Cleary Gottlieb has a longstanding commitment to its German practice, strategically expanding our presence in the region based on our clients’ needs. Our Frankfurt office is situated in Germany’s principal financial center and our Cologne office is centrally located for access to the German authorities and courts handling antitrust cases and to the headquarters of many of the country’s leading companies. With a combined total of around 70 lawyers in our German practice, the large majority of whom received their primary legal training in Germany, we provide our clients with fully integrated German, pan-European and global legal advice in a broad range of key practice areas.
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Nov 07, 2011
Cleary Gottlieb is advising company founder Michael Zimmer in the sale of his stake in CORPUS SIREO GmbH & Co. to savings bank Sparkasse KölnBonn. The transaction was announced on November 7, 2011 and will close by the end of this year. The purchase price will not be disclosed.
By acquiring the 25-percent stake held by THITA GmbH & Co. from Michael Zimmer the Sparkasse KölnBonn will raise its interest in CORPUS SIREO to 50 percent. The savings banks Stadtsparkasse Düsseldorf and Frankfurter Sparkasse hold a 25-percent stake each.
CORPUS SIREO is Germany’s leading real estate manager with a total of 14.5 million square meters in commercial and residential real estate with an aggregate value of more than €15.4 billion under management.
Jun 06, 2011
Cleary Gottlieb advised Commerzbank on the U.S. aspects of and the financial disclosures in relation to a two-step, €11 billion capital raising transaction consisting of the issuance of Conditional Mandatory Exchangeable Notes (CoMEN) and a follow-on rights offering. The transaction closed on June 6.
In the first step, the CoMEN were issued and, after a shareholders' meeting in which the necessary capital was authorized, exchanged for Commerzbank shares that the German Financial Market Stabilization Fund (SoFFin) received upon conversion of a portion of its silent participation interest in the bank. These new shares then were eligible to participate in the second-step rights offering.
Commerzbank used the proceeds of the two-step transaction to repay a substantial portion of the funds the bank had received from the German federal government during the financial crisis.
The transaction was the largest share issue of a German bank since the capital increase of Deutsche Bank in September 2010, in which Cleary Gottlieb also represented the issuer.
Oct 19, 2010
Cleary Gottlieb advised Deutsche Bank in its capital increase with gross proceeds of €10.2 billion. Deutsche Bank intends to use the proceeds of the transaction, which was conducted as an offering of subscription rights to Deutsche Bank's existing shareholders, mainly in connection with its public tender offer to the shareholders of Deutsche Postbank, and to further support its capital base. The rights offering was conducted as a public offering in Germany and the United States, and the rights traded on the Frankfurt and New York stock exchanges. Deutsche Bank's rights offering is the largest share issue in Germany since the capital increase conducted by Deutsche Telekom in 2000, in which Cleary Gottlieb also represented the issuer.
Sep 20, 2011
Cleary Gottlieb is advising the Otto Wolff Group in the sale of its stake in Crossgate AG to software company SAP AG. The transaction was announced on September 20 and is subject to approval by the antitrust authorities.
The Otto Wolff Group is a holding structure for the businesses of the deceased Otto Wolff von Amerongen, who was one of the best known entrepreneurs in Germany and a pioneer in the development of German-Russian economic relationships, as well as an advisor to German Chancellor Konrad Adenauer. Today, one of the activities of the Otto Wolff Group is to invest in various start-up companies such as Crossgate AG.
Crossgate AG is a business-to-business networking provider with headquarters in Munich. It helps more than 40,000 business partners across multiple industries to securely exchange important documents and data.
SAP AG is market leader in enterprise application software with more than 172,000 customers worldwide. It is headquartered in Walldorf, Germany.
Sep 03, 2010
Cleary Gottlieb represented Goldman Sachs as lender in the further restructuring of the senior and mezzanine financings of an acquisition of properties leased to department store chain Karstadt in 2006. Initially, the transaction comprised financings in an amount of up to €3.6 billion and a sale-and-lease-back of more than 170 properties. The further restructuring which was agreed on September 3 became necessary due to the sale of the insolvent Karstadt Warenhaus GmbH to investor Nicolas Berggruen.
Cleary Gottlieb already advised Goldman Sachs in 2006, 2008 and in February 2010 with respect to the original financing and the following restructurings, respectively.
Cleary Gottlieb's role in the restructuring extended to various aspects of the transaction, including amendments to finance documents and security, changes to intercreditor and syndication arrangements, and lease modifications.
May 04, 2010
Cleary Gottlieb represented the global coordinators and joint lead bookrunners BofA Merrill Lynch, Citi, Deutsche Bank, HSBC Trinkaus and J.P. Morgan and the other underwriters in the offering of 64.9 million new preferred shares of Volkswagen Aktiengesellschaft at an offer price of €65 per share. The new shares were offered to the existing shareholders of the company in a public rights offering in Germany, the United Kingdom, Luxembourg and Switzerland.
The rights offering was preceded by a pre-placement of the new shares in a public offering to retail investors in Germany and a private placement exclusively to institutional investors in Germany and other countries, including to qualified institutional buyers in the United States in reliance on Rule 144A. To facilitate the pre-placement, certain shareholders of Volkswagen Aktiengesellschaft, Qatar Holding Germany GmbH, Porsche Automobil Holding SE, Hannoversche Beteiligungsgesellschaft mit beschränkter Haftung and Porsche Gesellschaft m.b.H., assigned their subscription rights relating to a total of 72.8% of the new shares to the global coordinators. These shares were allocated to the pre-placement investors unconditionally and were delivered to them in an upfront first closing on March 31, 2010. The remaining new shares were allocated to pre-placement investors subject to claw-back and deferred settlement. More than 99% of these claw-back shares were taken up in the rights offering which ended on April 13, 2010. Therefore, only a small number of new shares was delivered to pre-placement investors in a second closing on April 16, 2010. With respect to the remaining claw-back shares, the underwriters exercised their right to claw-back.
Based on publicly available information, the transaction is the largest rights offering of a German listed company outside the financial sector in more than ten years.
The Volkswagen Group with its headquarters in Wolfsburg, Germany, is one of the world’s leading automobile manufacturers and the largest carmaker in Europe. The Group operates 60 production plants in fifteen European countries and a further six countries in the Americas, Asia and Africa with nearly 370,000 employees around the world.
Feb 04, 2010
Cleary Gottlieb acted as counsel to Wendel and Helikos in the €200 million initial public offering of Helikos, a Luxembourg-based Special Purpose Acquisition Company (SPAC) that began trading on the Frankfurt Stock Exchange on February 4.
Helikos is the first SPAC ever listed on the Frankfurt Stock Exchange and is one of only a handful of SPACs to have been listed in Europe and marketed primarily to European investors. The offering was the largest IPO on the Frankfurt Stock Exchange since July 2008.
The principal sponsor of Helikos is Wendel, a prominent family-controlled European listed investment company with over 300 years of history that is the lead shareholder in companies including Saint Gobain, Bureau Veritas and Legrand. The other sponsors of the SPAC are Prof. Dr. Dr. h.c. Hermann Simon, a well-known German management consultant and author of a series of well-known books on “hidden champions” – companies that are leaders in niche markets but not well known to the public – and Roland Lienau, former co-head of German equity capital markets for Deutsche Bank.
Helikos will seek to invest in a non-listed German company valued at between €300 million and €1 billion that it believes is, or has the potential to become, a “hidden champion.” Helikos will have 24 months to complete a business combination, with a possible extension to 30 months if a letter of intent for a business combination is signed within 24 months.
The Helikos structure included a number of innovative features, including a phased vesting schedule for the founding shares purchased by the sponsors. The founding shares will convert to public shares in three installments, the first upon consummation of a business combination, and the second and third when the post business combination share price of the company reaches specified thresholds.
The units were offered to the public in France, Germany and Luxembourg and internationally in private placements including under Rule 144A in the United States.
Deutsche Bank, HSBC Trinkaus & Burkhardt and I-Bankers Securities acted as underwriters for the offering.
Nov 21, 2008
Cleary Gottlieb is representing the German Savings Bank Association (“DSGV”) with respect to back guarantees granted by DSGV and other major German banking associations and financial institutions to the Federal Republic of Germany in connection with a €50 billion rescue package arranged by the German Federal Government and various significant financial institutions for the Hypo Real Estate Group.
In 2007, Cleary Gottlieb advised DSGV on the acquisition of Landesbank Berlin Holding AG (formerly “Bankgesellschaft Berlin”).
Top Two Global Competition Review Elite Firm
Global Competition Review (2011)
#2 in German M&A (Announced, value)
mergermarket, 2011 Rankings
#5 in Germanic M&A (Announced, value)
mergermarket, 2011 Rankings
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010)
German Law Firm of the Year and Antitrust Law Firm of the Year
JUVE (2005 and 2007)
“This integrated team covers a wide range of corporate matters, and comes highly recommended for regulatory advice and M&A transactions for financial institutions. As is to be expected, the firm has considerable international expertise and is regularly involved in large cross-border mandates. ‘A perfect performance: the team is always available and dedicated to getting the deal done.’”
Chambers Europe (2012)
“The firm is considered a leader in international capital markets, and both its debt and equity capital markets teams in Germany ‘are regularly seen on the most significant transactions because of the firm’s incredible international practice.’ … Other areas of strength include acquisition finance, corporate/M&A, restructuring and tax.”
Chambers Global (2011)
“Clients are drawn to the firm for its strong network, endorsing it as ‘a truly international operation with very professional and accessible lawyers.’”
Chambers Global (2010)
“Known for its prowess on the capital markets scene, this firm advises on a range of transactions, including M&A. It is also involved in restructuring work, distressed real estate portfolios and employee share purchase programmes. Sources praise the team's ability to understand the commercial concerns of its clients. They also note the lawyers' responsiveness and the quality of their service.”
Chambers Europe (2010)
“Clients rank this U.S.-based firm among the market leaders for equity work and one went so far as to say: ‘It’s in a league of its own.’ … Clients praise the firm’s ‘outstanding quality of work’ and appreciate its substantial international presence.”
Chambers Global (2009)
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