Equity Issues and IPOs
Dark clouds loom over IPOs
While 2014 was relatively quiet on the IPO front with only eight IPOs on the regulated market in Germany, the first half of 2015 saw five companies step up to the plate. But just as people began to think that things were about to really get going, uncertainty started to creep in. The trigger was above all the drama surrounding Greece, but in the shadows of this European problem, there was a further crisis brewing in Asia.
The initially booming Chinese IPO market ultimately resulted in falling stock exchanges and desperate investors. It became clear that the woeful development in China could have much worse consequences for the rest of the world and the financial markets than the debt crisis in Greece.
Moreover, the German capital market was still waiting for a decision from the Federal Reserve concerning interest rates. For some stock exchange hopefuls, this all came as a bit too much. To begin with, the Berlin real estate company Ado Properties postponed until further notice its IPO that was planned for the end of June, only to then take the plunge in late July. Then in July, three more companies backpedaled. Only the online jewelry specialist Elumeo dared to go through with its plans. But postponed does not necessarily mean canceled. The pipeline, for the second half of the year at least, was full, and included such names as E.on and Bayer.
Group of top dogs in IPO advice remains small…
When it came to top deals, such as the IPOs of Zalando, Tele Columbus and TLG Immobilien and the secondary offering of Commerzbank, it was primarily the frontrunners Sullivan & Cromwell, Freshfields Bruckhaus Deringer and Hengeler Mueller who came out on top. Among the leading firms, however, one lawyer in particular stood out from the crowd: Dr. Carsten Berrar. The young Sullivan & Cromwell partner played a major role in almost all significant transactions. Competitors unanimously tip their hats to him not only for this but also for his specialist expertise.
…but competitors are hot on their heels
However, smaller firms from the Mittelstand also got a look in when it came to prestigious instructions; Noerr, for example, gained ground with the Samwer investment empire through its work on the IPOs of Rocket Internet and Zalando. Hot on the heels of the market leaders is Allen & Overy, and this did not go unnoticed. Although the firm lost a rainmaker to White & Case, it managed to regroup quickly.
Latham & Watkins also attracted attention; the firm’s track record is better than ever and its German ECM team profited from the close ties to the firm's US capital markets practice.
Meanwhile, Hogan Lovells established a remarkable track record in transactions. In addition to smaller deals, its ECM team advised on some high-volume transactions, e.g. Deutsche Telekom's so-called scrip dividend, for which it advised Citigroup for the third consecutive year. In contrast, Cleary Gottlieb Steen & Hamilton did not quite manage to fulfil its potential; the firm advised on some big-ticket transactions, but they were few and far between. Shearman & Sterling also lost ground somewhat when it lost its most important ECM partner to Allen & Overy.
The firms discussed in this chapter provide advice on equity issues at the German and foreign stock exchanges. The focus of lawyers' work is on issuers as well as the underwriting banks. Advice to banks involves documentation, prospectus drafting, advice on disclosure requirements and other regulatory aspects of securities law. Very often, firms advise the same companies on IPOs and secondary offerings that they have previously advised on corporate law.