[Cologne, ] SolarWorld AG has successfully completed its financial restructuring. The last step of the restructuring measures was concluded on 24 February 2014 upon the registration of the capital increase against contributions in kind with the commercial register. This last step took place hand in hand with the approval of the securities prospectuses by the Federal Financial Supervisory Authority (BaFin) and the signing of comprehensive financing documents. The latter especially involved securing the newly-issued bonds with all essential assets of the SolarWorld group.
The restructuring plan provided for a debt-to-equity swap of about 55 % of SolarWorld AG’s debt for new shares in the context of a capital reduction, followed by a capital increase against contributions in kind of the remaining share capital (from 5 % of the original sum by 95 %). The remaining debt should be repaid in several instalments. In this context new financing agreements were negotiated and executed and two new bonds were issued. The former shareholders continue to hold five percent in the restructured SolarWorld AG. The acquisition period for the new bonds and new shares expired after the announcement of the purchase offers on 21 February 2014. In addition, a new strategic investor acquired a stake in SolarWorld AG.
The team working with Dr. Christian Schröder advised on the prospectuses, Dr. Christian Becker’s team advised on the consummation of the capital increase against contributions in kind and Dr. Yorick Ruland’s team advised in connection with the financing documents.
GÖRG advised comprehensively on all legal matters in connection with the financial restructuring of SolarWorld AG and assisted SolarWorld AG with the preparation and approval of prospectuses, the consummation of the non-cash capital increase and also with negotiations with creditors in the context of the bondholders’ meetings under the German Bond Act, the general meeting of shareholders and in the approvals proceedings.
Advisors to SolarWorld AG
GÖRG Partnerschaft von Rechtsanwälten mbB
Lead Partner:
Hans-Gerd H. Jauch, Supervising Partner, Restructuring, Cologne
Restructuring:
Dr. Michael Schaumann, Associated Partner, Restructuring, Cologne
Stock Corporation/Capital Markets Law:
Dr. Oliver Wilken, Partner, Stock Corporation/Capital Markets Law (lead), Cologne
Dr. Stefan Heyder , Partner, Stock Corporation/Capital Markets Law, Munich
Dr. Alexander Kessler, Associated Partner, Stock Corporation/Capital Markets Law, Cologne
Christopher Wright J.D., Counsel, Stock Corporation/Capital Markets Law, Berlin
Securities prospectuses:
Dr. Christian Schröder, Partner, Stock Corporation/Capital Markets Law, Munich
Dr. Matthias Stoeckle, Associated Partner, Stock Corporation/Capital Markets Law, Munich
Lutz Pospiech, Associate, Stock Corporation/Capital Markets Law, Munich
Mickhail Rasumny, Associate, Stock Corporation/Capital Markets Law, Munich
Non-cash capital increase:
Dr. Christian Becker, Partner, Stock Corporation/Capital Markets Law, Munich
Dr. Daniel Rubner, Associated Partner, Stock Corporation/Capital Markets Law, Munich
Marc Varszegi, Associate, Stock Corporation/Capital Markets Law, Munich
Approvals Proceeding:
Dr. Klaus Felke, Partner, Stock Corporation/Capital Markets Law, Cologne
Dr. Thomas Rühle, Associated Partner, Stock Corporation/Capital Markets Law, Cologne
Dr. Michael Zenker, Associate, Stock Corporation/Capital Markets Law, Cologne
Financing:
Dr. Yorick Ruland, Partner, Financing, Cologne
Dr. Thomas Lange, Associated Partner, Financing, Cologne
Merger Control:
Dr. Christian Bürger, Associated Partner, Merger Control, Cologne
Flick Gocke Schaumburg (Bonn)
Prof. Dr. Thomas Rödder, Dr. Arne von Freeden (both Tax)
Schmitz Knoth Rechtsanwälte (Bonn)
Dr. Guido Plassmeier, Dr. Christian Weis
