Allen & Overy advises energy group Uniper on EUR 15 billion stabilisation package
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The agreement was reached against the backdrop of the ongoing supply shortfalls of Russian natural gas and Uniper's system-critical role for Germany's energy supply. The package of measures secures Uniper and provides a solution to the losses incurred by Uniper due to the prevailing gas supply shortage. The measures agreed are also intended to ensure that Uniper's credit rating remains investment grade.
The stabilisation package provides for a capital increase of approximately EUR 267 million that will be subscribed exclusively by the Federal Government, resulting in an ownership stake for the Federal Government of approximately 30 percent in Uniper. In addition, depending on Uniper's liquidity requirements, a mandatory convertible instrument in the amount of up to EUR 7.7 billion is intended to be issued in tranches to the Federal Government, parts of which can be acquired by Fortum. A KfW loan granted and disbursed to Uniper is to be increased from EUR 2 billion to EUR 9 billion and the intended use is to be expanded. The agreement also foresees, among other things, that in case replacement cost losses that cannot be offset by operating profits from Uniper's other businesses exceed EUR 7 billion, the German Federal Government stands ready for further support.
The stabilisation measures are subject, inter alia, to the withdrawal of Uniper's lawsuit against the Netherlands in connection with the Energy Charter Treaty (ECT), to regulatory approvals, in particular state aid approval by the EU Commission, and the confirmation of the investment grade rating of Uniper by S&P Global Ratings.
Uniper will convene an extraordinary general meeting to obtain shareholder approval for the stabilisation measures.
The Allen & Overy team was led by partners Dr Hans Diekmann (Corporate/M&A, Düsseldorf) and Dr Sven Prüfer (Corporate/Restructuring, Frankfurt) and further comprised, in essential roles, partners Dr Helge Schäfer (Hamburg) and Dr Jonas Wittgens (both Corporate/M&A, Hamburg), and also Dr Boerries Ahrens (Antitrust, Hamburg), Peter Wehner (Employment & Benefits, Frankfurt), Dirk Arts (State Aid, Brussels), Stephen Mathews and Michael Bloch (both Corporate/M&A, London), Aroen Kuitenbrouwer (Amsterdam), Nick Charlwood and Nick Lister (both London, all Banking & Finance) and counsel Dr André Wandt (Corporate/M&A, Frankfurt). Further advice was provided by senior associates Dorothée Kupiek (Düsseldorf) and Dr Jan-Benedikt Fischer (both Corporate/M&A) as well as Wencke Rusbueldt (Corporate/Restructuring, Hamburg) and Beatrice Hotze (Employment & Benefits, Munich), as well as associates Dr Adrian Lingens (Corporate/Restructuring, Frankfurt) and Simon Aarts and Tilanus Damiaan (both Dispute Resolution, Amsterdam).