CC, Cleary gear up for e4.5bn Volkswagen capital raising

Clifford Chance and Cleary Gottlieb Steen & Hamilton have secured prize roles on one of Europe’s biggest capital ­raisings of recent times – Volkswagen’s e4.5bn (£3.9bn) rights issue.

Frankfurt capital markets partner Markus Pfüller led the deal for Clifford Chance, advising the German car manufacturer. Capital markets partner Sebastian Maerker and corporate partner and chief relationship partner for Volkswagen Wolfgang Richter also ­featured on the magic ­circle firm’s team in Germany.

The new share offer was made available across all German stock exchanges, as well as those in London, Luxembourg and Switzerland. Clifford Chance also fielded London capital markets partner Adrian Cartwright and managing partner of the Luxembourg office Christian Kremer.

Cleary capital markets partner Gabriele Apfelbacher led on the transaction for the five banks named as global arrangers – Deutsche Bank, JPMorgan, Bank of America Merrill Lynch, HSBC and Citi.

The US firm’s team also featured capital markets counsel Manuel Metzner and partner Ward Greenberg, who advised on US law, as well as tax partner Daniel Weyde and London finance partner Raj Panasar.

Dexia was the arranger for the listing in Luxembourg, while Credit Suisse filled the role for the Swiss part of the transaction. On the Swiss listing, local firms Bär & Karrer and Homburger advised on the ­company and bank side respectively.

The unusual structure of the deal saw the new shares issued in two settlements, with the first offered to new institutional ­shareholders and the ­second to existing investors, ­contrary to ­traditional rights issues.

Maerker said: “It was a very important deal, not only for Volkswagen, but also because it’s one of the largest in Europe and an innovative one too.”
The structure is similar to last year’s e2.3bn capital raising by Heidelberg-Cement, which consisted of a private placement to qualified institutional investors before a public rights issue of new shares.

Cleary, again led by Apfelbacher, advised the joint bookrunners Deutsche Bank, Morgan Stanley and BNP Paribas on the ­transaction.

Volkswagen’s capital-­raising exercise is ­understood to be providing funding for last year’s tie-up with ­fellow German car manufacturer Porsche.

Clifford Chance’s Richter again advised Volkswagen on the merger, alongside corporate partner Johannes Perlitt.

Porsche turned to Freshfields Bruckhaus Deringer and Hengeler Mueller on the deal.