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Capital Markets

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NOERR_CAPITAL MARKETS

NOERR_CAPITAL MARKETS Equity Capital Markets The equity markets are at the heart of stock market activity. Their indices act as indicators for macroeconomic trends. Due to the dynamics of the capital markets and the continuous changes in the regulatory environment, requirements for market participants are subject to rapid change. Our Equity Capital Markets team is a regular player in these market activities and supports issuers, investors and banks in all kinds of capital market transactions. Being listed on the stock exchange opens doors to further opportunities for funding, such as capital increases or issuing convertible bonds in order to strengthen the company‘s equity basis. In addition, employee stock option plans offer interesting incentive systems for members of executive bodies and employees. Our capital markets specialists work closely with other outstanding international colleagues across the globe. Within our international network we offer you comprehensive advice from one source and are also in a position to advise you on the US-law aspects of all equity capital transactions, including Rule 144A issues under the US Securities Act and offers registered with the US securities regulator SEC. Our equity capital markets advice to issuers, banks and shareholders particularly focuses on: • IPOs on the German stock exchanges (open and regulated markets) as well as foreign exchanges (including New York, London and Shanghai) • Dual listings • Secondary placements of shares through public offers or private placements • Rights issues (also in restructuring situations) • Capital increases in return for contributions in kind (such as share swaps or debt-to-equity swaps) • Capital increases by way of private placements (excluding subscription rights) • Issues of convertible bonds and other equity-linked financing instruments • Share buy-back programmes (on the stock exchange, by public purchase offers or by using derivatives) • Delistings • Ongoing advice on all equity and capital market law matters 10

CAPITAL MARKETS_NOERR Debt Capital Markets The capital markets offer companies a vast range of interesting opportunities for external funding. Our Debt Capital Markets team assists issuers and syndicate banks in the legal implementation of debt issues, ranging from standard issues to complex and innovative solutions. In volatile equity markets, issues of debt capital instruments gain in significance. We advise issuers and banks on a wide range of debt issues, whether bonds, notes, hybrid instruments, registered bonds or derivative financing. The increasing number of bond restructurings also calls for a high level of expertise in the light of conflicting interests and the still relatively young German Bond Act (Schuldverschreibungsgesetz). In the wake of recent defaults by issuers, security structures and other forms of financial obligations (financial covenants) for the benefit of investors have been re-established. Our debt capital markets expertise particularly focuses on: • Corporate bonds (public offers or private placements), including drafting prospectuses and the associated documentation (also in the context of programmes) • High-yield bonds, including in connection with international placements, e.g. in the USA • Notes programmes (EMTNs) • Promissory notes and registered bonds • Restructuring of debt instruments and creditors‘ meetings • Corporate financing by securitisation • Hedging derivatives and other OTC derivatives, including security loans, repos and derivatives regulation Investor protection is the focus of the transaction documentation not only in public issues, but also in private placements. Documentation standards for promissory notes, registered bonds and derivatives are seeing dynamic development. 11

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