Noerr advises Heckler & Koch on rights issue with debt-to-equity swap

A team from our firm headed by partners Michael Brellochs, Julian Schulze De la Cruz and Laurenz Wieneke has advised H&K AG on a capital increase against contributions in cash and contributions in kind with subscription rights for the company’s shareholders.

As part of the capital increase, which required a prospectus to be published, 7,841,864 new shares were issued at a subscription price of €13.40 per share. Two of the company’s major shareholders contributed shareholder loans with a total nominal value of €95.0 million (excluding accrued interest) by way of a capital increase against contributions in kind. The remaining shareholders had the opportunity to subscribe for new shares against cash contribution in the rights offering in proportion to their existing shareholding and at the same subscription price as the two major shareholders. The overall subscription rate for all new shares offered came to 99.3 per cent. The new shares were included in the existing quotations on Euronext Access Paris.

The gross issue proceeds from the capital increase (without contributions in kind) amount to €10.1 million. The company intends to use the net proceeds to make investments in production facilities and infrastructure at its site in Oberndorf am Neckar, Germany.

Noerr provided H&K AG with a wide range of legal advice during the transaction, especially on the corporate and capital markets law structuring, drafting of the securities prospectus, the agreements with the major shareholders and the implementation of the capital increase.

Advisors to H&K AG: Noerr Partnerschaftsgesellschaft mbB

Lead: Michael Brellochs (partner, Munich), Julian Schulze De la Cruz (partner, Frankfurt), Laurenz Wieneke (partner, Frankfurt)

Corporate and Capital Markets Law
Philip Schmoll (associated partner, Frankfurt), Timm Gaßner (senior associate, Munich), Jens Michael Göb, Thomas Thies (senior associates, Frankfurt), Patrick Ernst, Christian Ehrlich (associates, Munich), Cara Kleine Jäger (associate, Frankfurt)

International Trade and Investment Controls
Bärbel Sachs (partner, Berlin), Max Helleberg (senior associate, Berlin)

Corporate and Financial Litigation
Philipp Göz (partner, Munich)