Deals & Cases
On September 15, 2020, Nestlé Holdings, Inc. successfully completed its issuance of USD 1.15 bn 0.375% Notes due 2024, USD 750 m 0.625% Notes due 2026, USD 1.1 bn 1.000% Notes due 2027 and USD 1 bn 1.250% Notes due 2030 (collectively, the Notes). The Notes are guaranteed by the Nestlé group's Swiss parent company Nestlé S.A. The offering of the Notes was done in reliance on Rule 144A and Regulation S under the U.S. Securities Act.
Homburger advised Nestlé on all Swiss law aspects of the transaction. The Homburger team comprised partners Daniel Daeniker (Corporate | M&A), counsel Lee Saladino (Capital Markets), as well as associate David Borer and junior associate Marc Abplanalp (both Capital Markets). Partner Dieter Grünblatt provided tax advice.
On September 10, 2020, Dufry AG announced that it will convene an extraordinary general meeting to approve an ordinary capital increase for a rights offering targeting gross proceeds of approximately CHF 500 m. The envisaged proceeds are planned to be used to finance the previously announced acquisition of all remaining equity interest in Hudson Ltd. and for general corporate purposes.
In this context, Dufry has secured a CHF 415 m equity investment commitment from funds managed by Advent International Corporation and its affiliates to purchase offered shares not taken up by existing shareholders at a fixed subscription price of CHF 28.50 per share, even if the offer price determined in the bookbuilding procedure is below CHF 28.50. If the offer price so determined is above CHF 28.50, Advent International's commitment is no longer valid and it has no obligation to purchase offered shares.
Homburger acts as counsel to Dufry. The Homburger team was led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associate Daniel Madani (all Capital Markets; Corporate | M&A) as well as partner Richard Stäuber (Competition | Regulatory).
September 3, 2020. A subsidiary of Novartis AG (SIX: NOVN) has sold a production facility located at the Schweizerhalle industrial park to Syngenta Crop Protection AG.
Homburger advised Novartis in this matter. The Homburger team was led by Daniel Häusermann (Corporate | M&A) and included Luca Dal Molin (IP | IT), Stefan Gäumann (Real Estate), Aron Waltuch (Corporate | M&A), Marc Bircher (Employment and Executive Compensation) and Joël Gyger (Tax) as well as junior associate Oriana Schöni (Corporate | M&A). Marcel Dietrich (Real Estate) acted as senior relationship partner.
On August 31, 2020, Swissport International AG (SPI) announced that SPI together with certain other entities of the Swissport group (Swissport) entered into a lock-up agreement for comprehensive restructuring which envisages debt-for-equity swap with approx. EUR 1.9 bn of existing debt converted into equity or extinguished and EUR 500 m in new long-term facility. Swissport also entered into binding documentation for a EUR 300 m super senior interim facility. This additional financing provides Swissport with liquidity to trade through the COVID-19 pandemic and to facilitate the restructuring process. Under the terms of the lock-up agreement, Swissport will shortly be launching an M&A process to run in parallel with other restructuring steps as customary in such situations. The financial restructuring is expected to be completed in late 2020.
Swissport is world's leader in airport ground services and air cargo handling, with 64,000 employees, achieved consolidated operating revenue of EUR 3.13 bn in 2019. At the end of December 2019, Swissport was active at 300 airports in 47 countries on six continents.
Homburger advises SPI in connection with the restructuring as to Swiss law. The Homburger team is led by partners Claude Lambert (Corporate | M&A) and Stefan Kramer (Banking and Finance; Restructuring | Insolvency) and includes senior counsels Ueli Huber (Restructuring | Insolvency) and Georg Naegeli (Litigation; Restructuring | Insolvency), associates Marco Rostetter, Daniel Kuhn, Aron Waltuch and Nina Hagmann (all Corporate | M&A; Restructuring | Insolvency), Miguel Sogo (Litigation; Restructuring | Insolvency) and Simon Bachmann (Litigation) as well as junior associates Lars Göldi (Banking and Finance) and Vincent Croisier (Corporate | M&A).
On August 24, 2020, CENTROTEC SE (ETR: DEV), a German company specializing in energy-efficient building technology listed at the Frankfurt Stock Exchange, announced its entry into a purchase agreement for the acquisition of all shares in Pari Group AG, Steinhausen, Switzerland, at a provisional purchase price of appox. EUR 43 m in the aggregate.
PARI Group AG is the holding company for a group of companies that includes 80% of CS Wismar GmbH, a specialist in the production of solar modules, as well as a comprehensive real estate portfolio with ancillary real estate services. The closing of the transaction is subject to a number of conditions, in particular antitrust clearance by the German Federal Cartel Office. The transaction is expected to close at the beginning of Q4 2020.
Homburger acts as Swiss counsel to CENTROTEC. The Homburger team is led by partner Daniel Hasler (Corporate | M&A) and comprises associates Mario Wälti, Marc Schamaun and junior associate Miriam Oelgarth (all Corporate | M&A).
On August 25, 2020, Credit Suisse announced its plan to merge the business of its wholly-owned subsidiary, Neue Aargauer Bank AG (NAB), with that of Credit Suisse (Switzerland) Ltd., NAB's direct parent company. NAB is a universal bank in the Canton of Aargau and approximately CHF 19 bn of assets under management as well as a mortgage volume of CHF 19.1 bn (as of December 31, 2019).
The Homburger Team is led by partners Dieter Gericke (Corporate | M&A) and Benjamin Leisinger (Banking and Finance). René Bösch (Banking and Finance) acted as Senior Relationship Partner. The team further comprises partners Balz Gross (Employment and Executive Compensation), Dieter Grünblatt (Tax), Luca Dal Molin (IP | IT) as well as associates Daniel Häusermann, Angela Oppliger and Francesco Bernasconi (all Corporate | M&A), Pierina Janett-Seiler (Banking and Finance), Laetitia Fracheboud (Tax) and Simon Bachmann (Employment and Executive Compensation).
On August 19, 2020, Dufry AG (SIX: DUFN) and Hudson Ltd. (NYSE: HUD) announced that they have entered into a definitive agreement pursuant to which Dufry would acquire all the equity interests in Hudson it does not already own for USD 7.70 in cash per share valuing Hudson at an equity value of USD 711 m. Upon completion of the transaction, Hudson will be de-listed from the New York Stock Exchange.
Dufry intends to finance the proposed transaction through an equity capital increase by way of a rights issue upon approval of Dufry's shareholders at an extraordinary general meeting. The transaction has been fully underwritten by a bank consortium.
The transaction will be structured as a merger, whereby Hudson will be merged with a wholly owned, Bermuda-incorporated subsidiary of Dufry. The transaction is expected to close in the fourth quarter of 2020, and is subject to the approval by the shareholders meeting of Hudson, successful completion of the rights offering resulting in net proceeds sufficient to finance the transaction, the requisite lender consent under Dufry's existing multicurrency term and revolving credit facilities, and other customary closing conditions.
Homburger acts as counsel to Dufry. The Homburger team is being led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associates Daniel Madani and Philipp Stiegeler (all Corporate | M&A; Capital Markets), partner Jürg Frick and associates David Borer and Olivier Baum (all Banking and Finance), and partners Dieter Grünblatt and Reto Heuberger and associate Marc Vogelsang (all Tax).
On August 3, 2020, Credit Suisse Group AG (CSG) launched, and on August 11, 2020, CSG successfully completed, the issuance of USD 1.5 bn 5.250 per cent. Perpetual Tier 1 Contingent Write-down Capital Notes (the Notes). The Notes are "high trigger" regulatory capital instruments that are eligible to fulfill CSG's Swiss going concern requirements.
The Notes are governed by Swiss law, and have been provisionally admitted to trading, and application has been made for trading and listing of the Notes, on the SIX Swiss Exchange.
Homburger advised Credit Suisse with respect to all aspects of Swiss law. The Homburger team was led by partner René Bösch and included partner Benjamin Leisinger, counsel Lee Saladino, associate Olivier Baum (all Capital Markets) and partner Dieter Grünblatt (Tax).
On August 12, 2020, Liberty Global plc announced that it plans to acquire 100% of Sunrise Communications Group AG (Sunrise) via an all-cash public tender offer for all publicly held shares of Sunrise, valuing Sunrise's equity at CHF 5.0 bn. Sunrise's board of directors has announced that it has unanimously resolved to recommend the offer. Freenet AG, Sunrise's largest shareholder with 24.4% of the capital, has agreed to tender its shares into the offer. The offer is expected to be launched before end of August, 2020.
Homburger AG is advising Liberty Global on the transaction. The Homburger team is led by partners Daniel Daeniker and Daniel Hasler (Corporate | M&A) and comprises partners Richard Stäuber, Franz Hoffet (both Competition | Regulatory), Stefan Oesterhelt (Tax), Luca Dal Molin and Roman Baechler (both IP | IT), counsel Micha Fankhauser (Corporate | M&A), associates Daniel Häusermann, Karin Mattle, Mirko Stiefel and Stefan Luginbühl (all Corporate | M&A), Yves Bianchi and Jonas Krull (both Competition | Regulatory), David Borer (Banking and Finance), Marc Vogelsang and Raphaël Fellay (both Tax), Kirsten Schmidt (IP | IT), as well as junior associates Cédric Berger, Géraldine Danuser and Daniel Madani (all Corporate | M&A).
On July 24, 2020, UBS Group AG (UBS) completed the annual update of its Senior Debt Programme (the Programme), which provides for the issuance of Swiss-law governed bail-inable (TLAC) bonds. The base prospectus published in connection therewith constitutes the first prospectus of UBS that has been (i) prepared in compliance with the new Swiss prospectus regime established by the Swiss Financial Service Act (the FinSA), and (ii) approved by SIX Exchange Regulation AG in its capacity as a review body under the FinSA. As a result, issuances under the Programme may be publicly offered, and/or admitted to trading on a trading venue, in Switzerland in compliance with the new Swiss prospectus regime established by the FinSA. This year's update also expanded the interest rates specifically contemplated by the Programme to include Swiss Average Rate Overnight (SARON), which is the alternative reference rate to Swiss franc LIBOR.
On July 30, 2020, UBS successfully completed its issuance of (a) USD 1.3 bn principal amount of Fixed Rate/Fixed Rate Senior Notes due July 2024, and (b) USD 1.3 bn principal amount of Fixed Rate/Fixed Rate Senior Notes due January 2027 (collectively, the Notes) under the Programme. The Notes are bail-inable (TLAC) bonds that are eligible to count towards UBS's Swiss gone concern requirement and were also placed in the United States with QIBs in reliance on Rule 144A. The Notes have been provisionally admitted to trading, and application has been made for admission to trading and listing of the Notes, on the SIX Swiss Exchange. The Notes constituted the first securities issued by UBS that will be admitted to trading in Switzerland in compliance with the new Swiss prospectus regime established by the FinSA.
Homburger advised UBS with respect to all regulatory and transactional aspects of Swiss law. The Homburger team was led by partner Benedikt Maurenbrecher (Banking and Finance | Capital Markets) and included counsel Lee Saladino, associate Olivier Baum (both Banking and Finance | Capital Markets), as well as partner Stefan Oesterhelt (Tax).