Dr. Karsten Müller-Eising

Of Counsel

Frankfurt + 49.69.9726.3939

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Dr. Karsten Müller-Eising is a distinguished equity capital markets lawyer, who has acted as the lead lawyer on a multitude of completed M&A and equity capital market (ECM) deals for more than 30 years. His practice focuses on mergers and acquisitions, initial public offerings (IPOs), capital raisings, public takeovers, other equity and equity-linked transactions, refinancings, and restructurings. He advises international corporations, investors, and investment banks on capital markets, corporate, and stock corporation law, including corporate governance and regulatory issues. Karsten has a particular knowledge of the life sciences and the financial industries sectors. He also acts a civil law notary primarily on corporate matters.

Recent representative transactions include the representation of the State of Hesse in connection with the a change in the composition of the capital structure of Helaba, strenghtening the equity capital of the bank; the divestment of about 29 million shares in Daimler Truck Holdings by Investment Global; the €52m share capital increase of Amadeus FiRe; and the IPO of capsensixx. Prior to joining Jones Day, Karsten worked on a number of landmark transactions, including the first mandatory convertible bond ever in Germany (Daimler Benz); the listing of DaimlerChrysler after its transatlantic merger; and the split of Depfa into two listed entities, an Irish bank and Aareal Bank. In the course of the financial crisis between 2008 and 2013, he advised the German Ministry of Finance and the SoFFin on a series of transactions stabilizing Commerzbank, Germany's second-largest bank.

Karsten is a member of the German-American Law Association (DAJV) and the Association for Corporate Law (VGR — Gesellschaftsrechtliche Vereinigung).

Experience

  • State of Hesse restructures capital of Landesbank Hessen-Thüringen Girozentrale (Helaba)Jones Day advised the State of Hesse in connection with a change in the composition of the capital structure of Landesbank Hessen-Thüringen Girozentrale (Helaba), strengthening the equity capital of the bank.
  • Spark Networks obtains chapter 15 recognition of first-ever cross-border restructuring under German StaRUGJones Day represented Spark Networks SE in the first-ever cross-border restructuring under the recently enacted German restructuring law ("StaRUG") and chapter 15 of the U.S. Bankruptcy Code involving over $100 million of funded debt issued by a U.S.-based credit fund and guaranteed by other German and U.S. entities.
  • Amadeus FiRe completes buyback tender offerJones Day advised Amadeus FiRe AG in connection with a public fixed price share buyback tender offer to its shareholders for acquiring own shares; the company, a German specialized personnel service provider, is listed on the Frankfurt Stock Exchange (Prime Standard).
  • Investment Global divests shares in Daimler TruckJones Day represented Investment Global Co., Limited, a portfolio company of Beijing Auto Group, a backbone enterprise in China's automobile industry, in connection with the sale of approximately 29 million shares in Daimler Truck Holding AG, one of the world’s leading truck manufacturers (FRA:DTG) in a combination of brokerage and derivative transactions.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • Rejuvenate acquires entire business operations of cell transplants manufacturer co.don AktiengesellschaftJones Day advised Rejuvenate GmbH, a subsidiary of ReLive Biotechnologies, in connection with the acquisition of the business operations of co.don Aktiengesellschaft ("CO.DON") (including all shares in its Dutch, UK and Swiss subsidiaries).
  • ProSiebenSat.1 sells moebel.de to XXXLutzJones Day advised ProSiebenSat.1 Media SE in the sale by subsidiary NuCom Group, in which General Atlantic also holds a stake, of moebel.de Einrichten & Wohnen AG to XXXLutz Group.
  • Leading automotive components and systems supplier obtains $100 million senior secured term loan facilityJones Day represented a leading automotive components and systems supplier in connection with a $100 million senior secured term loan facility.
  • SAP forms strategic partnership with Dediq for financial services industriesJones Day advised SAP in the formation of SAP Fioneer, a joint venture with the Munich based investor DEDIQ GmbH whereby SAP contributed its Financial Services and Insurance Services business and DEDIQ will invest more than €500 million.
  • Ophthalmic lens manufacturer completes €375 million IPO by Mister Spex SE and €50 million cornerstone investment in Mister SpexJones Day advised an ophthalmic lens manufacturer as existing shareholder in the initial public offering (IPO) by Mister Spex SE, a leading digitally native omni-channel retail optical brand focusing on both online and offline retail channels for eyewear located in Berlin, Germany, and in the €50 million cornerstone investment in Mister Spex in the course of the IPO.
  • EPH completes US$163 million public offering of shares, private placement of shares, and listing of new equity shares on SIX Swiss ExchangeJones Day advised EPH European Property Holdings Ltd., as German counsel, in connection with a US$163 million public offering of shares in Switzerland, private placement of shares to international investors, and the subsequent listing of the new shares on SIX Swiss Exchange, the Swiss regulated market.
  • Orocobre raises A$156 million by way of placement and share purchase planJones Day advised Orocobre Limited, a dual ASX and TSX-listed lithium chemicals producer, on a A$156 million capital raising by way of a fully underwritten placement to institutional investors of A$126 million and non-underwritten share purchase plan to shareholders in Australia and New Zealand of up to A$30 million.
  • Amadeus FiRe AG completes €52 million share capital increaseJones Day advised Amadeus FiRe AG, a leading personnel service company, in connection with the €52 million share capital increase for refinancing the acquisition of Comcave Holding GmbH.
  • Amadeus FiRe AG acquires COMCAVE Holding GmbH, Dortmund for €200 millionJones Day advised Amadeus FiRe AG, Frankfurt, on the €200 million acquisition of 100% of the shares in the retraining specialist COMCAVE Holding GmbH, Dortmund.
  • Exporo makes market entry into NetherlandsJones Day advised Exporo AG, a German FinTech company specializing in crowd-investments and blockchain-based real estate (re)financings, as regards Dutch and German law in connection with Exporo's initial offering of a token-based bond issue in the Netherlands and establishing its real estate investment business in the Netherlands.
  • Panalpina and DSV join forces by way of CHF 4.6 billion (US$4.6 billion) public exchange of stockJones Day advised Panalpina Welttransport (Holding) AG, Basel, Switzerland, one of the world's leading freight forwarders, with respect to German, EU, and U.S. securities law aspects and foreign direct investment filings in connection with the combination with DSV A/S, Hedhusene, Denmark, by way of a CHF 4.6 billion (US$4.6 billion) public exchange offer of DSV to all Panalpina shareholders to tender their Panalpina shares (listed at SIX Swiss Exchange) against DSV shares (listed at NASDAQ Copenhagen).
  • Exporo AG continues to expand in AustriaJones Day advised Exporo AG, as Austrian and German securities counsel, in connection with its continued expansion in the Austrian market.
  • Trafigura acquires majority stake in Nyrstar operating businessJones Day advised Trafigura Group Pte. Ltd. (“Trafigura”), a market leader in the global commodities industry, in connection with its acquisition of a majority stake in the operating business of Nyrstar, a multi-billion dollar global metals business.
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    November 2023 Commentary

    Adoption of Final Version of European Green Bond Standard: A New Landmark Tool for Sustainable Finance

    September 2023 White Paper

    Who, What, When: The Impact of the EU CSRD on Non-EU Companies

    MARCH 2021 Commentary

    New Exemption to Market Sounding Regime Under the Market Abuse Regulation

    December 2020 Commentary

    European Government Support Schemes: Current State of Play

    June 2020 White Paper

    Financial Government Support Measures Related to COVID-19 for European Corporates

    December 2019 White Paper

    "To Be or Not to Be": Determining When a European Bond is a PRIIP

    May 2019 Alert

    German Profit and Loss Transfer Agreements Face Deadline to Protect Consolidated Tax Treatments

    December 2017 Jones Day Publications

    EuroResource—Deals and Debt | December 2017

    December 2017 Jones Day Publications

    AIM Companies and the Legal Entity Identifier Requirement, European Capital Markets Update

    December 2017 Jones Day Publications

    ESMA Issues Technical Advice on Format and Content of Prospectuses: Focus on Proposed Deletion of Requirement to Include Accountants' or Auditors' Report in Prospectus Presenting Profit Forecast or Estimate, European Capital Markets Update
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    Additional Publications

    • February 2019
      Author, The In-House Lawyer Comparative Guide on Corporate Governance, Germany Jurisdiction

    Additional Speaking Engagements

    • February 11, 2016
      Jones Day Breakfast: The German Securities Trading Act’s new clothes – Market abuse regime and other changes from the law amending financial market regulations due to European legal acts (FimanoG) (Des WpHG’s neue Kleider – Marktmissbrauchsrecht und weitere Änderungen durch das FimanoG)
    • May 4, 2015
      JDialog: How to Cross the Atlantic – U.S./German M&A
    • October 6, 2014
      BioM-Forum: IPO in the US - a reality
    • May 19, 2014
      JDialog: Aktuelles im Übernahme- und Prospektrecht (Recent Developments in German Takeover and Prospectus Law)

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