Deals & Cases
On December 7, 2018, LafargeHolcim Helvetia Finance Ltd issued CHF 200 m Subordinated Fixed Rate Resettable Notes (the Notes), guaranteed on a subordinated basis by LafargeHolcim Ltd. While the Notes are governed by English law, the guarantee thereof is governed by Swiss law. The Notes are perpetual instruments without a scheduled maturity date, designed to qualify as equity capital from an accounting perspective and as equity credit for rating purposes. The Notes have been admitted to trading and will be listed on the SIX Swiss Exchange.
Homburger advised LafargeHolcim with respect to all Swiss law aspects of the transaction. The Homburger team was led by partner Daniel Daeniker (Corporate | M&A and Capital Markets) and included partner Stefan Oesterhelt (Tax), counsel Lee Saladino and associate Andreas Josuran (both Capital Markets).
On November 28, 2018, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of SGD 700 m 5.875 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG. The Notes are "high trigger" regulatory capital instruments that are eligible to fulfill UBS Group AG's Swiss going concern requirements.
The Notes feature a full contractual write-down if (among other events) UBS Group AG's consolidated common equity tier 1 capital falls below 7 per cent. of its consolidated risk weighted assets (a so-called "Trigger Event"). This means that, in the case of the occurrence of a Trigger Event, the Notes will be fully written-down prior to, or at the latest concurrently with, UBS Group AG's other outstanding (high-trigger and low-trigger) regulatory capital write-down instruments. Since the Notes are eligible to fulfill Swiss going concern requirements, they also qualify for an exemption from the Swiss withholding tax that would normally be applicable to bonds directly issued by the Swiss-domiciled Issuer. The Notes are traded on the SIX Swiss Exchange.
Homburger advised UBS with respect to all regulatory and transactional aspects of Swiss law. The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associate Andrea Ziswiler (both Banking and Finance | Capital Markets).
On November 13, 2018, Amun AG, a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully registered its issuance program for the issuance of Exchange Traded Products on the SIX Swiss Exchange.
The underlying assets for any product issued under the program may be comprised of eligible cryptocurrencies such as Bitcoin (BTC), Ethereum Ether (ETH), Bitcoin Cash (BCH), Ripple (XRP), Litecoin (LTC), Stellar Lumens (XLM) and EOS (EOS) or indices of these cryptocurrencies.
Each product issued under the program has its own, specified pool of crypto assets serving as collateral. The crypto assets are purchased on the open market or in direct purchases from designated primary sources of liquidity, including reputable authorized exchange and held by or on behalf of Amun (through an independent custodian).
On November 20, 2018, Amun successfully issued its first Series of cryptocurrency-linked ETP (Ticker: HODL). These products are linked to the performance of the "Amun Crypto Basket Index (HODL5)", an index that tracks the performance of the top 5 eligible cryptocurrencies. First trading day on the SIX Swiss Exchange was on November 22, 2018.
Homburger advised Amun with respect to all aspects of Swiss law. The Homburger team was led by partners Benjamin Leisinger and Daniel Haeberli (both Capital Markets) and comprised partner Stefan Oesterhelt (Tax), as well as associate Dorian Gasser (Banking and Finance) and paralegals Susanne Leisinger (Corporate | M&A) and Ganna Goncharova (Banking and Finance).
On November 19, 2018, Clariant AG (SIX: CLN) announced that it has agreed to sell Infrapark Baselland AG, Muttenz, and its business operations on the Schweizerhalle site near Basel, Switzerland, to GETEC, a Germany-based group of energy service providers and operator of industrial parks. In addition, GETEC is acquiring infrastructure facilities and service operations of Novartis (SIX: NOVN) at the same site. The sale, which is expected to close at the end of 2018, aims to pave the way for a new, integrated industrial park at Schweizerhalle, which is one of the largest industrial sites in Switzerland, for the chemical and life-science industries.
Homburger advises Clariant on all legal and tax matters of the transaction. The Homburger team is led by partner Frank Gerhard (Corporate | M&A) and comprises partner Reto Heuberger (Tax), counsel Andreas Burger (Competition | Regulatory), associates Daniel Häusermann (Corporate | M&A), Irène Suter-Sieber (Employment Law and Executive Compensation), Jeremy Reichlin (IP | IT) and Marc Vogelsang (Tax), junior associates Fabrice Eckert and Florence Jaeger (Corporate | M&A), and paralegals Maria Braun and Nora Mena.
On November 19, 2018, ARYZTA AG (the Company), a SIX Swiss Exchange listed leading provider of business-to-business frozen bakery solutions with a secondary listing on the Irish Stock Exchange, announced the successful closing of a fully underwritten rights offering to strengthen its capital base and to regain the necessary strategic and financial flexibility. The rights offering related to 900,184,940 new registered shares with a nominal value of CHF 0.02, issued from an ordinary capital increase as approved by the Company's shareholders at the Company's annual shareholders' meeting on November 1, 2018. The first trading day of the newly issued registered shares is November 19, 2018. The expected net proceeds from the rights offering amount to ca. CHF 900 m.
Homburger has acted as lead counsel to the Company in the structuring and execution of the capital increase and the offering. The Homburger team was led by partners Benedikt Maurenbrecher (Banking and Finance | Capital Markets | Restructuring | Insolvency), Claude Lambert (Corporate | M&A) and Benjamin Leisinger (Capital Markets) and included senior counsel Ueli Huber (Restructuring | Insolvency), counsel Eduard De Zordi (Banking and Finance), associates Mario Wälti and Nina Hagmann (both Corporate | M&A) as well as junior associates Livia Kappeler and Kristof Reber (both Banking and Finance). Partner Stefan Oesterhelt (Tax) provided tax advice.
On November 9, 2018, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of JPY 150 bn aggregate principal amount of bail-inable (TLAC) notes under its Senior Debt Programme. The issuance consisted of two tranches, JPY 130 bn 0.719 per cent. Fixed Rate | Floating Rate Senior Notes due 2024 and JPY 20 bn 0.973 per cent. Fixed Rate | Floating Rate Senior Notes due 2028 (collectively, the Notes), each tranche being guaranteed by UBS Group AG. The Notes will be listed on both the SIX Swiss Exchange and the Tokyo Pro-Bond Market.
As with UBS's previously issued bail-inable (TLAC) notes, the Notes contain contractual mechanics to (i) bring the Notes into the jurisdiction of the resolution powers of FINMA should restructuring proceedings be opened with respect to UBS Group AG, so that FINMA may exercise its statutory resolution powers to write-down the Notes and | or convert them into equity of UBS Group AG (i.e., an automatic issuer substitution feature), and (ii) safeguard the recognition of the exercise of such resolution powers by FINMA.
Structural subordination enables FINMA to fully or partially convert or write-down the Notes prior to the operating liabilities of the bank UBS AG. Because the Issuer is currently being used by UBS Group AG to issue notes qualifying as either bail-in bonds or additional tier 1 capital under the (Swiss) Capital Adequacy Ordinance, the Issuer has been declared a "relevant group company" pursuant to art. 2bis of the Swiss Banking Act. This means that FINMA will be able to exercise its statutory resolution powers with respect to the Issuer as well as UBS Group AG, allowing FINMA to take a comprehensive approach in a resolution scenario.
Homburger advised UBS in the structuring of the transaction and on all regulatory and transactional aspects as to Swiss law of the offer, the issuance of the Notes and the listing on the SIX Swiss Exchange.
The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax) as well as counsel Lee Saladino and associates Andreas Josuran and Andrea Ziswiler (all Banking and Finance | Capital Markets).
On October 30, 2018, Renaissance Re Holdings Ltd (RenaissanceRe) (NYSE:RNR) announced that it has entered into a stock purchase agreement with Tokio Marine Holdings, Inc. (Tokio Marine) in order to acquire Tokio Marine's reinsurance platform, which includes Tokio Millennium Re AG and Tokio Millennium Re (UK) Limited (collectively TMR) for USD 1.5 bn subject to unchanged closing tangible book value. Completion of the transaction is expected to take place during the first half of 2019 and is subject to the satisfaction of customary conditions and regulatory as well as antitrust approvals.
RenaissanceRe, through its subsidiaries, provides property casualty and specialty reinsurance and certain insurance solutions. RenaissanceRe has offices in Bermuda, Ireland, Singapore, Switzerland, the United Kingdom and the United States and employs approximately 380 people worldwide with consolidated gross premiums written in 2017 of USD 2.7 bn.
Tokio Marine is a multi-national insurance company employing approximately 36,000 people in 38 countries.
Homburger acts as Swiss counsel to RenaissanceRe. The Homburger team is led by partner Heinz Schärer (Corporate | M&A, Insurance) and includes partner Hansjürg Appenzeller (Corporate | M&A, Banking and Finance, Insurance), associates Kevin M. Hubacher (Corporate | M&A, Insurance) and Daniel Kuhn (Corporate | M&A) as well as junior associates Luca Baltensperger and Isabel Guth (both Corporate | M&A).
Willkie Farr & Gallagher LLP acts as US counsel to RenaissanceRe.
Following its issuance of CHF 400 m bonds in July 2018 (CHF 110 m 2y tranche and CHF 290 m 5y tranche), Sulzer again tapped the Swiss franc capital markets on October 22, 2018 with its issuance of CHF 460 m bonds (CHF 210 m 3y tranche and CHF 250 m 6y tranche).
Credit Suisse AG acted as lead manager in the first issuance and was joined by Raiffeisen Schweiz and Zürcher Kantonalbank in the second issuance. The bonds are traded on the SIX Swiss Exchange.
Homburger acted as counsel to Sulzer AG. The Homburger team consisted of partners Claude Lambert (Corporate | M&A and Capital Markets) and René Bösch (Capital Markets) as well as associates Andreas Josuran (Capital Markets) and Andreas Müller (Corporate | M&A and Capital Markets).
On October 18, 2018, Zur Rose Group AG (SIX:ROSE), Europe's leading e-commerce pharmacy, announced that it is acquiring the e-commerce activities of Germany's third-largest online pharmacy, medpex. The transaction is subject to regulatory clearances. Zur Rose Group plans to finance the transaction via a rights offering of approx. CHF 200 m, which is fully underwritten by a bank syndicate.
Homburger acts as Swiss law counsel to Zur Rose Group in the M&A transaction and as issuer counsel in the financing. The Homburger team is led by partner Daniel Hasler (Corporate | M&A) and comprises partners Daniel Daeniker (Corporate | M&A) and Dieter Grünblatt (Tax), associates Daniel Häusermann and Lorenzo Togni (both Corporate | M&A), Valentin Fluor (IP | IT), Manuel Dubach (Tax), as well as junior associates Fabrice Eckert and Luca Baltensperger (both Corporate | M&A). Georg Rauber (IP | IT) advises on the transactions as client relationship partner.
In July 2018, Canada Pension Plan Investment Board (CPPIB) and Silicon Valley-based growth equity firm TCV signed an agreement to acquire a stake in Sportradar at an enterprise value of EUR 2.1 bn (~USD 2.4 bn) from private equity firm EQT and certain minority shareholders.
Headquartered in St. Gallen, Switzerland, Sportradar is the global leader in the provision of sports data. The company provides leagues, news media, consumer platforms and sports betting operators with sports data. It is an official partner of the NBA, NFL, NHL and NASCAR, as well as FIFA and UEFA, and the trusted partner of more than 1,000 companies in over 80 countries.
The transaction including the financing was closed and completed, respectively, in early October 2018. Founder, majority shareholder and CEO Carsten Koerl retained his entire ownership position in Sportradar. EQT reinvested a portion of its sale proceeds into Sportradar.
Homburger acted as Swiss transaction counsel to CPPIB and TCV and advised on the related financing. The Homburger team advising CPPIB and TCV was led by partner Heinz Schärer (Corporate | M&A) and included partners David Oser (Corporate | M&A), Reto Heuberger (Tax) and Georg Rauber (IP | IT), associates Stefan Blunschi (Corporate | M&A), Katrina Frame, Thomas Spörri (both IP | IT) and Marc Vogelsang (Tax) as well as junior associates Isabel Guth, Florence Jaeger (both Corporate | M&A) and Nicola Mohler (IP | IT). The Homburger team advising on the related financing was led by partner Jürg Frick and included associate Stefan Bindschedler (both Banking and Finance).
Linklaters LLP, Frankfurt a.M., acted as international transaction counsel to CPPIB and TCV.