Equity Issues and IPOs

Lull follows fireworks

Nobody saw it coming: in 2015, there were more companies venturing onto the German trading floor than there had been in a long time. The Prime Standard registered a total of 19 IPOs. The accumulated proceeds from these issues amounted to more than seven billion euros, the highest since the record year 2007. Among the real heavyweights were Covestro, PBB and Scout24, which all exceeded the billion-euro mark.

This is all the more remarkable considering how different the global IPO trend looked in 2015; the main reason for this was the US market, which is among the world’s largest for equity issues. With its high ratings of US stocks, and the stock exchanges that have been rising since 2009, the market was less buoyant and caused the global volume of issues to sink by a quarter compared to last year, to 180bn euros. For the US, it was the second-weakest IPO year in a decade. At the beginning of the year, the global economic events reached the German stock exchange. A multitude of uncertainties, from the oil price development to the US elections and the threat of Brexit, led to a very volatile market.

Brexit throws a spanner in IPOs

In terms of secondary offerings, there were fewer spectacular developments, and there were issues of every kind. In addition to this, some IPO candidates are just waiting for the right time to step out onto the trading floor – following Brexit, they may be waiting a long time.

Others will find their way onto the stock exchange more or less independently from the economic and political framework, such as E.on spinoff Uniper and the green RWE subsidiary. In these cases, the dates of the IPOs will largely be decided by the progress made by the carve-outs.

Sullivan riding high, midfield in motion

The front-runners in the legal scene, Freshfields Bruckhaus Deringer, Hengeler Mueller and Sullivan & Cromwell, shared the major deals among themselves. The latter stood out above all and, with its rainmaker Dr. Carsten Berrar, has not only long enjoyed an outstanding reputation as an advisor to banks, but recently even became active on the even more highly coveted and challenging issuer side in the majority of transactions.

It is from precisely this development that Allen & Overy profited, securing its spot as a bank advisor in numerous high-profile deals. Nevertheless, the move of long-standing practice head Dr. Oliver Seiler to Latham & Watkins is a bitter blow for Allen & Overy. Even Hengeler had to cope with the loss of a respected partner to a US firm (Kirkland & Ellis). It was primarily White & Case that gained profile in the midfield. This was largely thanks to the arrival of a hands-on young partner in late 2014 and his team from Allen & Overy, who delivered a solid deal flow right off the bat.

Drawing cards begin to weaken

Shearman & Sterling, on the other hand, lost visibility. Apart from its work in the PBB IPO, the ECM practice essentially only provides capital markets advice bordering on other practice groups. Clifford Chance was another firm that had difficulties maintaining the past strength of its market position. Since losing its long-standing practice head to SZA Schilling Zutt & Anschütz last year, CC has set about repositioning itself. The team at Mayrhofer & Partner, on the other hand, may have an easier time growing its business in the future. It joined forces with Pinsent Masons’ Munich office and is visibly benefiting from the network offered by the international firm.

 


 

The firms discussed in this chapter provide advice on equity issues at the German and foreign stock exchanges. The focus of the lawyers’ work is on issuers as well as the underwriting banks. Advice to banks involves documentation, prospectus drafting, advice on disclosure requirements and other regulatory aspects of securities law. Very often, firms advise the same companies on IPOs and secondary offerings that they have previously advised on corporate law.