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Daniel Baierlein is a local partner in the Firm's Capital Markets group in Frankfurt.
Daniel has extensive experience in advising financial institutions and investors on a variety of capital markets transactions providing solutions to regulatory requirements and aiming to improve prudential ratios (risk weighted assets, liquidity requirements, leverage ratios). Daniel regularly advises clients on bank regulatory matters and the impact of changes to the regulatory requirements and resolution framework (Basel, CRR, CRD IV, SSM, BRRD, SRM).
His product range includes structured finance transactions for capital relief or funding purposes, including secured interbank loan structures for FX liquidity purposes, credit risk mitigation tools and NPL transactions. Daniel regularly advises issuers and arrangers on increases of own funds or other regulatory capital instruments (CET 1, AT1, Tier 2, MREL, TLAC). His expertise encompasses regular true sale and synthetic securitisations of various asset classes (e.g. mortgage loan transactions, project finance loans and other bank assets).
A significant part of his practice involves advising clients on hybrid structures between capital markets and bank lending transactions (unregulated covered bond, secured bond transactions, asset based lending).
Daniel Baierlein was seconded to a major German bank in 2009 and to the Firm’s Capital Markets group in London in 2012.
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, CET 1, 2014
Representation of DZ BANK AG as issuer’s counsel on its €1.5 billion rights issue of common equity tier 1 instruments (CET 1) constituting one of the largest capital increases of a German bank.
Deutsche Bank and HSBC, CET 1, 2011
Advising Deutsche Bank and HSBC as Lead Arrangers on Aareal Bank AG's capital increase in the amount of approx. €270 million.
Advised NORD/LB on a EUR 10.1 billion credit portfolio transaction with a reference portfolio of approx. 4,300 loans containing renewable energies, infrastructure, aircraft and German medium-sized businesses loans. The securitisation transaction also included approx. EUR 1 billion shipping loans and thereby constitutes one of the biggest shipping securitisation transactions recently placed into the markets. NORD/LB reduced its risk-weighted assets by around EUR 3.7 billion resulting in a significant CET 1 ratio improvement.
Santander Consumer Bank AG, 2017
Advised Santander Consumer Bank AG as sole transaction counsel for a securitisation of consumer loans rated by Standard & Poor's and DBRS Ratings. Bearer bonds with a total nominal value of EUR 850 million were issued, which are backed by Santander's consumer loan receivables. The issuer is a German special purpose entity. The securitisation transaction was arranged by UniCredit Bank AG, acting also as Joint Lead Manager together with Banco Santander S.A. EUR 850,000,000.
HSH Nordbank, 2016
Advised HSH Nordbank AG on a complex structured finance transaction, which is backed by a diversified EUR 3 billion loan portfolio. Institutional investors have provided a financial guarantee for a significant portion of the portfolio which includes loans for corporate and real estate clients. The loans of the underlying reference portfolio were not transferred and remain on HSH's balance sheet. Through the transaction HSH has reduced its credit risk and strengthened its regulatory capital.
HSH Nordbank AG – 'CASTELLUM ABF' US$360 million refinancing, 2015
Daniel co-led a team from the Firm's offices in Frankfurt, London, New York and Singapore that advised HSH Nordbank on its third US dollar refinancing since it established its own asset based funding platform in 2013. The 'CASTELLUM ABF' funding transaction is collateralised by a portfolio of commercial real estate loans secured by English law governed mortgages.
Schleswig-Holstein and Hamburg, Synthetic Securitisation, 2009 – 2012
Advising the City of Hamburg and the State of Schleswig-Holstein as deal counsel on the stabilisation and restructuring of HSH Nordbank AG, including the structuring and restructuring of a risk shield with a guarantee in the amount of €10 billion. The guarantee results in a risk transfer for regulatory purposes by way of synthetic securitisation with a respective capital relief effect on HSH Nordbank AG as originator.
NORD/LB, Synthetic Securitisation, 2012
Advising NORD/LB on the synthetic securitisation of a £307.2 million Private Finance Initiative and Public Private Partnership loan portfolio held by NordLB's London Branch for regulatory capital relief purposes.
€2.4bn cross-European acquisition by BNP Paribas, 2015
Representation of Arval, a fully owned subsidiary of BNP Paribas specialising in full service vehicle leasing, in connection with the acquisition of GE Capital's European fleet management activity. The scope of this acquisition covers more than 160,000 vehicles in twelve European countries, the vehicles assets amount to €2.4 billion.
Creditors of HETA Asset Resolution, 2015/2016
Representing approx. ten institutional investors holding bonds of HETA in legal proceedings against HETA in the District Court of Frankfurt. HETA is the bad bank of Hypo Group Alpe Adria - resolved in March 2015 by the Austrian Financial Market Authority (FMA) in its capacity as the Austrian resolution authority under the Federal Act on the Recovery and Resolution of Banks (which in turn implemented the new European resolution regime for banks). These bonds have an aggregate nominal value of more than €1 billion and are the subject of a temporary moratorium order imposed by the FMA, so protecting HETA from creditor claims.
Cerberus on €1.5 billion real estate loan portfolio across 11 countries, 2013, 2014
Representation of Cerberus on (i) its acquisition of a €1.5 billion European real estate loan portfolio from Lloyds Banking Group, with underlying real estate collateral in eleven countries from 23 borrowers, and a sector concentration in favour of office and industrial and (ii) its bid for various real estate loan portfolios across Europe (with aggregate loan book value of over £8 billion) being sold by the failed Irish bank IBRC (in liquidation).
Luxemburg Debt Funds, 2015/2016
Advising two Luxembourg debt funds as purchasers of German law bearer bonds issued by four Dutch property companies holding title to a German real estate portfolio in an PropCo/OpCo structure. The financing structure resembles the real estate financing LMA style package of representations and covenants etc. implemented in a secured bond structure.
Deutsche Bank, 2013 et sequ.
Advising Deutsche Bank AG, as arranger, on the several real estate financings by way of transferrable secured Schuldschein loans, e.g. of (i) refinancing Maternus-Kliniken AG and its majority shareholder Cura Kurkliniken Seniorenwohn- und Pflegeheime GmbH regarding a number of care facilities in Germany and (ii) financing for a real estate portfolio consisting of approx. 4,300 residential units located in Duisburg und Duesseldorf. Each of such real estate financings was funded by non-bank lenders involved a senior Schuldschein loan, secured by a land charge over the portfolio, and a junior Schuldschein loan, both of which were successfully placed on the capital market. At the time, the hybrid nature of the financing structure between a structured real estate financing and a capital markets transaction was a novelty.
The Emperor's new clothes: risk retention requirement for securitisations according to §122a CRD resp. §§18a, 18b KWG (Des Kaisers neue Kleider: Der Risikoselbstbehalt bei Verbriefungen nach Artikel 122 a CRD bzw. §§ 18 a, 18 b KWG), BKR, Issue 6, pp. 228–235, 2011, (co-author with Ulf Kreppel)