Corporate / M&A

Capital Markets

Financing and Investment Products

Regulatory

Dufry_bw

On July 11, 2022, Dufry AG (SIX: DUFN) announced to have reached an agreement with Edizione S.p.A. to join forces with Autogrill S.p.A. (XMIL: AGL) to create a new, integrated global Travel Experience player. The combined entity will serve over 2.3 bn passengers across all continents in around 5,500 outlets at around 1,200 airport and other locations.
Edizione S.p.A., through a wholly owned subsidiary, will transfer its entire stake of 50.3% in Autogrill to Dufry. As consideration therefor, Dufry will issue notes to Edizione mandatorily convertible into an aggregate of 30,663,329 newly issued Dufry shares, at an implied exchange ratio of 0.158 new Dufry shares for each Autogrill share. The closing of the transfer is subject to regulatory approvals, the approval by Dufry’s shareholders at the extraordinary general meeting, as well as other conditions. Following closing of the transfer, Dufry will launch a mandatory tender offer for the remaining Autogrill shares.
Edizione will ultimately become Dufry&#8217;s largest shareholder; the parties will enter into a long-term relationship agreement.
Homburger acts as transaction counsel to Dufry. The Homburger team comprises partner Andreas Müller, partner Frank Gerhard, lead associate Carlo Sulser, associates Oliver Kneubühl and Stefan Luginbühl, and junior associates Thomas Leu and Matthias Müller (all Corporate / M&amp;A; Capital Markets), counsel Eduard De Zordi and associate Olivier Baum (both Financing and Investment Products / Capital Markets), partners Dieter Grünblatt and Reto Heuberger (both Tax), and partner Mariella Orelli (Regulatory).

Homburger advises Dufry on the strategic combination with Autogrill

Financial Market Regulation

On June 15, 2022, UBS Group AG successfully completed its issuance of USD 1 bn in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due June 2027 and USD 1 bn in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due June 2030 under its Senior Debt Programme. The Notes are bail-inable (TLAC) bonds that are eligible to count towards UBS Group AG&#8217;s Swiss gone concern requirement.
The Notes are governed by Swiss law and have been provisionally admitted to trading on the SIX Swiss Exchange.
Homburger advised UBS Group AG with respect to all regulatory and transactional aspects of Swiss law. The Homburger team was led by partner Benedikt Maurenbrecher (Financial Market Regulation / Capital Markets) and included partner Stefan Kramer (Financial Market Regulation / Capital Markets), counsel Lee Saladino and associate Olivier Baum (both Capital Markets), as well as partner Stefan Oesterhelt (Tax).

Homburger advised UBS Group AG on its issuance of USD 2 bn Callable Senior Notes under its Senior Debt Programme

Credit Suisse

On June 16, 2022, Credit Suisse Group AG (CSG) priced the issuance of USD 1.65 bn 9.750 per cent. Perpetual Tier 1 Contingent Write-down Capital Notes (the Notes). The Notes are «high trigger» regulatory capital instruments that are eligible to fulfill CSG&#8217;s Swiss going concern requirements.
The Notes are governed by Swiss law. Application will be made for definitive admission to trading and listing of the Notes on the SIX Swiss Exchange. The Notes are expected to be issued on, and provisionally admitted to trading on the SIX Swiss Exchange from June 23, 2022.
Homburger advises Credit Suisse with respect to all aspects of Swiss law. The Homburger team was co-led by partner Benjamin Leisinger and counsel Lee Saladino (both Capital Markets) and included partner Dieter Grünblatt (Tax) as well as associates Andrea Ziswiler and Olivier Baum and paralegal Yulia Shaburnykova (all Capital Markets).

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Baum

Homburger advises Dufry on the strategic combination with Autogrill

Homburger advised UBS Group AG on its issuance of USD 2 bn Callable Senior Notes under its Senior Debt Programme

Homburger advises Credit Suisse Group AG on its issuance of USD 1.65 bn 9.750 per cent. Perpetual Tier 1 Contingent Write-down Capital Notes

Legitimation zur Anhebung von Verantwortlichkeitsklagen gegen Organe einer liquidierten und im Handelsregister gelöschten Gesellschaft

Kapitalband und bedingtes Kapital im Entwurf zur Aktienrechtsrevision - Zwei Spieler derselben Mannschaft?

Aktienrechtliche Verfahren: Klagemöglichkeiten und Klagerisiken

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Homburger advises Dufry on the strategic combination with Autogrill

Homburger advised UBS Group AG on its issuance of USD 2 bn Callable Senior Notes under its Senior Debt Programme

Homburger advises Credit Suisse Group AG on its issuance of USD 1.65 bn 9.750 per cent. Perpetual Tier 1 Contingent Write-down Capital Notes

Legitimation zur Anhebung von Verantwortlichkeitsklagen gegen Organe einer liquidierten und im Handelsregister gelöschten Gesellschaft

Kapitalband und bedingtes Kapital im Entwurf zur Aktienrechtsrevision - Zwei Spieler derselben Mannschaft?

Aktienrechtliche Verfahren: Klagemöglichkeiten und Klagerisiken

Join the Team

Olivier Baum

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Bar Registration

Teams

Olivier
Baum