han Teerink, both of whom take leading roles on the firm's largest ECM deals.

Practice head(s):

Hans Beerlage; Han Teerink

Testimonials

‘The Clifford Chance team combines unparalleled local and international expertise. Clifford’s responsiveness, diligence and commercial focus is unrivalled in the market. The team was the key in getting the deal through the finish line in spite of the various hurdles, including those posed by Covid-19. ’

‘Hans Beerlage is great and very experienced. He knows the intricacies of capital markets and IPOs inside out. Han Teerink has unmatched knowledge and a wealth of experience. He provides advice with an invaluable commercial focus.’

Key clients

Adyen

Mondelez International

ING Bank N.V.

Morgan Stanley

ABN AMRO Bank N.V.

Flow Traders

NSI

Rabobank

CACEIS

Bank of America Merrill Lynch

JC Flowers

Work highlights

  • Advised ABN Amro, Jefferies, global coordinators (and as financial adviser) and Rabobank and NIBC as bookrunners on the proposed IPO of CM.com on Euronext Amsterdam.
  • Advised Nasdaq-listed Mondelez International as selling shareholder on the IPO and listing of JDE Peet’s shares on Euronext Amsterdam.
  • Advised ABN Amro Bank and Coöperatieve Rabobank U.A. (together with its distribution partner Kepler Cheuvreux) as joint global coordinators and joint bookrunners on the €133m accelerated bookbuild offering of ordinary shares in the capital of Dutch listed company Basic-Fit.

Linklaters

Alexander Harmse heads the practice at Linklaters, which focuses primarily on coordinator and underwriter-side work, with a client base that includes some of the largest domestic financial institutions in addition to a substantial following. Recent work has included dual listings, particularly in relation to Brexit planning, convertible bonds, and large-scale private placements. In addition to Harmse, the firm is also home to managing associate Menno Baks, a well-regarded capital markets practitioner who is emerging as a name to watch within the market.

Practice head(s):

Alexander Harmse

Other key lawyers:

Menno Baks

Key clients

ING

J.P. Morgan

Morgan Stanley

Bank of America Merrill Lynch

HSBC

Barclays

ABN AMRO

Rabobank

Deutsche Bank

Citigroup

Work highlights

  • Advised the joint global coordinators and joint bookrunners on the placement of €400m of new ordinary shares and the concurrent issue of €300m senior unsecured convertible bonds due 2026, in Just Eat Takeaway.com.
  • Advising J.P. Morgan Securities on the issue of €125m 3.00% senior unsecured convertible bonds due 2025 convertible into shares of Pharming Group.
  • Acted for UK-listed RHI Magnesita on its secondary listing in Vienna.

NautaDutilh

NautaDutilh remains highly active in the equity capital markets space, with a client base including prominent financial institutions, as well as both domestic and multinational corporates. As such, the firm is adept in IPOs and other issuances, on behalf of both issuers and underwriters, while other recent areas of work have included share buyback programmes and delistings. Managing partner Petra Zijp leads the practice alongside Paul Van Der Bijl and Antonia Netiv. Netiv is notable for her work on matters at the intersection of ECM and DCM, such as debt-for-equity swaps.

Practice head(s):

Petra Zijp; Antonia Netiv; Paul van der Bijl

Other key lawyers:

Sabrina Legerstee; Dewi Walan

Testimonials

‘Antonia Netiv. Very dedicated and professional. Quick response times and on top of her files with a very strong and comprehensive understanding of client situations.’

‘In our experience, we have found the team at Nauta to be responsive, able to work under significant time pressure and commercial in their approach. Their advice is clear and succinct.’

‘Our key contact in the team is Sabrina Legerstee. We have worked with her for several years now on an on-going matter and I personally find her a pleasure to work with. Unlike other local counsel we have dealt with, she (and her team members) are quick to appreciate complex international transactions and how this will impact the relevant filings in the Netherlands, and can be relied on for a quick and helpful response. I hope to continue our positive working relationship.’

‘The Nauta team has excellent knowledge of the Dutch corporate market in general, which informs their excellent capital markets practice. They’re very friendly and commercial, too, which makes them a pleasure to work alongside.’

‘I’ve worked with several individuals at Nauta (partners Antonia Netiv, Petra Zijp and Paul van der Bijl and associate Sabrina Legerstee in particular) who are all excellent. They’re very responsive, diligent and helpful. ’

‘The capital markets team at Nauta is very available and very capable technically.’

‘The Nauta capital markets team is great. They are always available and they very technically skilled.’

Key clients

ForFarmers

Unibail-Rodamco-Westfield

ING

a.s.r.

InflaRx

Trivago

Rabobank

Mylan

Pharming

STMicroelectronics

Centogene

AerCap

Work highlights

  • Acted as Dutch counsel to Coöperatieve Rabobank U.A. and ING Bank in their capacity as joint global coordinators and joint bookrunners on Furgo’s placement of new depositary receipts through an accelerated book build offering.
  • Advised the underwriters to argenx on a public offering (American Depositary Shares) and EU private placement (ordinary shares).
  • Advised STMicroelectronics on the offering of dual-tranche $1.5bn senior unsecured bonds, convertible into ordinary shares and the redemption of a tranche of zero coupon convertible bonds due 2022.

Bird & Bird

Bird & Bird is predominantly active on the issuer side of ECM deals, with  a particular focus on the technology, healthcare, and pharmaceutical sectors, in addition to clients in the private equity space. Michiel Wurfbain heads the team, and is particularly experienced in boardroom-level advice, with a sector focus on life sciences. At the junior level, associate Marinke Moeliker  one to watch.

Practice head(s):

Michiel Wurfbain

Other key lawyers:

Marinke Moeliker

Key clients

Kiadis Pharma N.V.

Envipco Holding N.V.

RoodMicrotec N.V.

Work highlights

  • Advised Euronext Amsterdam and Euronext Brussels listed biopharmaceutical company Kiadis Pharma N.V. on a private placement with a US biotech investor, and on private placement with leading biotech investor Life Sciences Partners.
  • Advised Euronext Amsterdam and Euronext Brussels listed global recycling company Envipco Holding on its delisting from Euronext Brussels.
  • Advised various Dutch listed companies on the organisation of their annual shareholders’ meeting during the lock-down as a consequence of the coronavirus pandemic.

Loyens & Loeff

Loyens & Loeff is home to an ECM practice which acts for a wide range of clients, with a strong corporate base as well as banks. Jelmer Kalisvaart and Martijn Schoonewille lead the practice group, with the former specialising in work for corporate clients, while the latter is more frequently instructed by financial institutions. The firm is particularly adept in cross-border listings, with recent matters involving jurisdictions such as Belgium, France and the US.

Practice head(s):

Jelmer Kalisvaart; Martijn Schoonewille

Other key lawyers:

Michel van Agt

Key clients

Heineken Holding

PAI Partners

Index Ventures

General Atlantic

InterXion Holding

Avantium

Lucas Bols

EPP

Arcona Property Fund

BCRE-Brack Capital Real Estate Investments

Ferrari

Fidelity National Information Services, Inc.

Holland Colours

Fiat Chrysler Automobiles

Oppenheimer & Co

Empery Asset Management

Work highlights

  • Advised Empery Asset Management, LP as investor and Oppenheimer & Co. as underwriter on Kiadis’ private placement in which it raised €12m in gross proceeds which closed on 30 April 2020.
  • Assisted certain selling major shareholders, including Index Ventures and General Atlantic in respect of (i) the IPO in June 2018 at Euronext Amsterdam of Adyen N.V., a payment platform provider with their disposal, including related regulatory filings as well as with (ii) several subsequent block trade of shares in 2018, 2019 and 2020.
  • Assisting Reggeborgh Invest, a major shareholder of NIBC Holding, a Dutch bank listed on Euronext Amsterdam, on the contemplated offer by Flora Acquisition, an entity incorporated under Dutch law, owned by certain funds managed and/or advised by Blackstone.

Simmons & Simmons

Peter Voorhees and Marieke Driessen head up the capital markets team at Simmons & Simmons, with a strong following among investment funds, in addition to a strong track record in life sciences. The firm is particularly strong on PIPE deals, covering both the selling and acquiring sides of such transactions, with a focus on cross-border deals that make use of the firm's global footprint

Practice head(s):

Peter Voorhees; Marieke Driessen