Mr. Czerniecki has a long track record of advising on landmark capital markets transactions in Germany.
In the years prior to the entry into force of the EU Prospective Directive, he advised on numerous SEC-registered IPOs, rights offerings and listings of German issuers, transactionswhich helped to shape the modern German capital markets. He led the S&C team advising on the first IPO prospectus to be approved in Germany under the Prospectus Directive and, since then, has advised on dozens of offerings under this regime.
Today, Mr. Czerniecki’s capital markets practice is focused on IPOs, rights offerings, and investment grade, hybrid and high-yield debt offerings by non-U.S. issuers. Since 2000, he has advised on 20 of the top 25 IPOs and some of the most significant rights offerings in Germany as well as on numerous IPOs and rights offerings in France, Switzerland and Austria. Mr. Czerniecki continues to advise on SEC-registered offerings of both debt and equity. His standing as a leading capital markets lawyer has been recognized by various key legal directories over the years, including Chambers Europe, Chambers Global, JUVE and IFLR1000 to name a few.
Mr. Czerniecki also advises on mergers and acquisitions, including cross border tender offers and going private transactions.
In addition to his transactional practice, Mr. Czerniecki advises SEC registrants on U.S. securities and corporate governance requirements and investment banking clients on securities trading matters.
SELECTED REPRESENTATIONSRecent Equity Capital Markets (ECM) transactions:
From 2019 to 2021, Mr. Czerniecki’s ECM experience has included advising:
- ABOUT YOU on its €842 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
- 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
- home24 on its €46.4 million ABO
- Instone on its €172.4 million rights offering
- Global Fashion Group on its €198 million IPO and listing on the Frankfurt Stock Exchange
- 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 listing
- Majorel on its €759 million private placement and listing on Euronext Amsterdam
- medmix, a subsidiary of Sulzer AG, on the spin-off of Sulzer’s Applicator Systems division and the new entity’s CHF 315 million IPO and listing on SIX Swiss Exchange
- PharmaSGP on its €127 million IPO; Germany’s first Prime Standard IPO of 2020
- Rocket Internet Growth Opportunities, a SPAC formed by Rocket Internet, on its $250 million SEC-registered IPO and NYSE listing
- 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 its €222 million ABO
Further key ECM transactions:
In addition to these recent transactions, over the last 10 years alone, Mr. Czerniecki’s experience has included numerous other high-profile ECM transactions, such as:
- IPOs/listings: Covestro; Dermapharm; Deutsche Annington/Vonovia; Delivery Hero; DWS Group; Elis; Evonik Industries; GazTransport & Technigaz; HelloFresh; home24; innogy; Instone; LabCo (withdrawn); Landis+Gyr; LEG Immobilien; Novaled (SEC-registered, withdrawn); OFFICEFIRST Immobilien; ProSiebenSat.1 Media; Rocket Internet; Schaeffler; Scout24; Sensirion; Siemens Healthineers; Sixt Leasing; Tarkett; Tele Columbus; TLG Immobilien; Westwing; windeln.de and Zalando.
- Rights issues: Altran; AXA; Bayer; BUWOG; Deutsche Annington/Vonovia; Deutsche Wohnen; Draeger; EDF, IVG Immobilien; PAION; TLG Immobilien and Q-Cells.
- Private placements/block trades/ABOs: Eurazeo’s sale of shares of Accor, Elis, Europcar and Moncler; Hellman & Friedman’s sale of its remaining interest in GTT; Hypo Real Estate’s sale of Deutsche Pfandbriefbank shares; Oaktree’s sale of alstria REIT shares; ProSiebenSat.1 Media’s $600 million issuance of new shares by way of an ABO; Rocket Internet’s sale of shares of Hellofresh; Schaeffler’s placement of new and existing non-voting common shares and Siemens’ sale of Osram shares
Recent Debt Capital Markets (DCM) transactions:
From 2019 to 2021, Mr. Czerniecki’s DCM experience has included advising:
- Deutsche Telekom on its tender offer for two series of $ denominated fixed rate notes, on the original placement of which he had also advised
- the underwriters on Deutsche Telekom’s $1.25 billion Rule 144A/Reg S offering of fixed rate notes
- numerous Schedule B issuers, including Council of Europe Development Bank, FMS Wertmanagement, KfW and Rentenbank on their SEC-registered debt shelf programs
Further key DCM transactions:
In addition, Mr. Czerniecki’s extensive DCM experience includes advising:
- Bayer in connection with the financing of its acquisition of Monsanto, which included (i) €4 billion Rule 144A/Reg S offering of mandatory convertible bonds, (ii) a €5 billion Regulation S offering of € denominated notes and (iii) a $7 billion Rule 144A placement of $-denominated notes
- Council of Europe Development Bank and FMS Wertmanagement on the establishment of their SEC-registered Schedule B debt shelf programs
- Daimler on numerous Rule 144A debt offerings
- the underwriters on Deutsche Telekom’s (i) $1.75 billion Rule 144A/Reg S offerings of fixed rate notes and on numerous other SEC-registered and Rule 144A debt offerings
- EDF on (i) a €1.25 billion hybrid note offering, (ii) a $3.75 billion Rule 144A fixed rate bond offering and (iii) on multiple Rule 144A offerings of senior notes and hybrid securities
- Swisscom on its inaugural issuance of ISE-listed Eurobonds through Lunar Funding, an independent Irish repackaging vehicle
- Tele Columbus on a €650 million high yield bond offering
- TOTAL on multiple SEC-registered debt offerings
On the M&A side, Mr. Czerniecki’s recent experience includes advising:
- TLG IMMOBILIEN (i) on its €1.5 billion acquisition of a 15.0% stake in Aroundtown and the subsequent business combination and (ii) on its public takeover of WCM
- Deutsche Annington/Vonovia on (i) its $10.7 billion exchange offer for GAGFAH and (ii) its €2.25 billion rights offering
- Deutsche Wohnen on (i) its tender offer for LEG Immobilien and (ii) its €3.6 billion public takeover of GSW Immobilien
- Lakestar SPAC I in its €1.2 billion (equity value) merger with HomeToGo, the first German De-SPAC deal of its kind
- Oaktree on the sale of its 61% in Deutsche Office to Alstria
- Standard Industries on its $2.1 billion tender offer for Braas Monier
Rankings and Recognitions
- Continuously ranked for Capital Markets, Chambers Europe and Chambers Global
- Recognized by IFLR1000
- Recognized by the JUVE Handbook
- Ranked by Who’s Who Legal