Cases
Experience: Equity Capital Markets: Represented Diagnostyka S.A., a leading Polish provider of diagnostic services, on U.S. securities law matters in the initial public offering of the company's shares
the admission of some shares to trading on the regulated market operated by the Warsaw Stock Exchange. The value of the shares sold in the IPO was nearly PLN 1.7 billion, making it one of the largest IPOs in Pol
in recent years.
Represented Benefit Systems S.A. on U.S. securities law matters in the offering of the company's 280,000 Series H new issue shares in an accelerated book building process (ABB).
Represented Dom Maklerski Banku H
lowego S.A. acting as the Global Coordinator on U.S. securities law matters in the sale, through an accelerated bookbuilding process, of Ten Square Games S.A. shares.
Represented Berenberg, Peel Hunt
Panmure Liberum on a 150 million equity capital raise of real estate company Sirius Real Estate Limited, a leading owner
operator of br
ed business parks, industrial complexes
out of town offices in Germany
the UK, listed on the premium segment of main market of the London Stock Exchange
the main board of the Johannesburg Stock Exchange. The fundraise was undertaken by way of an institutional placing, including a Rule 144A offering into the US, a South African placing
a retail offer via the PrimaryBid platform (closed July 2024).
Acted for Nasdaq-listed Selina Hospitality PLC on the initial equity investment of a new strategic investor (June/July 2023)
the issuance of additional shares
warrants to the strategic investor
a group of bondholders as well as an exchange offer of new bonds for outst
ing convertible bonds as part of an out-of-court recapitalization transaction relating to aggregate indebtedness of $300 million (closed January 2024).
Advised Zapp Electric Vehicles, a premium urban electric motorbike/scooter company, on filing its resale registration statement on Form F-1 with the U.S. SEC, following entry into a st
by equity purchase agreement.
Led the team advising Selina Hospitality PLC, a Nasdaq-listed foreign issuer, on the issuance of new convertible bonds to a strategic investor in a private placement in June 2023,
the issuance of new shares, warrants
convertible bonds to a strategic investor
a group of bondholders in an exchange offer for their existing convertible bonds in June 2023
January 2024.
Acted as U.S. securities counsel for Sudzucker AG, a leading company in the sugar, starch
crop protection industries listed on the Frankfurt Stock Exchange, on its public delisting tender offer to the shareholders of its 69%-owned subsidiary CropEnergies AG, a leading European manufacturer of sustainably produced bioethanol for the fuel sector
a producer of food
animal feed products (February 2024).
Represented Goldman Sachs
UBS mBank
PKO BP Biuro Maklerskie,as Joint Bookrunners on STS Holding S.A.'s $1.8 billion IPO on the Warsaw Stock Exchange, including a Rule 144A placement.
Represented Goldman Sachs, Citi, Trigon Dom Maklerski, Numis Securities Limited as a Joint Bookrunner
mBank as a Co-Manager on Grupa Pracuj S.A.'s $1.2 billion IPO on the Warsaw Stock Exchange, including a Rule 144A placement.
Advised the placement agents EarlyBird Capital, Inc.
ABN AMRO on the approx.. $156 million Private Investment in Public Equity (PIPE) investment of shares in connection with the de-SPAC of European Sustainable Growth Acquisition Corp. (NASDAQ: EUSG) with ADS-TEC Energy GmbH, a leader in battery-buffered ultrafast charging technology, for a business combination to form ADS-TEC Energy PLC.
Represented the investment banks on a Rule 144A offering of shares in Celon Pharma S.A. ('Celon Pharma')
the admission of Celon Pharma shares to listing on the Warsaw Stock Exchange. As part of the SPO, Celon Pharma offered 6 million series D shares at a price of PLN 36. The value of the shares sold in the SPO was PLN 216 million. Celon Pharma is an integrated biopharmaceutical company which designs, develops, manufactures
distributes pharmaceutical products.
Advising Luxembourg-based Aroundtown, a real estate company listed in Germany, on U.S. securities law
SEC cross-border tender offer rules in relation to its public tender offer of its shares to shareholders of TLG Immobilien AG, which created Europe's third largest
Germany's largest commercial real estate company.
Acting as U.S. issuer's counsel on the Rule 144A IPO of Brockhaus Capital Management AG, a technology group that acquires high-growth technology companies in German medium-sized companies, on the Prime St
ard of the Frankfurt Stock Exchange.
Acting as issuer's counsel on the proposed EUR 500 million IPO of Velero Immobilien AG on the Prime St
ard of the Frankfurt Stock Exchange.
Represented Ocean Outdoor Limited, a premium digital out of home advertising business, on its admission to the main market of the London Stock Exchange.
Representing UBS
IPOPEMA on a EUR 30 million secondary equity offering of Ryvu Therapeutics, a clinical stage biopharmaceutical company developing novel small molecule therapies that address emerging targets in oncology.
Advising CCC S.A., a company listed on the Warsaw Stock Exchange
the largest shoe manufacturer
retailer in Central Europe
one of the largest shoe manufacturers in Europe, on its primary share offering which raised approximately PLN 500 million ($135 million), including from US investors.
Advised PLDT Inc., the largest telecommunications company in the Philippines (PLDT), on its participation in the share buyback programme of DAX-listed Rocket Internet SE. PLDT's subsidiary PLDT Online Investments Pte Ltd. was an anchor participant in the programme
offered 6.8 million shares to Rocket Internet for a purchase price of 163.2 million Euros.
Represented leading South African insurer Sanlam in its placing of 65.5 million new shares for 5.7 billion r
($490 million) by way of an accelerated bookbuild process to institutional investors. The share offering is intended to help fund Sanlam's joint acquisition of Moroccan company SAHAM Finances, together with its insurance subsidiary Santam Ltd, as part of a plan to become a pan-African insurance group. J.P. Morgan
Deutsche Bank were acting as joint global coordinators
joint bookrunners.
Advised AlzChem AG, a vertically integrated specialty chemicals producer with leading positions in selected niche markets, on its proposed IPO on the Regulated Market (Prime St
ard) of the Frankfurt Stock Exchange including a Rule 144A offering, which was postponed in February 2017.
Advised Numis Securities on the 200m IPO of Luceco plc on the main market of the London Stock Exchange, including a U.S. private placement.
Represented Alior Bank on its PLN 2.2bn rights offering on the Warsaw Stock Exchange to finance the acquisition of BPH's core banking business from GE in June 2016, including a Rule 144A offering, the largest public offering on the WSE since 2013.
Represented the German Pfleiderer Group on its re-IPO on the Warsaw Stock Exchange, including a Rule 144A offering of selling shareholder shares
new shares, which involved a complex corporate reorganization
high yield note consent solicitation.
Advised German Probiodrug AG, a biotech company listed on the Euronext Amsterdam, on two share capital increases, including Rule 144A offerings.
Advised on numerous high profile German, Austrian
Swiss Rule 144A rights offerings involving, for example, the following issuers: Conergy AG, Erste Bank, Lufthansa, Munich Re, EFG International, HVB, Deutsche Telekom, KarstadtQuelle, as well as IPOs, including Tipp24
SRTechnics (sold in a trade sale).
Provided UK
U.S. advice to an Italian financial investment company
its Luxembourg subsidiaries as selling shareholders on the sale of part of the majority of their stake in a Polish bank, the largest IPO on the Warsaw Stock Exchange in 2012
the largest IPO of a bank in Europe in 2012.
Acted for a large Singapore listed Chinese shipbuilding enterprise on its issuance of 330,000,000 warrants under English law.
Advised the majority shareholder of a Russian construction group in a secondary sale of approx. 125 million aggregate amount of global depositary receipts (GDRs) by way of block trade.
Advised a Saudi telecom company in connection with its $80 million IPO on the Tadawul (Saudi Stock Exchange).
Advised a Dutch holding company with operating subsidiaries in Bulgaria
Romania, a leading consumer electronics wholesale
retail group, in connection with its proposed IPO
listings on the Bulgarian
Romanian stock exchanges
listing of GDRs on the LSE.
Debt Capital Markets: Advised Momentive Performance Materials, Inc. in its Rule 144A/Reg. S offering of $700 million Senior Unsecured Guaranteed Notes, listed on the Singapore Exchange (October 2025). BNP Paribas, Citigroup,
Mizuho acted as joint lead managers for the offering. Momentive is a premier global high-performance silicones
specialties company
is one of the world's largest producers of silicones
silicone derivatives.
Acted as international counsel to Vivion Investments S.a r.l. on a 505 million offering of 5.625% senior secured notes due 2030
the concurrent issuance of 252.5 million of undated subordinated hybrid notes with a first reset date in 2031 with a fixed coupon of 8.125% until the first reset date. Citigroup
Goldman Sachs International acted a as Joint Active Bookrunners,
BofA Securities as Bookrunner for the senior secured note offering. For the placement of the hybrid notes, Vivion was assisted by Citigroup as Global Coordinator
Structuring Advisor,
Goldman Sachs International as Joint Bookrunner.
Represented BNP Paribas Hong Kong in connection with Korea Railroad Corporation's issuance of $400 million Notes due 2028, under its $2 billion Medium Term Note Program.
Represented Citigroup Global Markets Limited in connection with Korea L
& Housing Corporation's issuance of $500 million Notes due 2027, under its $5 billion Global Medium Term Note Program.
Represented Hanwha Futureproof Corp. in connection with its issuance of $400 million Senior Unsecured Guaranteed Notes due 2028.
Acted for the Joint Lead Managers on the $1 billion 5% Guaranteed Senior Unsecured Note offering of Kraton Corporation, a leading global sustainable specialty chemicals company, pursuant to Rule 144A
Regulation S.
Led the team advising Selina Hospitality PLC on the complex liability management transaction involving a group of U.S. bondholders relating to an outst
ing aggregate principal amount of $147 million of convertible high yield bonds
exchange for new high yield senior secured Rule 144A notes
negotiation of high yield covenant package
also advised Selina on a new $40 million private convertible bond issuance to a new strategic investor governed by English law.
Acted as U.S.
English legal counsel for several large U.S.
international insurance companies on the purchase of an aggregate of $800 million of Notes issued by the U.S. subsidiary of a large European food retailer, in its inaugural U.S. private placement of Notes
on the 500 million of Notes issued by its English subsidiary on its inaugural English law private placement of an aggregate of 500 million of Notes, as well as follow on offerings of $1 billion in Notes in 2024.
Represented Nomad Foods Limited, the largest frozen food company in Europe, on a Rule 144A offering by its wholly-owned subsidiary Nomad Foods Bondco plc of EUR 750 million aggregate principal amount of 2.50% senior secured notes due 2028 in June 2021, listed on the Luxembourg Stock Exchange, as well as a tap issuance of EUR 50 million aggregate principal amount of additional notes in July 2021.
Represented HSBC, as sole lead manager, in a Reg. S offering of $130 million 0.774% notes due 2024 by Korea L
& Housing Corporation (LH) under its $5 billion Global Medium Term Note Program.
Acted as U.S.
English legal counsel to a Nasdaq-listed UK PLC in relation to a proposed $50-million investment by a new strategic investor, including the issuance of a series of convertible notes, as well as a proposed PIPE investment.
Acted as U.S.
English legal counsel on a U.S. private placement as counsel to more than a dozen large U.S.
international insurance companies on the purchase of an aggregate of $800 million of Notes issued by a large German private group, in its inaugural U.S. private placement of Notes
on the 500 million of Notes issued by the UK-subsidiary of the same group on its inaugural English law private placement of an aggregate of 500 million of Notes (August/September 2022).
Acting as issuer's counsel on the establishment of a $5 billion global covered bond program for Korean bank KEB Hana Bank, governed by English law
backed by a cover pool comprising Korean mortgage loans as well as on the issuance of a EUR 500 million debut covered bond in January 2021.
Acting as counsel to the investors on a $200 million U.S. private placement of Notes by a UK industrial company in July 2020.
Acted for more than a dozen large US
international insurance companies on the purchase of an aggregate of $670 million of Senior Secured Notes issued by a global ports terminal operator, in its inaugural U.S. private placement of Notes.
Acted for Citigroup International
Raiffeisenbank International AG on the $500 million debut issuance of 7.125% notes of the Republic of Tajikistan.
Acted for Nomad Foods Limited, the NYSE-listed parent company of the Birds Eye, Iglo
Findus companies, on a EUR 400 million offering of senior secured notes listed on the Luxembourg Stock Exchange, with Deutsche Bank, Credit Suisse Europe, Goldman Sachs International
UBS Limited acting as global coordinators.
Acted for more than a dozen large U.S.
international insurance companies on the purchase of an aggregate of $400 million of Notes issued by a UK manufacturing company in its inaugural U.S. private placement of Notes.
Represented the global coordinators on the inaugural issuance of the $1 billion public sector Pf
briefe (covered bonds) from a German public sector bank in October 2012, the first time a German bank issued a covered bond to U.S. institutional investors pursuant to Rule 144A in almost 10 years.
Acted for the global coordinators on the second Rule 144A covered bond offering of a German public sector bank in October 2013.
Acted for the financial advisor in connection with the restructuring of the high yield Notes governed by New York law issued by a Polish industrial company, involving a scheme of arrangement
issuance of new high yield notes (2013).
Represented a U.S. insurance company on the purchase of GBP 100,000,000 of Floating Rate Perpetual Preferred Callable Securities issued by a UK based privately held insurance company, structured to comply with the FSA's General Prudential Rules for Upper Tier 2 securities of insurers
the requirements for Tier 2 securities under the EU's Solvency II Directive.
Represented a Dutch real estate investment company in connection with the U.S. financing of the purchase
lease-back of Royal Philips Electronics' high tech campus funded through a $450 million U.S. private placement in the form of Credit-Tenant Lease Notes.
Represented the global coordinators on the inaugural SEC registered debt offering of an aggregate of $750 million of notes of a global Swiss agribusiness.
Advised one of the largest Russian tube manufacturing companies in connection with a $412,500,000 convertible bond offering.
Acted as counsel to the arrangers
dealers in connection with a global Rule 144A MTN program
subsequent $2 billion global bond offering by a Kazakhstan commercial bank.
Advised a large security systems company on debt tender offers
consent solicitations for all of its Luxembourg-listed bonds in an aggregate U.S. dollar equivalent principal amount of approximately $1.9 billion, issued under its Euro Medium Term Note Program. The tender offers
consent solicitations were conducted in connection with its separation into three independent, publicly traded companies.
Mergers & Acquisitions: Advising Luxembourg-based Aroundtown, a real estate company listed in Germany, on U.S. securities law
SEC cross-border tender offer rules in relation to its public tender offer of its shares to shareholders of TLG Immobilien AG, which created Europe's third largest
Germany's largest commercial real estate company.
Advised sovereign wealth fund on investment in UK infrastructure company by way of investment in a fund.
Advised sovereign wealth fund on investment in UK utility as part of a proposed consortium of investors.
Advised sovereign wealth fund in connection with a pre-IPO investment in an infrastructure company via a joint venture vehicle with international investment bank.
Advised a large U.S. telecommunications company on $80 billion joint venture in the U.S. telecommunications sector.
Advised on U.S. aspects of several English law governed M&A transactions (including U.S. acquisitions, U.S. cross-border tender offer
securities rules).
Finance Transactions
Restructurings: Advised the Swiss subsidiary of a global financial services firm that went into bankruptcy on a range of matters, including equity derivatives
coordinating advice on U.S. bankruptcy
litigation matters.
Advised Luxembourg subsidiary of global bank in connection with investigations in relation to Luxembourg listed funds that used Bernard Madoff Investments Securities LLC as a sub-custodian.
Represented private equity fund with respect to a proposed mezzanine loan in connection with a 130 million re-financing. Work included negotiation of the senior
mezzanine term sheets
inter-creditor agreement with the sponsor
senior lender.
Advised sovereign wealth fund in connection with acquisitions of loan portfolios
negotiation of intercreditor arrangements.
Advised two listed Israeli companies on purchase of three blocks of loans from an international investment bank. The loans were backed by 30 income-producing properties in Germany
Switzerl
.
The above representations were h
led by Ms. Fischer-Appelt prior to her joining Greenberg Traurig, LLP.
Fellowships: Research Fellow, Harvard Law School, 1996-1997
International Law Studies, University of Geneva, 1991-1992
