Gernot Wagner

Partner, Frankfurt

Biography

“Gernot Wagner - “outstanding expertise and ability to go beyond one's own professional horizon to the interests of the client”, client; “leading expert (“Lichtgestalt”) in High Yield Bonds”, competitor
JUVE 2022/2023

Overview

A partner in White & Case's global Capital Markets Practice, Gernot advises clients on a wide range of high yield offerings and public and private debt and equity transactions. He acts for both issuers and underwriters, on both SEC-registered and Rule 144A transactions. Clients to have benefited from his knowledge and experience include domestic and international banks, private equity houses and major corporations. He has also developed a strong track record representing investment banks in IPOs, rights issues and DCM matters. International in outlook and practice background, Gernot was educated in Germany and the United States and is bilingual in German and English. Prior to joining White & Case in 2014, he was a partner at another major international law firm and headed the US corporate finance group of its Frankfurt office.
Bars and Courts
New York
Education
LLM
University of Connecticut School of Law
First State Exam
University of Tübingen
Languages
German
English

Experience

ADLER Group
Advised Adler Group S.A. and its subsidiary Adler Real Estate AG (Adler RE) on a tender offer and consent solicitation for Adler RE's €300 million outstanding senior secured notes due 2024 (Notes).

ADLER Group
Advised Adler Group S.A. and its subsidiaries on its successful restructuring, which included amendments to the terms and conditions of certain of its bonds with an aggregate nominal amount of €3.2 billion and the provision of up to €937.5 million of new money funding.

ADLER Group
Advised Adler Group S.A. and its subsidiaries on financing commitments for a new secured debt financing of up to €937.5 million to stabilize operations and capital structure, and a lock-up agreement signed by a steering committee of bondholders which provides for support in changing the terms and conditions of the various bonds issued by Adler Group with an aggregate nominal amount of €3.2 billion

ADLER Group
Advised Adler Group S.A. on the sale of a €1.05 billion real estate portfolio to international investment company KKR and German real estate specialist Velero

ADLER Group
Advised Adler Group S.A. on the sale of a close to €1.3 billion real estate portfolio to LEG IMMOBILIEN SE (LEG). 

ADLER Group
Advised Adler Group S.A. in connection with the dual-tranche corporate bond offering consisting of EUR 700 million 1.875% senior notes due 2026 and EUR 800 million senior notes due 2.250% due 2029.

ADO Properties
Advised ADLER Group S.A., formerly ADO Properties S.A., in connection with the corporate bond offering of EUR 400 million 3.250% senior notes due 2025.

ADO Properties / ADLER
Advised ADO Properties S.A. in connection with a public takeover offer of ADLER Real Estate AG. The new company will operate as ADLER Real Estate Group and combine a real estate portfolio value of approx. EUR 8.6 billion.

ADO Properties
Advised ADO Properties on Acquisition of Control over Consus, a € 450 million capital increase with subscription right, the admission of new shares as well as the Takeover and Delisting Offer for Westgrund.

All4Labels
Advised Goldman Sachs, Commerzbank and LBBW in connection with the financing of Triton's acquisition of a stake in the All4Labels global packaging group and represented the banks in connection with the financing of the add-on acquisition of GPS-Rotomet by the All4Labels group.

Befesa
Advised the bank consortium on the post-IPO financing of Befesa S.A. The financing with a total volume of EUR 636 million consists of an institutional term loan B, a revolving credit facility and a guarantee facility.

Benteler Group
Advised the Austrian BENTELER Group on the issuance of various financial instruments for the early and full repayment of BENTELER Group's existing restructuring liabilities. The transaction included a successful capital market debut with the issuance of two senior secured high yield bonds maturing in 2028 with volumes of €525 million and US$500 million, a syndicated loan facility of €810 million and a revolving credit facility of €250 million, both with a maturity of 4.5 years.

Bergman
Advised financing providers on the financing of Triton's acquisition of Bergman Clinics

Boels
Advising a bank syndicate consisting of Credit Suisse International, ING Bank N.V., ABN AMRO Bank N.V., Coöperatieve Rabobank U.A. and BNP Paribas Fortis NV/SA as mandated lead arrangers, physical bookrunners and underwriters on a term loan B and a revolving credit facility for Boels Topholding B.V. (Boels) of over €1 billion.

Consolidated Energy Finance
Advised Consolidated Energy Finance S.A., a financing subsidiary of Switzerland-based leading international methanol and fertilizer producer Consolidated Energy Limited AG, on the issuance of two series of high-yield bonds with total volumes of USD 525 million and EUR 250 million.

Consolidated Energy Finance
Advised Consolidated Energy Finance S.A., a financing subsidiary of Switzerland-based leading international methanol and fertilizer manufacturer Consolidated Energy Limited AG in connection with a USD 600 million US-style Term Loan B and a USD 225 million revolving credit facility as well as the issuance of USD 400 million 6.50% Fixed Rate Notes due 2026 and USD 125 million Floating Rate Notes due 2022.

Consus
Advised Consus Real Estate AG in connection with the offering of EUR 400 million 9.625% senior secured notes due 2024.

Consus
Advised Consus Real Estate AG, a leading German real estate developer, on its debut bond with a total volume of EUR 200 million.

D.V.I.
Advised German real estate company D.V.I. Deutsche Vermögens- und Immobilienverwaltungs GmbH (DVI) on all capital markets and corporate law aspects of the issuance of its €350 million debut bond.

Delivery Hero
Advised Delivery Hero SE on a Term Loan B comprising of a US$825 million term facility and a €300 million term facility, each with a maturity of 5.25 years, and a new €375 million revolving credit facility, which will have an initial maturity of three years and two one-year extension options.

DEMIRE 
Advised joint bookrunners Deutsche Bank, Morgan Stanley and Berenberg in connection with the original issuance of EUR 270 million senior high-yield bonds and additional tap-up issuance of EUR 130 million senior high-yield bonds.

Deutsche Lufthansa
Advised Deutsche Lufthansa AG on the issuance of two tranches of notes with a principal amount of €1.5 billion. The first tranche has a principal amount of €600 million and the second tranche has a principal amount of €900 million. The notes are admitted to trading on the regulated market of the Luxembourg Stock Exchange.

Deutsche Lufthansa
Advised Deutsche Lufthansa on its €2.1 billion rights issue. The net proceeds were primarily used to repay the silent participation I of the Economic Stabilization Fund of the Federal Republic of Germany in the amount of €1.5 billion. 

Deutsche Lufthansa
Advised Deutsche Lufthansa AG on the issuance of two tranches of notes with a principal amount of €1.0 billion, each with a principal amount of €500 million The notes are admitted to trading on the regulated market of the Luxembourg Stock Exchange.

DIC / GEG
Advised DIC Asset in connection with the EUR 225 million acquisition of GEG German Estate Group.

DIC 
Advised Goldman Sachs and HSBC on the issuance of a €400 million green bond by DIC Asset AG.

Enpal 
Advised solar industry start-up Enpal GmbH (Enpal) on the preparation, execution and closing of its €150 million Series C financing from SoftBank Vision Fund 2.

ENVIRIA Energy Holding GmbH
Advised commercial and industrial decentralized energy solutions provider ENVIRIA Energy Holding GmbH (ENVIRIA) on a capital commitment of over US$200 million from BlackRock through its Global Renewable Power Fund IV. ENVIRIA offers solar solutions for companies in the commercial and industrial space with a projected development pipeline of over 2,000 projects across Germany and a projected generation capacity of 2.3GW.

Fertiberia 
Advised a Spanish banking consortium in connection with the financing of Fertiberia Group, Spain's largest fertilizer producer.

Friedrich Vorwerk
Advised the underwriters on the €414 million IPO of Friedrich Vorwerk and listing on the Frankfurt Stock Exchange (Prime Standard).

Hapag-Lloyd
Advised Hapag-Lloyd AG on the issuance of a sustainability-linked high yield bond with a volume of €300 million.

Hapag-Lloyd
Advised Hapag-Lloyd AG on its EUR 352 million rights offering.

Hapag-Lloyd
Advised Hapag-Lloyd AG on the preparation of BaFin approved prospectus for the admission of 42.749.568 new shares in connection with a capital increase by means of a contribution in kind.

HT Troplast
Advised J.P. Morgan and Morgan Stanley in connection with the debut high yield bond offering of EUR 340 million 9.25% senior secured notes by HT Troplast GmbH due 2025.

Jefferies / NSO Group
Advised a bank syndicate led by Jefferies in connection with the bank financing for the management buyout of NSO Group.

J.P. Morgan
Advised J.P. Morgan and JPMorgan Chase Bank on the financing of the €1.4 billion voluntary public takeover offer by Hercules BidCo for the shares in Deutsche EuroShop AG.

J.P. Morgan
Advised JP Morgan on the financing of the public takeover offer for Deutsche Euroshop  AG by Oaktree and Cura

Medigene 
Advised Guggenheim Securities LLC, Baader Bank AG and Trout Capital LLC on the capital increase of Medigene AG.

Methanol Holdings (Trinidad) Limited
Advised Methanol Holdings (Trinidad) Limited, a subsidiary of Switzerland-based Proman group, on a Trinidad and Tobago Dollar (TTD) 1 billion (approximately €133 million) term loan facility.

Meyer Burger
Advised Meyer Burger Technology AG, a leading manufacturer of premium solar modules and solar cells, on a capital increase with gross proceeds of CHF 206.75 million.

Natgasoline
Advised Consolidated Energy Limited (CEL) on the USD 680 million acquisition of shares in Natgasoline LLC in relation with the construction of a methanol production factory in Texas.

Natgasoline / OCI / Consolidated Energy
Represented Natgasoline LLC and its shareholders, OCI N.V. and Consolidated Energy Limited, in connection with a USD 565 million Term Loan B, a USD 60 million bond due to refinance Natgasoline's existing debt.

Peach Property
Advised J.P. Morgan and Credit Suisse as Initial Purchasers on the issuance of EUR 250 million senior high-yield bonds by Peach Property Finance GmbH. 

Porsche
Advised Qatar Investment Authority as cornerstone investor on the €9.1 billion IPO of Dr. Ing. h.c. F. Porsche Aktiengesellschaft (Porsche), valuing Porsche at €75 billion.

Proman 
Advised Proman Holding AG on the issuance of a high yield bond with a total volume of CHF200 million.

Schock
Advised banking consortium on the financing of Triton's acquisition of Schock

Siemens Energy
A advised a syndicate of banks and financial institutions on the financing of the acquisition of Siemens Energy's Trench business by private equity sponsor Triton.

Signa Group
Advising Signa Group on its restructuring as Rene Benko relinquishes power under the pressure of fellow shareholders to Arndt Geiwitz of SGP Schneider Geiwitz & Partner.

Stabilus 
Advised Stabilus S.E. and its subsidiaries (Stabilus Group), one of the world's leading suppliers of motion control solutions for a wide range of industries, on a new long term financing with €450 million credit facilities.

Stabilus 
Advised the client with regard to an amendment of the existing senior facility agreement, to prepare for potential future challenges from the COVID-19 crisis. The amendment provides for an additional committed credit line of €50 million, a temporary increase of the maximum leverage ratio permitted under the senior facility agreement and opens the ability to issue promissory loan notes (Schuldscheindarlehen) up to an aggregated amount of €150 million.

Summit Germany 
Advised Morgan Stanley and Deutsche Bank AG as Initial Purchasers on the issuance of a bond for Summit Germany Limited. This debut issuance of Senior Notes under New Yorker law (144A/Reg S) has a total volume of EUR 300 million and is due in 2025. The Senior Notes have an annual coupon of 2.0% and are listed at Luxembourg Stock Exchange (Euro MTF market).

Summit Group
Advised Summit Group on the sale of a major part of its German commercial real estate portfolio to Tristan Capital Partners for an initial purchase price of €1 billion.

Symrise 
Advised BNP Paribas and UniCredit Bank AG on the EUR 400 million capital increase of Symrise AG.

VIC Properties
Advised VIC Properties S.A. on the offering of a EUR 250 million Secured Pre-IPO Convertible Bond.

Wefox
Advised wefox on its US$400 million Series D funding round. With a post-money valuation of US$4.5 billion, wefox is one of the highest valued InsurTechs. The Series D financing was led by Mubadala with participation from existing investors including LGT, Horizon Ventures and OMERS Ventures.

Wefox 
Advised wefox, a leading pan-European digital insurance business and insurance distribution platform, on its US$650 million Series C financing. With a post-money valuation of US$3 billion, wefox is one of the highest valued InsurTechs. The Series C financing was led by Target Global.

WernerCo
Advised Triton on the issuance of a USD 265 million high yield bond as part of the acquisition of WernerCo.

x+bricks Group
Advised x+bricks Group on the acquisition of 120 grocery-anchored properties from TLG Immobilien AG and its subsidiaries.

ZARGES Group
Advised WernerCo, a Triton IV fund company, on its acquisition of ZARGES Group (ZARGES). The seller is a consortium consisting of funds managed by Baird Capital and Granville, VR Equitypartner and the management team ZARGES. The acquisition enhances WernerCo's position as a market leader for industrial climbing products and storage and transport containers in Europe. The parties have agreed not to disclose the purchase price.

Zur Rose Group 
Advised Swiss Zur Rose Group AG, Europe's largest online pharmacy and one of the leading medical wholesalers in Switzerland, on its CHF200 million rights offering, which was completed in connection with the acquisition of the online pharmacy competitor medpex.

Zur Rose Group 
Advised SIX listed Zur Rose Group AG on the acquisition of Dutch online pharmacy Vitalsana B.V. from Ströer SE & Co. KGaA. Additional part of the acquisition was the service provider ApDG GmbH located in Ulm, Germany.

Awards and Recognition

Leading Practitioner in Germany, Who's Who Legal (WWL) 2024

Best Lawyer Germany in Capital Markets Law, Real Estate Law, Handelsblatt 2019-2023

Leading Lawyer, Chambers Europe 2022, Chambers Global 2022
Capital Markets: Equity – Germany

Leading Lawyer, Chambers Europe 2022, Chambers Global 2022
Capital Markets: Debt – Germany

Foreign Expert, Chambers Global 2022
Capital Markets: Debt and Equity – USA

Highly recommended lawyer, JUVE 2022
Bonds – Germany

Highly recommended lawyer, JUVE 2022
Structured Finance – Germany

Leading Individual for ECM
Legal 500 ECM

Top 10 Advisor Lawyers in EMEA – M&A, MergerLinks 2022