Allen & Overy LLP advised COMMERZBANK International S.A. as the agent and the Luxembourg branch of COMMERZBANK Aktiengesellschaft as security agent of the lenders of Atlantik S.A. in connection with the reverse takeover within the Pfleiderer Group.
 
In the course of the planned exit, the Luxembourg-based company Atlantik S.A. as sole shareholder of wood processing company Pfleiderer has arranged for a reorganisation of the group structure.  Atlantik acquired the Pfleiderer Group in 2012 in insolvency plan proceedings, assuming a large portion of the existing financial liabilities. In addition to its German operations, the Pfleiderer Group includes a majority participation in the listed Polish subsidiary Pfleiderer Grajewo S.A.

With regard to the planned reorganisation of the group, Atlantik will make use of an innovative structure: The German-based Pfleiderer GmbH will be fully acquired by its listed subsidiary Pfleiderer Grajewo (reverse takeover). The acquisition is to be financed by the Polish company through a capital increase in the context of which Pfleiderer Grajewo will issue new shares as part of a re-IPO. It also involves a private placement of existing shares. In the course of this group reorganisation, Atlantik will also repay loans taken over as part of the acquisition of the Pfleiderer Group.  Following the implementation of the reverse takeover, Atlantik will hold approx. 25 percent of shares in the new parent company Pfleiderer Grajewo S.A.

The Allen & Overy team around partner Peter Hoegen has been assisting in connection with the reorganisation process of the Pfleiderer Group for several years: in 2012 for example, the team advised the banks of the joint steering committee (Commerzbank AG, Deutsche Bank AG, KfW Bankengruppe, Portigon (formerly WestLB) and Unicredit) on the successful and sustainable reorganisation of the group, inter alia by a debt restructuring to Atlantik by way of a debt push-up. This transaction was lauded as Best Legal Advisory Project 2012 by Der Platow Brief.  Last year, the Allen & Overy team again assisted COMMERZBANK International S.A. and the Luxembourg branch of Commerzbank AG at the level of Atlantik with regard to the refinancing of the Pfleiderer Group by way of the placement of a bond when comprehensive amendments to the contractual documentation in place between the Pfleiderer Group and its sole shareholder became necessary which also had to take capital market requirements into account. 

The Allen & Overy team was led by partners Peter Hoegen and Dr. Franz Bernhard Herding (both banking and finance, restructuring) and comprised Dr. Sven Prüfer (corporate/restructuring), Dr. Asmus Mihm (tax, all Frankfurt), Pierre Schleimer, Henri Wagner (both banking and finance, Luxembourg), Jean Schaffner (tax, Luxembourg), counsel Jacques Graas (corporate, Luxembourg), senior counsel Yanmei Wie (banking and finance, New York), senior associates Simone Böhm (corporate/restructuring), Fatih Coskun (banking and finance/restructuring, both Frankfurt), Jan Boeing (corporate), Marine Tarditi (banking and finance), Julie Carbiener (tax, all Luxembourg) and associates Lennart Lautenschlager, Dr. Dietmar Schubert, Christopher Kranz (all banking and finance/restructuring, Frankfurt), Benedikt Dumbacher (corporate), Paul Weber (banking and finance, both Luxembourg) and Jaimie Hughey (banking and finance, New York).

Inhouse lawyers Commerzbank AG: Dr. Maria González-Zinn (legal).