IFLR 1000
The Guide to the World's Leading Financial Law Firms

Hengeler Mueller has a team of seven competition partners based in Düsseldorf and Brussels with the stalwarts of the firm comprising Hans-Jörg Niemeyer, Alf-Henrik Bischke and Markus Röhrig. The firm is undoubtedly one of the best German firms for EU Competition work.

"They are a highly professional team and there are less than a handful of German firms that could handle this work, which was really breaking new ground," notes a client. Clients like the firm's full service approach, enabling the team to manage capital markets and M&A issues alongside competition matters, as well as its expertise in competition: "they are very well plugged in and executed the case very well", says one.

Others say the firm has "a highly professional" and "very effective". "We usually have one partner and one senior associate and the partner is very deeply and thoroughly involved," says a client who enjoys the firm's lawyer allocation structure. The three leading partners all receive praise from peers while senior associate Sebastian Brack is also picked out as a potential future star for being "very responsive and very quick, very clever and easy to bring up to speed" and for his "considerable understanding of antitrust issues".

Deals
Hans-Jörg Niemeyer and Markus Röhrig provided European, US and Japanese coordinated advice to an auto-parts client in relation to the European Commission (EC) investigation into the car parts sector. Niemeyer also advise 3i on its sale of MWM Holding to Caterpillar, which won phase II approval by the EC, and Deutsche Lufthansa and Austrian Airlines before the EU General court on a state aid related case.

Alf-Henrik Bischke meanwhile acted for EQT on a merger control case which was referred by the EC to the German Competition Authority and secured phase II approval, while Bischke worked with Horst Satzky to assist Keiper Recaro on the EC merger filing for the sale of its automotive business to Johnson Controls. Bischke also acted for clients H+H International, Siemens and CITIC Dicastal on merger matters.

Hengeler Mueller is "known for its quality" according to peers. Continuing to set the benchmark for domestic firms, it competes comfortably with the leading international firms on the market. It has a broad practice, strong in lending, financing and regulatory, which, with Freshfields, is considered to have the greatest depth. Partners Thomas Cron and Johannes Tieves are the practices' perennial figures, with the latter, in particular, heralded as one of the "preeminent" lawyers in the German banking community.

Deals
Hengeler had roles in a clutch of headline refinancing transactions. The most prominent of which was acting as German counsel to the banks on the Schaeffler Group's refinancing. Partners Johannes Tieves and Heinrich Knepper led on transaction which involved structuring a new €8 billion facility and the issuance of a €2 billion high-yield bond. Additionally, as part of RWE's sale of its majority stake in its subsidiary Ampiron, the firm, which also advised on the €800 million M&A deal, assisted with the refinancing of Ampiron prior to the deal to redeem the group's financing. A further notable transaction for the firm was also on the side of the debtor. Acting for Schmolz + Bickenbach, the banking practice advised on a comprehensive €875 million refinancing, which was achieved through syndicated and revolving credit facilities, including documentary provision for future bond transactions.

On the regulatory side, recent highlights for the firm saw it involved in the divestiture process for WestLB and the two major "bad bank" undertakings in line with the country's financial market stabilisation law. It also advised on the establishment of Pfandbriefbank for international banking group, Natixis.

Considered one of "the two major players" in Germany for debt capital markets work, Hengeler is known for the vast volume of programmes it manages and is top of the market on quality. "No question, Hengeler has the largest market share and it has some excellent lawyers," says one peer. Partner Hendrik Haag is named by competitors as the firm's leading expert. "Hendrik Haag has reappeared in the arena. For a while he didn't do a lot of debt work but recently he seems to have reacquainted interest for this kind of work. He has always been one of the players in the market," says one peer.

Deals
During the last 12 months Hengeler has had a hand in two transactions linked to stabilising the European banking market. Firstly, it advised the Federal Ministry of Finance on a €55 billion guaranteed debt issuance programme for the European Financial Stability Facility. Secondly, it represented the bad bank of Hypo Real Estate, FMS Wertmanagement, on seven issues totalling €14 billion.

Elsewhere, the firm has advised semi-sovereign, investment bank KfW on ten international bonds with a total value of €30 billon.

Germany's leading independent law firm, Hengeler has one of the country's strongest equity practices. "They have very strong lawyers. They also have breadth and depth, they are in that regard similar to Freshfields although they lack the US side of things," is one client's summary of the practice. "From a German law perspective they are very, very strong," adds the client.

The two partners who are frequently cited as the firm's leading experts are Torsten Busch and Wolfgang Gross. One client, who describes Busch as "the most experienced capital markets lawyer in Germany," says: "He may be a bit of a character but the guy is certainly the one everyone listens to. If Torsten raises an opinion, no one will ever dismiss it lightly. He is certainly the preeminent figure in Germany."

Banking clients say one negative is that the firm is more frequently issuer's counsel. "I guess it's simply a matter of economics because banks have to approach at least three firms and ask for a quotes. It's a pretty competitive process these days and they tend to be more expensive. I think the fact they have not been advising banks regularly for a number of year's now has had an impact on how close they really are to developing practical solutions," says one.

Deals
With the Eurozone debt crisis stunting investor confidence, a number of IPOs the firm has prepared have been postponed, or as dual-track processes, cancelled in preference of an outright sale. But despite the challenging market, the firm has got several other transactions over the line. Since the last quarter of 2011 it advised on three sizeable capital increases. One deal was for utility company RWE, which was hit hard by the German government's decision to phase out nuclear power by 2022, reporting a 45% drop in net profit for 2011. In addition to divesting of several assets, the company also undertook a bespoke subscription rights capital increase, which was completed using an accelerated book building. Partner Wolfgang Gross provided the capital markets advice on the deal, which raised €2.1 billion.

With bank financing difficult the firm's client Fresenius SE & Co turned to the markets to raise the funds for its acquisition of Rhoen-Klinikum in May 2012. Issuing 13.8 million new ordinary shares making €1 billion for the company. Highly regarded partner Torsten Busch, who led on the Fresenius deal, also represented Klockner & Co on its capital increase and Adidas on its convertible bond. The deals valued €527 million and €500 million respectively.

Additionally, the firm closed the second stage of indebted institution Commerzbank's two-part deal to raise €11 billion. Partners Gross, Hartwin Bungert and Hendrik Haag advised the indebted bank on the final stage of the transaction, a €5.3 billion capital increase, in June.

Peers recognise Hengeler for its involvement in the majority of the German law governed bonds to hit the market. It also works with its US "best friend" firm, Davis Polk, on New York law governed issues.

Deals
Henegler's stand out advice on a high-yield transaction in the last 12 months was on the Schaeffler group's refinancing, which involved a €2 billion high-yield bond placed in Europe and the US. The firm advised a banking syndicate including Commerzbank, BNP Paribas and Deutsche Bank, which agreed to provide the automotive supplier with new facilities.

The firm was also issuer's counsel on Schmolz + Bickenbach's German law governed €258 million high-yield bond.

"One of the most famous firms for securitisation in Germany," according to one client, Hengeler Mueller's practice has a trio of renowned lawyers in Dirk Bliesener, Martin Geiger and Stefan Krauss. One client singles out saying: "Mr Kraus is one of the most experienced securitisation lawyers in German law. He is used by a lot of banks for let's say demanding task and questions."

Deals
A versatile practice, Hengeler has advised on everything from CLO restructurings, to securitisations of lease and trade receivables, to ABS deals and conduit programmes in the last 12 months.

Four partners from the practice shared its recent significant deals between them. For Commerzbank, Stefan Kraus advised on the restructuring of a €4.5 billion CLO transaction.

Dirk Bliesener took the lead on the restructuring of €1 billion asset-backed Euro commercial paper programme for BayernLB. He also headed the team which represented Santander on two separate deals for the securitisation of auto loans, valued at €600 million per transaction.

Elsewhere, Martin Geiger was involved in three noteworthy securitisations of lease receivables for banks and the asset backing of liabilities under ABCP Conduit Program for a German bank.

Finally, Ralph Defren was involved in a multi-currency true sale factoring line of $275 million for Coutinho & Ferrostaal and its US and Canadian subsidiaries.

Hengeler Mueller built its name on its corporate practice and its M&A team is still one of the best in the market, evidenced by the fact that it is consistently mandated on the top deals around. "They were involved in all the significant transactions this year [2012]," says one peer. Although competitors can't split Hengeler and Freshfields in terms of pure transactional M&A, in regard to "classical corporate work" they say Hengeler is superior. Of the firm's partners, peers are "always impressed" by the Munich based Hans-Jörg Ziegenhain.

The firm is rated for its client and business focussed approach by clients. "They work extremely efficiently and have been very business orientated. There aren't any areas where I found them to be lacking. They have been well-organised, they have made sure they have had the resources and, given we have been doing a lot of work in the US, they have been available 24/7 and have been very quick to respond," says one client.

Deals
Where there have been big ticket deals in Germany in the last 12 months, Hengeler has invariably been on one side or another. The largest transaction for the practice was Volkswagen's acquisition of majority stake in German truck manufacturer MAN. Partners Jochen Vetter and Hans-Jörg Ziegenhain advised the seller on the €11.2 billion deal.

Another multibillion Euro transaction came in the energy sector. Acting for EON, the firm advised on the sale of the operating company of its German gas transportation network, Open Grid Europe, to a consortium comprising Macquarie European Infrastructure Fund 4, Infinity Investments, British Columbia Investment Management Corporation and MEAG MUNICH ERGO Asset Management. Ziegenhain and Daniel Wiegand were the corporate partners involved in the in the €3.2 billion deal.

A sizeable public M&A deal for the firm was healthcare company Fresenius' voluntary takeover of German private hospital operator Rhön-Klinikum. Dusseldorf partner Rainer Krause led the team, advising Fresenius on purchasing the remaining shares in the company for €3.2 billion.

Another headline deal on the sell side also came in the energy sector. On this occasion Matthias Hentzen and Thomas Meurer represented the seller RWE which divested of its majority stake in Amprion to an investor consortium for €1.3 billion.

Elsewhere, Ziegenhain advised TUI on the sale of shares in shipping group Hapag-Lloyd for €700 million.

Some competitors question how strong Hengeler Mueller is in private equity. "Their whole internal setup has not be designed to have a specialism in PE (private equity)," notes one. But, it has its supporters and with a solid client base of established PE houses that has seen it secure roles in some of the markets key transactions in the last 12 months it remains in the top tier.

Deals
In 2011, the firm advised EQT on the sale of Kabel BW to Liberty Global. Partners Hans-Jörg Ziegenhain, Steffen Oppenländer and Maximilian Schiessl were counsel to the Swedish fund, which received €3.2 billion after the deal was granted merger approval in December 2011.

The firm has also been active for buyers. It represented KPS Capital Partners on two acquisitions in the last 12 months, advising on the purchase of Bosch Foundation Brakes and the Dover Corporation's German operations of Paladin Brands. Partners Peter Weyland and Frank Burmeister led on the Bosch deal while Julius Budde took the helm on the Paladin transaction. Additionally, on behalf of Equistone Partners Europe (formerly Barclays Private Equity) Alexander Rang advised on the leveraged buy-out of IN tIME Express Logistik from ECM Equity Capital Management.

Given Hengeler's excellent corporate practice and strong relationships in Germany it comes as no surprise that it has secured the role of debtor's council on a host of major cases including Pfleiderer, Q Cells, Rodenstock and West LB.

With peers verifying the firm has developed expertise in the restructuring area and is a common sight across the table, Hengeler Mueller joins tier three.

Deals
London based partner Daniel Weiß has taken the lead on several of the firm's notable deals. For Q Cells, which filed for insolvency in April 2012, he has been advising on the restructuring of its €493 million and €250 million bonds.

Additionally, Weiß has been representing Pfleiderer on its restructuring which has involved a capital reduction and capital increase, the issuance of an option bond and the first debt for equity swap of bonds under the new German Bond Act.