Freshfields Bruckhaus Deringer
Freshfields receives effusive praise from competitors with none doubting its top tier credentials. Described as "very strong, both on financing as well as regulatory," the firm's banking practice is regarded as one of the most complete in the German market, with peers saying its regulatory expertise and experience on substantial acquisition financings distinguishes it from its closest rivals....
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Freshfields receives effusive praise from competitors with none doubting its top tier credentials. Described as "very strong, both on financing as well as regulatory," the firm's banking practice is regarded as one of the most complete in the German market, with peers saying its regulatory expertise and experience on substantial acquisition financings distinguishes it from its closest rivals. One observation often noted, is that the practice doesn't have the headcount of its magic circle compatriots.
The "excellent" practice head, Yorck Jetter, remains a revered figure within the German market. On the financing side, competitors also mention Frank Laudenklos. "He's good and very pleasant to deal with," says one. From a regulatory perspective, Gunnar Schuster is described as "the main expert".
The partnership within the regulatory team grew in 2012 when associate Mario Hüther was promoted.
Deals
Commensurate with its reputation, Freshfields was involved in a series of large and complex transactions. Fresenius & Co's €3.1bn public takeover bid for Rhön-Klinikum AG, a listed operator of hospitals and medical supply centres in Germany, was the practice's largest mandate. Jetter advised on the financing to the deal. Another multi-billion Euro transaction for Jetter saw him advising Liberty Global Europe on the financing issues related to its merger of its German subsidiaries, the cable net operators Unitymedia group and Kabel BW group. It involved an offer to exchange senior secured and senior notes, valuing around €2.27 billion, issued by Kabel BW and senior unsecured notes sold by Unitymedia.
Elsewhere, it advised on the refinancing of Schmolz + Bickenbach, representing a consortium of banks led by Commerzbank. The €875 million deal included the issue of a German law governed €258 million high yield bond.
Recent regulatory mandates include Schuster and his team's advice to Landesbank Hessen-Thüringen Girozentrale (Helaba) on the conversion of €1.92 billion silent participations into CRD IV compliant common Tier 1 equity.
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Leading lawyers
Yorck Jetter
Freshfields Bruckhaus Deringer
Led by the renowned Christoph Gleske, Freshfields' debt practice is known for its regulatory capital work, largely thanks to Gleske's expertise in this niche. "If it was only for hybrid notes and bonds I would put them in tier one, but overall they are tier two," says one partner....
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Led by the renowned Christoph Gleske, Freshfields' debt practice is known for its regulatory capital work, largely thanks to Gleske's expertise in this niche. "If it was only for hybrid notes and bonds I would put them in tier one, but overall they are tier two," says one partner. In addition to Gleske, Rick van Aerssen is seen as a "strong partner".
Deals
As one of the country's leading hybrid experts, Gleske was mandated on several transactions designed to strengthen the capital structure of Commerzbank. Most recently he advised a consortium of Citigroup, Commerzbank, Goldman Sachs and HSBC as dealer managers for the bank as it received hybrid capital, subordinated debt and other capital instruments valuing €965 million as contribution in kind in exchange for 360,509,967 new shares from authorised capital. In December 2011, Gleske advised Credit Suisse and JP Morgan as dealer managers on the repurchase of €1.27 billion in trust preferred securities of Commerzbank for a total purchase price of €643 million, which led to an increase of Commerzbank's core Tier 1 capital under the Basel III requirements by more than €700 million.
Another hybrid deal saw van Aerssen advise EnBW Energie Baden-Württemberg the issue of a €750 million bond in October 2011 followed by an increase of €250 million in March 2012.
Elsewhere, the firm advised on various EMTN programmes for clients including DVB Bank, EnBW Energie Baden-Württemberg, Linde and, additionally, represented Air Berlin, K+S Aktiengesellschaft and MTU Holding among others on standalone bond issues.
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Leading lawyers
Rick van Aerssen
Christoph Gleske
Freshfields Bruckhaus Deringer
From most clients' perspectives, Freshfields' German practice is superior to its closest rivals. On a deal, they say, it provides a more rounded package thanks to the breadth of the German team and its superior international network....
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From most clients' perspectives, Freshfields' German practice is superior to its closest rivals. On a deal, they say, it provides a more rounded package thanks to the breadth of the German team and its superior international network. "Overall I would rank Freshfields as one of the strongest firms on the street. They have a depth and breadth of expertise and such a good understanding of the problem we are faced with. They are very much solution driven. They can advise on equity and equity linked structured solutions, derivatives tax issues they are a really strong broad based firm."
Of the leading partners, Rick van Aerssen and Christoph Gleske are the "younger", "dynamic" and more boisterous figures within the practice, while Andreas König is "vastly experienced" and "very distinguished". "You will always get immediate and straight forward advice from Andreas," one client notes. Speaking on van Aerssen and Gleske, another says: "Both are very strong. Rick is known for a very distinct approach, he's a real character. They are helpful outside of transactions." Other clients say these distinct personalities make the practice an appealing choice as different transactions and clients often require very different approaches.
A negative of the firm's popularity is sometimes that "they are getting so many mandates they can sometimes drop the ball on one or the other," says one client. Another agrees saying "Rick is sometimes taking on more than he can handle."
Deals
The firm was also involved in one of the only German IPOs in the last 12 month, acting on behalf of the issuer. A team led by Andreas König advised Prime Office on its €214 million IPO on Frankfurt and Munich in July 2011. On the underwriter's side, König represented Deutsche Wohnen on its €186.5 million rights issues.
Other straight equity deals for the practice include advising on GSW Immobilien's €202 million capital increase and assisting Conergy on the reduction of its capital stock from €400 million to €50 million in addition to a subsequent capital increase of €188 million.
Banks' efforts to meet capital requirements have created a good deal flow for the firm. Following on from the practice's part in Commerzbank's €626 million capital increase in the first half of 2011, where it represented the underwriters, it has been involved in two further transactions to help strengthen the beleaguered bank's core tier 1 capital ratio. Most recently, Christoph Gleske and Mark Strauch advised Citigroup, Commerzbank, Goldman Sachs and HSBC on exchanging capital instruments, including hybrids and subordinated debt securities, with an aggregate valuing of €965 million in exchange for around 361 million new shares. While in December 2011, Gleske represented Credit Suisse, JPMorgan and Commerzbank as dealer managers on the €643 million buyback by Commerzbank of hybrid capital instruments worth €1.27 billion issued by companies in its group.
Another matter for the firm involving a distressed financial institution was HSH Nordbank's capital increase. Marius Berenbrok represented the bank on the €500 million deal which was a condition of the state aid it had received during the crisis.
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Leading lawyers
Rick van Aerssen
Christoph Gleske
Andreas König
Freshfields Bruckhaus Deringer
With US and German law capabilities Freshfields has the capacity to cover the whole market. Competitors note that the practice took a leading role in the spate of German law governed bonds....
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With US and German law capabilities Freshfields has the capacity to cover the whole market. Competitors note that the practice took a leading role in the spate of German law governed bonds. "We see Freshfields clearly," says one peer, adding: "They were strong in relation to the German law governed bonds; they did the Heidelberg Cement, Conti and Phoenix." Peers also mention that the firm's strong corporate relationships engender deals. "Freshfields is strong through their issuer side representation, through their large corporate base," says one partner.
Deals
The firm advised a bank consortium led by Commerzbank on the issue of a German law governed €258 million high-yield bond by Schmolz + Bickenbach.
On the issuer's side, the firm advised Kabel Deutschland its Reg S/Rule 144A placement of €400million under New York law with a listing on the Luxembourg Stock Exchange. In addition, it also advised Kabel Deutschland Vertrieb und Service on a tap issue of its €500 million 6.5% senior secured notes due 2018 in June 2011 by a further €200 million senior secured notes.
Elsewhere, the practice advised Fresenius SE & Co on a €500 million 4.25% high-yield bond.
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Leading lawyers
Christoph Gleske
Freshfields Bruckhaus Deringer
Freshfields has a securitisation group headed by Berhard Kaiser, while multi-faceted Chistoph Gleske leads the structured products and derivatives practice.
DealsOn the securitisation side Kaiser is advising Deutsche Bundesbank, which is acting for the Eurosystem on the realisation of collateral which comprises the whole range of securitisation structures – CDOs, RMBS, CMBS, CRE, CLOs – provided by Lehman Brothers....
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Freshfields has a securitisation group headed by Berhard Kaiser, while multi-faceted Chistoph Gleske leads the structured products and derivatives practice.
Deals
On the securitisation side Kaiser is advising Deutsche Bundesbank, which is acting for the Eurosystem on the realisation of collateral which comprises the whole range of securitisation structures – CDOs, RMBS, CMBS, CRE, CLOs – provided by Lehman Brothers. This includes the restructuring and workout of more than 20 securitisation transactions.
Additonally, he represented a consortium of banks led by HSBC in relation to the securitisation of the factoring receivables of Coface's German subsidiary, Coface Finanz, in the amount of €1.1billion.
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Leading lawyers
Chistoph Gleske
Bernhard Kaiser
Freshfields Bruckhaus Deringer
The leading international M&A practice in the country, Freshfields also has deep German roots. Like its domestic counterpart and closet rival, Hengeler Mueller, it has "outstanding corporate relationships" with the majority of German Dax listed, blue chip companies....
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The leading international M&A practice in the country, Freshfields also has deep German roots. Like its domestic counterpart and closet rival, Hengeler Mueller, it has "outstanding corporate relationships" with the majority of German Dax listed, blue chip companies. The M&A practice is described as "client driven" and "partner focussed," and the lawyers within it are praised for their "attention to detail" when it comes to due diligence. While Marius Berenbrok and Andreas Fabritius are seen as the firm's most prominent figures in Hamburg, Christoph Seibt is also an active figure. "Although he changed a little bit from really M&A activity to publishing and lecturing he is still visible in the market," says one peer.
Deals
Freshfields' largest M&A deal in the last 12 months was closed in May 2012. The firm advised Barclays in selling a loan portfolio, BauBeCon, acquired in a debt restructuring for €1.23 billion to Deutsche Wohnen.
Badly impacted by the financial crisis which caused a decline in the demand for goods and container ferries, the shipping industry has been consolidating and the firm closed two deals in this sector. For German conglomerate ThyssenKrupp, a team from the corporate practice including partners Stephan Waldhausen, Anselm Raddatz, Sebastian Kalb and Jan Furnivall advised on the sale of its civil ship building services to Star Capital Partners for €100 million. In the other matter, the firm represented Albert Ballin & Co and HGV Hamburger on the acquisition of shares in container shipping group Hapag-Lloyd from Tui for €700 million.
It is vital that the offshore energy grid in Germany is better connected to the mainland if the government hopes to make good on its pledge to phase out nuclear power by 2022. This has caused a good deal of activity in the sector including TenneT's sale of a 49% equity stake in two German offshore high voltage cable projects, BorWin 1 and BorWin 2 to Mitsubishi. The $240 million from the sale is intended to be used to build new power grids in Germany.
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Leading lawyers
Marius Berenbrok
Andreas Fabritius
Christoph Seibt
Freshfields Bruckhaus Deringer
A testament to Freshfields' quality is that it has most of the biggest international names in private equity on its books. Its ranking is fully supported by competitors who say the difference between it and those ranked beneath it, is its "breadth" and "the international angle"....
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A testament to Freshfields' quality is that it has most of the biggest international names in private equity on its books. Its ranking is fully supported by competitors who say the difference between it and those ranked beneath it, is its "breadth" and "the international angle". One peer expands: "If you look at the financing of transactions, which is a key part, there are very few that can do the international financing."
Deals
Freshfields has been involved in several high profile deals throughout the last 12 months. In 2011, one its headline roles was on the acquisition of Evonik's Carbon Black business. A team led by partner Anselm Raddatz advised Triton which formed a consortium with Rhône Capital to purchase the company for €900 million in July 2011.
Another significant matter for the firm was its advice to chemical manufacturer CABB, on the acquisition of Finland based company, KemFine Group, from 3i.
Elsewhere on the buyers' side, the firm advised Triton on acquiring DYWIDAG-Systems International from Barclays Bank and Bank of America Merrill Lynch for €370 million, and assisted Gilde Buy Out Partners with the purchase of Eismann International for €280 million. On the sell side, it represented K+S on the sale of its fertilizer business, Compo, to Triton for €205 million.
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Leading lawyers
Nils Koffka
Ludwig Leyendecker
Andreas von Werder
Freshfields Bruckhaus Deringer
Widely considered the second strongest project finance practice in Germany, Freshfields has an "outstanding" lawyer in Daniel Reichert-Facilides according to peers and clients. One of the former says what differentiates the firm from those in tier two and three is that "they are much more responsive to what we ask for"....
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Widely considered the second strongest project finance practice in Germany, Freshfields has an "outstanding" lawyer in Daniel Reichert-Facilides according to peers and clients. One of the former says what differentiates the firm from those in tier two and three is that "they are much more responsive to what we ask for".
Deals
Freshfields has been involved in a mixture of energy and infrastructure projects across Europe, North and South America.
In North America, the firm advised on the financing 100MW wind farm. Department head Daniel Reichert-Facilides worked in conjunction with the New York office representing Deutsche Bank Luxembourg, on the C$725 million (€587 million) financing for a project in Canada, which, as it stands, is the largest development of its kind in the country. In the south of the continent the firm was advising BBVA, German export credit agency KfW IPEX-Bank, and Société Générale on the debt financing of a steel mill in Venezuela.
For HSH Nordbank Reichert-Facilides was acting on the financing of two solar projects, one in Italy and one in Spain.
The firm is also representing the mandated lead arrangers on two ongoing German projects. One for a container terminal in Wilhelmshaven and the other for a European high-pressure gas pipeline project in Germany.
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Leading lawyers
Daniel Reichert-Facilides
Restructuring
Freshfields Bruckhaus Deringer
Freshfields acts on all the markets biggest cases. "Freshfields is a clear tier one....
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Freshfields acts on all the markets biggest cases. "Freshfields is a clear tier one. They are probably a little bit ahead of the other two," says one peer. Universally, respected, competitors apportion a large degree of the firm's success to practice head Lars Westphal, who is considered the preeminent restructuring lawyer in Germany and rated for the fact he "comes up with creative solutions". One rival says: "Someone who is still very well known is Lars Westphal from Freshfields. You see him on a number of deals and almost every restructuring in Germany."
The firm's restructuring team was enhanced at a senior level when Jochen Wilkens was promoted to partner in May 2011.
Deals
Freshfields highly esteemed department head Lars Westphal was active on a raft of important transactions recently. One standout matter, which began in May 2011, was his advice to the ad hoc committee of note holders of Deutsche Annington on the refinancing of Europe's largest CMBS transaction, valuing approximately €5 billion. It is the first case where the borrower is attempting to negotiate directly with the note holders.
Hit by subsidy cuts and unable to compete with more affordable Chinese companies, Germany's renewable industry is suffering financially. One high profile casualty of these recent developments was Q-Cells. The firm advised on group's restructuring, advising the joint ad hoc committee of note holders of two bonds, valued at roughly €400 million, issued by Q-Cells. Westphal was proposing a debt for equity swap. However, the restructuring plan ultimately failed when the Frankfurt court ruled that the countries bond restructuring act was not applicable to bonds issued prior to the law's implementation in 2009.
Additionally, a follow on role for the firm saw the firm represent the shareholders and mezzanine lenders of PrimaCom group in a €200 million financial restructuring by way of a scheme of arrangement under English law.
On the debtor side, the firm is also involved in several sizeable cases. One successfully concluded in June 2012 concerned the debt of Klöckner Pentaplast & Co, a producer of plastic film for packing, printing and specialty applications. Following a cash equity injection of €190 million by a group of new investors led by hedge fund, Strategic Value Partners, and new facilities of €650 million underwritten and guaranteed by the investment bank Jefferies & Company, the company was able to repay its first lien senior debt.
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Leading lawyers
Lars Westphal
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