Bernd Bohr

Capital Markets and Leveraged Finance

• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with a tap offering of an additional €150 million of its 3.000% senior secured (high yield) notes due 2026 to refinance its existing €150 million senior secured floating rate notes due 2024. The additional high yield notes were listed on The International Stock Exchange.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with an aggregate of €75 million of additional facilities, among other things, to fund its proposed investment into a further corrugated board “mega plant”, including (i) a €30 million senior secured facility agreement, which provides for a floating rate term loan facility; (ii) a €30 million senior secured facilities agreement, which provides for two separate €15 million fixed rate term loan facilities, including a facility refinanced by KfW; and (iii) a €15 million senior secured facility agreement, which provides for fixed rate term loan facility refinanced by SIKB.
• Represented the original lenders and the facility agent in connection with a EUR44,000,000 subsidized, amortizing term loan facility for a FTSE 100 company. The facility was refinanced by KfW under an energy efficiency program sponsored by the German Ministry of Economics and Technology.
• Represented the largest eye care devices company in the world in connection with a U.S.$ 3,800,000,000 and EUR350,000,000 multi-currency, multi-borrower syndicated facilities agreement, including a bridge facility, two USD and one EUR term loan facilities and a multi-currency revolving credit facility. The overall financing package, which was put in place in anticipation of its proposed spin-off and NYSE-listing, also involved advising the company in relation to more than a dozen local bilateral facility agreements in various jurisdictions.
• Represented the notes trustee, security agent, paying agent, registrar and transfer agent, in connection with a high yield notes offering by a manufacturer of turbocharger and electric-boosting technologies of €350,000,000 aggregate principal amount of 5.125% senior notes due 2026 as part of the financing for its proposed spin-off from its parent company.
• Represented a US wealth manager, on behalf of one of the funds it manages, in connection with the subscription for $20,000,000 principal amount of secured bonds due 2021 issued by a financial services holding company with holdings across Africa.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with an aggregate of €155 million of additional facilities to fund a portion of its proposed €375 million investment into the establishment of a new paper mill, including (i) an amendment and restatement of one of its existing senior secured facilities agreements, adding an additional €25 million term loan facility refinanced by KfW, (ii) a new €75 million senior secured facilities agreement, including a €45 million term loan facility refinanced by KfW, (iii) a new €25 million senior secured facility agreement in relation to a term loan facility refinanced by KfW and (iv) a new €30 million senior secured facility agreement.
• Represented an NYSE-listed global healthcare company on a €3 billion short-term credit facility to fund a portion of the purchase price for the acquisition of a US public company.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with an offering of €450 million 3.000% senior secured notes due 2026, among other things, to fund the early redemption of its €345 million 5.125% senior secured fixed rate notes due 2022 and the early redemption of €81,061,544 remaining outstanding principal amount of the 8.25%/9.00% PIK toggle notes due 2022 of its parent company. The new high yield notes were listed on The International Stock Exchange, and the transaction also involved the migration of the listing of the issuer’s existing €150 million senior secured floating rate notes due 2024 from the Euro MTF market of the Luxembourg Stock Exchange to The International Stock Exchange.
• Represented an NYSE-listed global healthcare company on a €2.25 billion Eurobond offering. The €750 million 0.500% notes due 2023, the €750 million 1.375% notes due 2030 and the €750 million 1.700% notes due 2038 were listed on the SIX Swiss Exchange.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe on concurrent amendments and restatements of its €50 million super senior revolving credit facility and its two separate PLN 107 million senior secured PLN facilities, the negotiation and entry into a new £70 million senior secured GBP facility and the negotiation and entry into a new €38.5 million senior secured EUR facility.
• Represented a Northern German refinery in connection with its inaugural offering of €250 million 6.375% senior secured notes due 2022 and the listing of the high yield notes on the International Stock Exchange.
• Represented the holding company of a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with a €45 million cash tender offer for a portion of the €125 million 8.25%/9.00% PIK toggle notes due 2022 issued by its Luxembourg finance subsidiary. The transaction represented the first ever tender offer for German law governed high yield notes.
• Represented an NYSE-listed global healthcare company on a €1.85 billion Eurobond offering. The €1.25 billion 0.00% notes due 2021 and the €600 million 0.125% notes due 2027 were listed on the SIX Swiss Exchange.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with an offering of €150 million senior secured floating rate notes due 2024 and the early redemption of €75 million of its senior secured floating rate notes due 2022. The new high yield notes priced with a record low coupon, featured a significantly more flexible covenant package and were listed on the Euro MTF market of the Luxembourg Stock Exchange.
• Represented an NYSE-listed global healthcare company on the $3 billion SEC-registered offering of $1 billion 1.800% Notes due 2020, $1 billion 2.400% Notes due 2022 and $1 billion 3.100% Notes due 2027.
• Represented a private equity firm in connection with a €60 million private placement of 14.5% guaranteed notes due 2020 to fund the acquisition of a European professional football club and related player investments.
• Represented an NYSE-listed global healthcare company on a €1.75 billion Eurobond offering. The €1.25 billion 0.125% notes due 2023 and the €500 million 0.625% notes due 2028 were listed on the SIX Swiss Exchange.
• Represented a leading European tissue producer on its offering of €450 million  3.750% senior secured (high yield) notes due 2024 pursuant to Regulation S and Rule 144A and on the listing of the notes on the Euro MTF market of the Luxembourg Stock Exchange.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with the entry into a second PLN 107 million Senior Secured PLN Facility to fund the establishment of an additional corrugated board production site in Poland. The second PLN Facility benefits from the same covenant package as the parent guarantor’s outstanding high yield bonds, the additional debt incurred under the facility was incurred as ratio debt in accordance with the existing high yield bonds, is secured by the same collateral package and ranks pari passu with the existing high yield bonds.
• Represented an NYSE-listed global healthcare company  on the listing on the regulated market of the London Stock Exchange of €600 million 1.625% notes due 2026.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with the offering of €95 million of 5.125% temporary notes (at an issue price of 105%, for gross proceeds of €99,750,000 plus accrued interest) to be exchanged for €95 million of 5.125% senior secured fixed rate notes due 2022, the entry into a €100 million senior secured high yield bridge facility and the entry into a PLN 107 million Senior Secured PLN Facility to fund the €184 million acquisition of an industrial power plant from EnBW. The extremely complex transaction featured the first ever temporary/additional notes structure and first ever high yield bridge facility under German law.
• Represented an NYSE-listed global healthcare company on an SEC-registered offering of $3 billion of 10-year and 30-year notes.
• Represented the holding company of a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with an offering of €125 million 8.25%/9.00% PIK toggle notes due 2022 by JH-Holding Finance SA, a Luxembourg finance subsidiary. The high yield notes represented the first ever PIK notes governed by German law and were listed on the Euro MTF market of the Luxembourg Stock Exchange.
• Represented a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe in connection with an offering of €250 million of 5.125% senior secured fixed rate notes due 2022 and €150 million senior secured floating rate notes due 2022. The high yield notes were governed by German law and listed on the Euro MTF market of the Luxembourg Stock Exchange.
• Represented a global healthcare company on a €1.2 billion offering of 7-year and 12-year Eurobonds. The bonds were listed on the SIX Swiss Exchange.
• Represented the note trustee and security agent in connection with a high yield notes offering by a leading UK educational publisher of £200 million aggregate principal amount of 6.75% senior secured notes due 2020 and £100 million aggregate principal amount of senior secured floating rate notes due 2020.
• Represented the security agent and the lenders under the senior revolving credit facility in connection with the offer by one of the leading providers of bathroom solutions and products to exchange any an all of its outstanding €275 million 11.75% Senior Secured Notes due 2018 for A-tranche 15.75% Priority PIK Senior Secured Notes due 2018, B-tranche 15.75%/11.75% PIK Toggle Senior Subordinated Secured Notes due 2018 (without option), B-tranche 15.75%/11.75% PIK Toggle Senior Subordinated Secured Notes due 2018 (with option) and C-tranche 17.75%/11.75% Equity Linked PIK Toggle Secured Notes due 2018 and certain equity interests, and the related consent solicitation.
• Represented the underwriters on a €250 million note offering by an internationally active German car leasing company, the approval of the prospectus by the Commission de Surveillance du Secteur Financier under the EU Prospectus Directive and the admission of the notes to the official list of the Luxembourg Stock Exchange for trading on the Luxembourg Stock Exchange’s regulated market.
• Represented an NYSE-listed global healthcare company on an SEC-registered offering of $4 billion of 10-year and 30-year notes.
• Represented a leading European tissue producer on a €52 million tap offering of its senior secured (high yield) notes pursuant to Regulation S and Rule 144A and on the listing of the notes on the Euro MTF market of the Luxembourg Stock Exchange.
• Represented one of the world's largest shipbuilding groups on its inaugural offering of €300 million 3.75% notes due 2018. The notes were admitted to trading on the regulated market of the Luxembourg Stock Exchange.
• Represented a Brazilian sugar producer on a proposed $500 million senior unsecured (high yield) notes offering pursuant to Regulation S and Rule 144A.
• Represented an Indian sugar producer on a proposed $250 million senior unsecured (high yield) notes offering pursuant to Regulation S and Rule 144A with the notes proposed to be listed on the Singapore Stock Exchange.
• Represented a North-West African country on a $750 million offering of 10-year and 30-year notes pursuant to Regulation S and Rule 144A. The notes were admitted to trading on the Luxembourg Stock Exchange’s regulated market and listed on the official list of the Luxembourg Stock Exchange.
• Represented a leading European tissue producer on its inaugural €275 million offering of senior secured (high yield) notes pursuant to Regulation S and Rule 144A and on the listing of the notes on the Euro MTF market of the Luxembourg Stock Exchange.
• Represented a North-West African country on a $1.5 billion offering of 10-year and 30-year notes pursuant to Regulation S and Rule 144A. The notes were admitted to trading on the Luxembourg Stock Exchange’s regulated market and listed on the official list of the Luxembourg Stock Exchange.
• Advised a NYSE-listed global healthcare company on an SEC-registered offering of $2 billion of 10-year and 30-year notes.
• Represented a global investment bank, as arranger, on the structuring and offering of up to $150 million of container certificates and the listing of the certificates on the Euro MTF market of the Luxembourg Stock Exchange. The certificates issued by a Luxembourg securitization company are linked to participation rights issued by a Bermuda company and provide exposure to lease agreements for portfolios of standard maritime shipping containers and other transport equipment.
• Represented the underwriters on a €250 million note offering by an internationally active German car leasing company, the approval of the prospectus by the Commission de Surveillance du Secteur Financier under the EU Prospectus Directive, the admission of the notes to the official list of the Luxembourg Stock Exchange for trading on the Luxembourg Stock Exchange’s regulated market and the passporting of the prospectus into the Federal Republic of Germany and the Republic of Austria.
• Represented the central bank of a North African country in connection with a $500 million note offering pursuant to Regulation S, the approval of the prospectus by the Commission de Surveillance du Secteur Financier under the EU Prospectus Directive and the admission of the notes to the official list of the Luxembourg Stock Exchange for trading on the Luxembourg Stock Exchange’s regulated market.
• Represented an NYSE-listed Russian metals and mining company on the SEC-registered offering by the selling shareholders of 32 million preferred shares for $528 million. The preferred shares were admitted for trading on the Russian Trading Systems (RTS) and the Moscow Interbank Currency Exchange (MICEX).
• Represented a NYSE-listed global healthcare company on the registration pursuant to a registration statement on Form F-4 of 215 million shares with an estimated aggregate offering price of $12.4 billion as merger consideration in connection with its direct merger with an NYSE-listed eye care company, a going-private transaction in accordance with Rule 13e-3.
• Represented a NYSE-listed Dutch insurance company on its SEC-registered offering of €903 million of common shares of Netherlands registry.
• Advised the underwriters on two SEC-registered offerings of $3 billion in senior notes by a global consumer products company.
• Represented a LSE-listed software company on its sale of 12,500,00 shares of common stock of a NASDAQ-listed software company for $224.4 million through an SEC-registered secondary offering.
• Represented a LSE-listed software company on the reduction of its approximately 56% stake in a NASDAQ-listed software company through a combination of two share buy-backs and a $529.4 million SEC-registered secondary offering for a total consideration of approximately $1.5 billion.
• Represented a NYSE-listed Russian metals and mining company on the SEC-registered offering by the selling shareholders of 33,474,400 preferred American Depositary Shares, each representing one half of a preferred share for $251 million and on the listing of the preferred American Depositary Shares on the New York Stock Exchange.
• Advised a NYSE-listed global healthcare company on two separate SEC-registered offerings of $10 billion of notes.
• Advised a NYSE-listed Dutch insurance company on its SEC-registered offering of $500  million of senior notes.
• Advised a NYSE-listed Dutch insurance company on its SEC-registered offering of €1 billion of common shares of Netherlands and New York registry.
• Represented the London branch of a global investment bank in connection with an SEC-registered public offering of 22,252,667 common shares of a NASDAQ-listed broker-dealer owned by the selling shareholder. The investment bank offered and sold the common shares in connection with its hedging transactions under a variable pre-paid forward agreement with the selling shareholder in a transaction valued at approximately $132.4 million. This was a highly complex transaction and the first of its kind.
• Represented  a NYSE-listed Dutch insurance company on its SEC-registered offering of $1.05 billion of perpetual capital securities.
• Advised the underwriters on the HK$2.45 billion IPO of the first hotel REIT in Hong Kong pursuant to Regulation S and Rule 144A.
• Represented a South-East Asian country in connection with an offer to exchange old bonds for $1.2 billion in new global bonds pursuant to Regulation S and Rule 144A.
• Advised the underwriters on a $800 million global securities offering by a South Asian country pursuant to Regulation S.
• Represented an Austrian bank on its €2.92 billion rights offering pursuant to Regulation S and Rule 144A, the largest transaction in the history of the Vienna Stock Exchange.
• Advised the underwriters on the proposed IPO of a South African scaffolding and modular building company - eventual trade sale.
• Advised the underwriters on the €70 million IPO of a European low-cost airline.
• Advised an Austrian bank on its €1.114 billion IPO pursuant to Regulation S and Rule 144A, the largest IPO in Austrian history.
• Represented a German municipality on its $110 million U.S. private placement of senior notes.
• Advised the underwriters on the €535 million rights offering of a German retail company.
• Represented a US investment bank on several SEC-registered offerings of equity and basket-linked medium-term notes under its Medium-Term Note Program.
• Represented a global investment bank in connection with the structuring of a synthetic collateralized debt obligation with a reference pool of U.S. municipal bond obligations.
• Advised two global banks on two multi-billion dollar separate structured repurchase transactions.
• Advised a NYSE-listed IT trade show operator on its SEC-registered offering of $300 million of senior subordinated notes.

Mergers & Acquisitions 

• Represented a Swiss biotech company in connection with the proposed combination with a US biotech company listed on NASDAQ by way of a direct merger under the Swiss Merger Act.
• Represented a leading global dental implant manufacturer in connection with its bid for the dental assets of a large European healthcare company.
• Advised a global healthcare company on the direct merger with an NYSE-listed eye care company for the remaining minority stake it did not already own, for a combination of shares/ADSs and cash with an aggregate value of approximately $12.9 billion.
• Advised a major global medical device company on the proposed acquisition of a European medical device manufacturer.
• Represented a NYSE-listed industrial company on the sale of its homeland security business to a European security company for  $579 million.
• Represented an Abu Dhabi headquartered energy company on the acquisition of a 50% equity stake in the Caribbean power portfolio of a Japanese company.
• Represented a major Russian petroleum company in connection with the proposed acquisition of certain downstream petroleum assets in the United States.
• Represented a Swiss biotech company in connection with the proposed combination with a German biotech company listed on NASDAQ by way of concurrent tender offers in Germany, Switzerland and the US by a newly formed holding company.
• Represented a German chemical company in connection with the proposed acquisition of a US chemical company owned by a number of private equity firms.
• Represented a NYSE-listed industrial company on the divestiture of its patient statement printing and mailing services business.
• Represented a German engineering company on the sale of the assets of a custom medical components business to a US private equity firm.
• Represented  an European private equity firm in connection with the proposed acquisition of a large NYSE-listed US retail company.
  Represented a global healthcare company in connection with its acquisition of a 77% stake in an NYSE-listed eye care company in two stages for $38.7 billion.
• Represented a German construction company on the US aspects of its internal corporate restructuring and the spin-off of two of its divisions into legally separate entities.
• Represented a European foods company in connection with its failed bid in an auction for certain assets relating to the marinades, spices and seasonings business of a global consumer products company; eventually sold to another bidder for $605 million.
• Represented a global healthcare company in connection with the acquisition of the former animal health business of a Japanese healthcare company.
• Represented a global healthcare company in connection with the £305 million recommended cash offer for a UK-based biotech company.
• Represented a major European petroleum company on its failed bid in an auction for several gas stations networks and other downstream assets in three Caribbean countries.

The University of Chicago Law School, Master of Laws

University of Trier, Law School, Juris Doctor

Barreau

• Frankfurt am Main, Germany
• England and Wales
• New York

• Member of AFME’s High Yield Board.
• Member of the High Yield Legal and Regulatory Compliance Committee of AFME’s High Yield Division.