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Allen & Overy advising TUI on its EUR1.1bn capital increase

Allen & Overy is advising TUI AG (TUI) on its capital increase via a rights offering of around EUR1.1 billion which successfully completed on 27 October 2021.

TUI’s share capital will be increased nominally by around EURO523.5 million to just under EUR1.623 billion. The proceeds from the capital increase will be used to reduce the drawings on the KfW credit line and the banks' cash facility (RCF).

During the subscription period from 8 to 26 October 2021, existing shareholders were able to exercise their subscription rights and subscribe to new shares at a ratio of 10:21 for 2.15 euros per share and 97.7 per cent of the subscription rights were exercised. Unifirm Limited, controlled by the Mordashov family, the largest shareholder of TUI, exercised its subscription rights in full. Unifirm also acquired additional shares in the market and part of the unsubscribed shares and increased its stake in TUI to around 33 per cent.

The unsubscribed shares subsequently went in full to qualified investors in a rump placement, part of which went to Unifirm of the Mordashov family.

The capital increase was supported by Barclays, Bank of America, Citigroup, Deutsche Bank and HSBC as Joint Global Coordinators and Joint Bookrunners as well as by Commerzbank, Landesbank Baden-Württemberg and Natixis as Joint Bookrunners.

The Allen & Overy team is led by partner Dr Knut Sauer (Equity Capital Markets, Frankfurt) and Michael Bloch (Equity Capital Markets, London) and with further partners Dr Hans Diekmann (Corporate/M&A, Düsseldorf), Dr Helge Schäfer (Corporate/M&A, Hamburg), Stephen Mathews (Corporate/M&A, London) and Wolfgang Melzer (Banking & Finance, Frankfurt), counsel Dr Jonas Wittgens (Corporate/M&A, Hamburg), senior associates Nadine Kämper (Equity Capital Markets, Frankfurt) and Dorothee Kupiek (Corporate/M&A, Düsseldorf), associates Martin Kalbhenn, Anna Schön (both Equity Capital Markets, Frankfurt), Will Johnson and Holly Gardiner (both Corporate/M&A and Equity Capital Markets, London), Peerpoint consultant Rob Hatton (Corporate/M&A and Equity Capital Markets, London), Dr Moritz Merkenich (Corporate/M&A, Hamburg) and Dr Jana Mansen (Corporate/M&A, Düsseldorf), and trainee Justin Tan (Corporate/M&A and Equity Capital Markets, London).

Partner Jeff Hendrickson, US law clerk Isidora Parga and associate Valerio Di Mascio (all U.S. Corporate Finance, London) are advising on US law issues.

TUI is advised in-house by Mark Hoepfner (Senior Legal Counsel).