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Carsten Berrar


Carsten Berrar

Frankfurt +49-69-4272-5200+49-69-4272-5200 +49-69-4272-5210+49-69-4272-5210
[email protected]

Having joined Sullivan & Cromwell in 2000, Dr. Carsten Berrar is managing partner of the Firm's Frankfurt office and co-head of the Firm’s Capital Markets Group.

Ranked as the only “star individual” for German Equity Capital Markets by Chambers Europe (since 2010) and “Top Dealmaker 2019” in M&A by Finance Magazin (2020), Dr. Berrar is one of Germany’s leading lawyers for both capital markets and M&A matters.

His capital markets experience on both the issuer’s and underwriters’ side includes many of the largest and most significant IPOs, rights offerings and listings in Germany within the last two decades. At the same time, Dr. Berrar has advised on many landmark M&A transactions in Germany, thereby in particular shaping the German public M&A market.

Dr. Berrar is also a seasoned corporate and corporate governance advisor who counsels clients on a wide range of topics such as shareholder meetings, transformational transactions (e.g. spin-offs/subsidiary IPOs) and post-transaction corporate measures, which has seen him recognized as one of the leading corporate lawyers in Germany by JUVE Magazin.

This combination of a multidisciplinary transactional practice and a leading advisory role make Dr. Berrar one of the key senior business law advisors in Germany.

Recent Equity Capital Markets (ECM) transactions:
From 2019 to 2021, Dr. Berrar has advised:

  • 468 SPAC I on its €300 million private placement and listing on the Frankfurt Stock Exchange
  • AUTO1 Group on its €1.8 billion IPO and listing on the Frankfurt Stock Exchange
  • Pre-IPO shareholders on their €400 million secondary placement of AUTO1 shares
  • Brockhaus Capital Management on its €115 million IPO and listing on the Frankfurt Stock Exchange
  • Delivery Hero on (i) its €1.25 billion ABO, (ii) its convertible bond offering by way of an ABO with an aggregate value of €1.5 billion and (iii) its ABO and convertible bond offering with an aggregate value of €2.3 billion
  • Global Fashion Group on (i) its €375 million convertible bonds offering, (ii) its c. €120 million private placement by way of an ABO and (iii) its €198 million IPO and listing on the Frankfurt Stock Exchang
  • HelloFresh on its convertible bond offering with an aggregate principal amount of €175 million
  • home24 on its €46.4 million ABO
  • Instone on its €172.4 million rights offering
  • Jumia Technologies on (i) its $348.6 million “at the market” offering, (ii) its $231.4 million “at the market” offering and (iii) its $196 million SEC-registered IPO and NYSE listin
  • Lakestar SPAC I on its €275 million private placement and listing on the Frankfurt Stock Exchange
  • OboTech Acquisition (SPAC) on its €200 million private placement and listing on the Frankfurt Stock Exchange
  • Pacifico Renewables Yield on its listing on the open market of the Dusseldorf Stock Exchange
  • PharmaSGP on it €127 million IPO; Germany’s first Prime Standard IPO of 2020
  • Rocket Internet in (i) its delisting and (ii) its public share re-purchase offer alongside United Internet
  • Rocket Internet Growth Opportunities, a SPAC formed by Rocket Internet, on its $250 million SEC-registered IPO and NYSE listing
  • the underwriters on RWE’s €2 billion capital increase and private placement of new shares
  • Tio Tech A, a SPAC formed by Dominik Richter of HelloFresh, in its $300 million SEC-registered IPO and Nasdaq Capital Market listing
  • TLG IMMOBILIEN on (i) a public self-tender offer for up to 4% of TLG’s share capital and (ii) a €1.2 billion (aggregate) private placement

Further key ECM transactions:
Over the past 10 years alone, Dr. Berrar has led work on countless high-profile ECM transactions, including:
  • The IPOs/listings of Braas Monier; Covestro; Dermapharm; Deutsche Annington/Vonovia; Delivery Hero; Deutsche Pfandbriefbank; DWS Group; Evonik Industries; HelloFresh; home24; innogy; Instone; LEG Immobilien; ProSiebenSat.1 Media; Rocket Internet; RTL Group; Schaeffler; Scout24; Siemens Healthineers; Sixt Leasing; Tele Columbus; TLG IMMOBILIEN; Westwing and Zalando.
  • Advising on rights issues for Continental; Commerzbank, Deutsche Annington/Vonovia; Deutsche Wohnen; Draeger; IVG Immobilien; Sky Deutschland/Premiere; Tele Columbus, among many others.
  • Advising on equity-linked transactions for Bayer; Drillisch; Deutsche Wohnen; KUKA; Rocket Internet and Sky Deutschland among various others.
Recent M&A transactions:
From 2019 to 2021, Dr. Berrar has represented:
  • Apeiron Investment Group in its public delisting and takeover offer for DEAG Deutsche Entertainment
  • Axioma, Inc. in its acquisition by Deutsche Börse AG for $850 million cash and debt free
  • Bayer on Elanco Animal Health’s $7.6 billion acquisition of Bayer’s Animal Health business
  • Covivio in its €1.2 billion voluntary public takeover offer for all shares in Godewind Immobilien
  • Delivery Hero in (i) its $4.0 billion agreement to acquire Woowa Brothers Corp. and (ii) on its €930 million sale of its German food delivery businesses to
  • Deutsche Wohnen on its pending business combination with Vonovia, with a combined market cap of €45 billion  
  • HelloFresh in connection with its U.S. subsidiaries’ agreement to acquire all outstanding equity interests of Factor75, Inc. (including its subsidiaries) for up to $277 million in cash
  • K+S on the sale of its Americas salt business to Stone Canyon Industries for $3.2 billion
  • Lone Star Funds in a real estate deal between Deutsche Wohnen and ISARIA 
  • TLG IMMOBILIEN in its €1.5 billion acquisition of a 15.0% stake in Aroundtown and the subsequent €25 billion business combination

Further key M&A transactions:
Over the past 10 years alone, Dr. Berrar has represented principals on many noteworthy public and private M&A transactions, including:
  • Bayer on its $66 billion acquisition of Monsanto
  • Deutsche Annington/Vonovia on its $10.7 billion exchange offer for GAGFAH
  • Deutsche Wohnen on (i) its successful defense against Vonovia’s unsolicited, hostile, €13 billion takeover bid, (ii) its tender offer for LEG Immobilien, (iiI) its attempted tender offer for conwert Immobilien, (iv) its €3.6 billion tender offer for GSW Immobilien and (v) its €1.2 billion acquisition of companies in the BauBeCon Group
  • Diebold on its $1.9 billion business combination agreement with, and tender offer for, Wincor Nixdorf
  • Drillisch on its €8 billion business combination with United Internet
  • IHO Holding on its acquisition of ATESTEO Group from 3i Group
  • K+S on the (later withdrawn) unsolicited proposed $8.8 billion takeover by Potash
  • Lone Star in connection with its tender offer for ISARIA Wohnbau
  • Morgan Stanley Infrastructure Partners in the takeover of and subsequent delisting of VTG
  • Oaktree on the sale of its 61% in Deutsche Office to Alstria
  • Praxair on its $80 billion merger of equals with Linde
  • Renault on entering into various cooperation agreements, among Daimler, Renault and Nissan
  • Standard Industries on (i) its $2.1 billion tender offer for Braas Monier and (ii) its €1 billion acquisition of Icopal
  • TLG IMMOBILIEN on its public takeover of WCM
  • Uniper in connection with Fortum’s €8 billion tender offer for all of its shares

Rankings and Recognitions
  • “Top Dealmaker 2019”, Finance Magazin 2020, German M&A Ranking
  • “Transatlantic Dealmaker of the Year”, Legal Week (2018)
  • “Outstanding Contribution to the Legal Profession”, Chambers Europe (2017)
  • “Capital Markets MVP”, Law360 (2015)
  • Ranked as the only “Star Individual” for German Equity Capital Markets; continuously ranked for both Capital Markets and M&A since 2010, Chambers Europe and Chambers Global
  • Ranked for Capital Markets, JUVE Handbook (2006 – Present)
  • Ranked for Corporate/M&A, JUVE Handbook (2016 – Present)
  • Listed as a “Leading Lawyer” for Capital Markets, The Legal 500 Germany (2017 – Present) and ranked as the only “Star Attorney”, Legal 500 Deutschland (2016 – Present)
  • Other notable recognitions include: Best Lawyers in Germany, IFLR1000; “Lawyer of the Year”, Best Lawyers' Hessen Capital Markets Law; The Legal 500 EMEA; Who’s Who Legal