Recent Transactions - Bonn & Schmitt
Recent Transactions - Bonn & Schmitt
Recent Transactions - Bonn & Schmitt

Recent Transactions

We have advised:

ArcelorMittal Luxembourg S.A.
Purchase of 26,01% of the shares of Enovos International S.A. by Axa Infrastructure Fund III SCA SICAR; entering into a Luxembourg law governed share purchase agreement with ArcelorMittal Luxembourg, the seller; entering into a share pledge agreement with ArcelorMittal Luxembourg to secure the obligations of the parties.

Mittal Steel in their takeover of Arcelor and subsequent two-step (cross border) merger resulting in ArcelorMittal (IFLR Deal of the Year 2008).

China Exim Bank, the Chinese Development Bank and Intesa Sanpaolo (Italy) in their joint venture with regard to the establishment and maintenance of a risk capital investment company (SICAR) for investment in small and medium sized European companies wishing to speed up their growth prospects in China and Chinese companies interested in accessing the European markets.

Claas AG
Bonn & Schmitt helped to set up the securitisation vehicle and acted on behalf of Claas AG, the initiator of the structure.

Deutsche Bank AG in its role as sole bookrunner and manager of the special purpose acquisition vehicle (“SPAC”) Helikos S.E. for the offering of EUR 250,000,000 Units and listing on the Frankfurt Stock Exchange (IFLR Deal of the Year 2010).

Dexia Banque Internationale à Luxembourg SA, in connection with its 2009 US $ 6,000,000,000 multi-currency Euro-Commercial Paper Programme.

Even Group and MCT in setting up real estate structures aiming at German market varying from EUR 100 million to EUR 800 million.

Equistone Partners Europe Limited
Acquisition by Equistone Funds of Sunrise Medical Group through European based investment holding structure consisting of double tier Luxembourg HoldCo and BidCo. Bonn & Schmitt has acted as legal counsel of Equistone Funds in relation to the establishment of Luxembourg investment structure in order to facilitate the potential investment in Sunrise Medical Group in a tax efficient manner.

Finmeccanica Finance S.A.
We have acted as the Issuer's Luxembourg counsel in connection with the update of the Euro Medium Term Note Programme for the issuance of up to EUR 3,800,000,000 in aggregate principal amount of notes.

Freshfields Bruckhaus Deringer LLP
Application to the CSSF to admit on the regulated market of the Luxembourg Stock Exchange € 500,000,000 4.25% senior notes due 2019 issued by Fresenius Finance BV and guaranteed by Fresenius SE & Co KgaA as Parent Guarantor and Fresenius Kabi AG and Fresenius ProServe GmbH acting as Subsidiaries Guarantors.
Bonn & Schmitt acted as legal counsel of the Issuer and was in charge of : (i) reviewing the prospectus, in particular the tax section; (ii) preparing the cross reference checklist for the CSSF; (iii) liaising with the CSSF through the whole process of the prospectus approval; (iv) advising the client on the procedure applicable in Luxembourg; (v) issuing a tax opinion to the banks.

Mediobanca set up a structured notes programme for the insurance company Generali. A Luxembourg SPV has been incorporated which issued EUR 50,000,000 Notes due 21 December 2021 to Generali and acquired for this amount underlying assets. The Notes were subsequently admitted to the official list of the L.S.E. and trading on the Euro MTF.
Bonn & Schmitt acted as Luxembourg counsel in respect of the issuance of the Notes and the admission of the Notes to the official list of the L.S.E. and trading of the Notes on the Euro MTF.

On the reorganisation of the Generali Group and in particular regarding the merger of the management companies (EUR21 billion AUM) in Luxembourg rationalising the management of its foreign products and to creating a centre of excellence in Europe.

Grainger Deutschland GmbH
Together with MH Resi Venture I SARL the client, Grainger FRM, currently owning a ca. 3,000 unit German rented residential portfolio, established a Luxembourg JVCo as a joint venture with a commercial participation of MH Resi Venture I SARL of 75% and of Grainger FRM of 25% in the portfolio.
Bonn & Schmitt has acted as legal counsel of Grainger FRM in relation to the establishment of Luxembourg JVCo and further transactions of JVCo.

Intesa Sanpaolo in a transaction for the sale of its securities services business to the US financial services company State Street Corporation, a leading global provider in serving institutional investors, for a consideration of about EUR1,750 million.

Even Group and MCT in setting up real estate structures aiming at German market varying from EUR 100 million to EUR 800 million.

Rakuten Inc.
Restructuring of the Pan-European e-commerce activity of the Rakuten Group around Luxembourg entities responsible for the online delivery of digital content and the processing of costumer payments and market place sellers' accounts.<br
Bonn & Schmitt acted as a legal counsel to the Rakuten Inc. Group for the restructuring of the Group and the establishment of an electronic money institution.

SAF-Holland SA
Capital increase of client by approximately 10% via a capital increase against cash contribution by issuing 4,123,737 new bearer shares, all of them subscribed by Commerzbank acting as underwriter.
Bonn & Schmitt has acted as legal counsel of SAF-Holland S.A. in relation to the capital increase

SAF-Holland SA
Refinancing of the client by a new credit facilities agreement and issue of a prime standard corporate bond.
Bonn & Schmitt has acted as legal counsel of SAF-Holland S.A. in relation to Luxembourg legal matters of a credit facilities agreement and the issue of a corporate bond.

SAF-Holland SA (listed on the Frankfurt Stock Exchange) pertaining to their subsequent public offering in 2011 (EUR 140,000,000) and a debt restructuring in the amount of EUR 300,000,000.

SEAT Pagine Cialle S.p.A.
Bonn & Schmitt advised a committee of holders of €1.3 billion 8% subordinated notes due 2014 issued by Lighthouse International Company S.A. and guaranteed on a subordinated basis by SEAT Pagine Gialle S.p.A., a publicly listed Italian directories business, in connection with its financial restructuring, in the areas of Luxembourg corporate, capital market and insolvency laws.

Qatar Airways
Exit from 35% of the sharecapital of Cargolux SA.

Qatar Airways in purchasing a stake in Cargolux in 2011, grounding their industrial partnership.

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