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Max Birke

Partner

Max Birke

Partner
Frankfurt +49-69-4272-5200+49-69-4272-5200 +49-69-4272-5210+49-69-4272-5210
[email protected]
Dr. Max Birke joined Sullivan & Cromwell in 2004 and became a partner of the Firm in January 2011. He is a member of the Firm’s German Law Practice Group with a wide range of experience advising in financing and capital markets matters, as well as in M&A and real estate transactions.

SELECTED REPRESENTATIONS

Financing and Restructuring
  • Morgan Stanley Infrastructure Partners in connection with the acquisition financing for the voluntary tender offer for all outstanding shares of VTG Aktiengesellschaft (pending)
  • The Underwriters to Tele Columbus AG in their €650 million senior secured notes offering, and the concurrent amendment and consent process with respect to TeleColumbus’ facilities agreement (2018)
  • Coreo AG on the issuance of bonds with warrants (2017)
  • Tinicum (AMI Doduco) in an amendment of its $150 million precious metals consignment agreement (2017)
  • Deutsche Wohnen AG in connection with a bridge loan financing and other related financings linked to the expansion of its portfolio (2017); and in the establishment of a commercial paper program and several private bond placements (2017)
  • Goldman Sachs and Caspian in the debt restructuring of A.T.U in connection with its sale to Mobivia (ongoing)
  • Diebold, Incorporated on the financing of its acquisition of Wincor Nixdorf (2016)
  • HelloFresh on the working capital facility with Rabobank and on a shareholder financing from Rocket Internet (2016)
  • Goldman Sachs International, J.P. Morgan Securities plc and BNP Paribas, as arrangers and original lenders, in connection with the following transactions relation to the €1.255 billion senior facility agreement for TeleColumbus: on the financing of Tele Columbus Group’s acquisition of PrimaCom Holding GmbH and pepcom GmbH (2015); refinancing of a second lien facility by issuing an additional senior term facility in the amount of €1.255 billion; and an amendment of the senior facility agreement resulting in an extension of the term and repricing (2016); representing Goldman Sachs as arranger in an amendment, repricing the term loan facility and stripping the financial covenants (2017)
  • Deutsche Annington on the financing of its acquisition of GAGFAH (2015)
  • Deutsche Wohnen AG on the financing (by means of a bridge facility) of its attempted voluntary public tender offer to acquire all outstanding conwert Immobilien Invest SE’s shares and convertible bonds (2015)
  • the lenders in the refinancing of Tele Columbus AG in connection with its IPO (2015)
  • ZF Friedrichshafen AG on the financing of the acquisition of TRW (2014)
  • Morgan Stanley and other lenders in a revolving credit facility agreement for Zalando (2014)
  • Goldman Sachs Investment Partners and Babson on the restructuring of the A.T.U Group (2014)
  • Goldman Sachs Real Estate on the financing of the acquisition of a Dutch commercial real estate portfolio (2013)
  • Deutsche Wohnen in connection with the financing of its acquisition of the BauBeCon Group (2012) and several other financings
  • LEG in various financings and refinancings since 2008
  • the Whitehall Funds and their portfolio companies on various acquisition and other financing and restructuring matters in Germany
  • Goldman Sachs International and Deutsche Bank on the refinancing of the Honsel Group and on a subsequent add-on acquisition financing (both in 2007) as well as Deutsche Bank on the Honsel debt restructuring (2009) and on the insolvency proceedings over the assets of Honsel AG (2011)
  • the Rhône Funds on the financing of the acquisitions of Evonik’s Carbon Black business (2011) and of the LWB Refractories Group (2006-2007)
  • Mainova and the Integra/KOM9 consortium on the financing of the acquisition of E.ON subsidiary Thüga (2009)
Capital Markets
  • Bayer in the placement of € denominated notes in an aggregate amount of €5 billion, and of US $ denominated notes in an aggregate amount of US$15 billion to refinance the financing of Bayer’s acquisition of Monsanto (2018)
  • TLG Immobilien AG on its €400 million inaugural unsecured bond offering (2017)
  • LEG Immobilien AG in their €500 million inaugural bond issuance (2017)
  • LEG Immobilien AG in their €400 convertible bonds offering (2017)
  • Deutsche Annington Immobilien SE’s perpetual hybrid offering of €1 billion undated subordinated bonds (2015)
  • Deutsche Wohnen’s €500 million inaugural unsecured bond offering (2015)
  • TLG Immobilien AG on its initial public offering (2014)
  • Deutsche Annington Immobilien SE on its initial public offering (2014)
  • LEG Immobilien AG on its initial public offering (2013)
  • the representation of the underwriters on the initial public offering of Hamburger Hafen und Logistik AG (2007)
  • the underwriters on the initial public offerings of CropEnergies AG and Smartrac N.V. (both in 2006)
  • the underwriters on a rights offering of Südzucker AG (2005)
  • Premiere AG on its initial public offering (2005)
M&A
  • Canada Pension Plan Investment Board in its potential transactions with Enbridge Inc. and its related entities (Enbridge) to acquire 49% of Enbridge’s interests in select North American onshore renewable power assets, as well as 49% of Enbridge’s interests in two German offshore wind projects (Hohe See, and related expansion), for approximately C$1.75 billion (pending)
  • Whitehall on the sale of their stake in a residential real estate portfolio to their joint venture partner (2013)
  • Cerberus and Whitehall on their sale of Harpen Immobilien (2012)
  • the Rhône Funds on their acquisition of Evonik’s Carbon Black business (2011)
  • Mainova and the Integra/KOM9 consortium on the acquisition (including acquisition financing) of E.ON subsidiary Thüga (2009)
  • the sale by funds managed by Rhône of their investment in the LWB Refractories Group (2008)
  • the abandoned bid by Neptune Orient Lines for German shipping company Hapag Lloyd (2008)