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Allen & Overy advises SGL Carbon on successful issue of EUR 250 million senior secured notes

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Marc Plepelits


Frankfurt am Main

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10 April 2019

​Allen & Overy LLP advised SGL Carbon SE, a leading global manufacturer of carbon-based products and materials based in Wiesbaden, Germany, on the successful issue of EUR 250 million in aggregate principle amount of its 4.625% senior secured notes due 2024 (the Notes). The offering was several times oversubscribed.

A portion of the net proceeds were used to prefund SGL Carbon’s existing convertible bonds due 2020 by depositing an amount equal to the aggregated amount of principal and interest that will be due under the convertible bonds until their maturity into an escrow account pledged for the benefit of the holders of the convertible bonds. The remaining net proceeds will be used for debt repayment.

The Notes are guaranteed by several subsidiaries of SGL Carbon in Germany, Austria, Poland, Portugal, Scotland and the United States, and secured by pledges over shares of certain subsidiaries. Deutsche Bank AG, London Branch and Commerzbank AG acted as joint global coordinators and, together with BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Ladesbank Baden-Württemberg and UniCredit Bank AG, as joint bookrunners of the offering.

The Allen & Overy team advising SGL Carbon was led by partner Marc Plepelits, senior associate Martin Schmidt and associate Rita Nicole Thomas (all US Corporate Finance, Frankfurt). The Allen & Overy team also comprised partners Thomas Neubaum (banking & finance), partner Heike Weber (tax), partner Knut Sauer (equity capital markets), counsel Dr. Mark Hallett (banking & finance), senior associate Nadine Kaemper (equity capital markets), associate Louisa Drewniok, transaction support lawyer Anastasiya-Evangelina Wiegand (both, banking & finance), associate Thomas Dieker and tax specialist Tobias Eggert (both tax, all Frankfurt).

Allen & Overy teams in Amsterdam and Warsaw also advised SGL Carbon. The Amsterdam team consisted of partner Jonathan Heeringa (international capital markets), partner Sigrid Jansen (banking & finance), senior associate Tom Reutelingsperger (international capital markets), senior associate Karin Hoenson-van den Berg and paralegal Cobie Kuipers (both banking & finance, all Amsterdam). The Warsaw team consisted of partner Tomasz Kawczynski, senior associate Konrad Zawistowski, associates Artur Rutkowski, Kamil Czerepak und Maciej Wroniak (all Warsaw, all banking & finance).

SGL Carbon was advised internally by Dr. Dirk Matthes (senior legal counsel, Wiesbaden).

In January 2019, an Allen & Overy team advised SGL Carbon in connection with its new EUR 175 million syndicated credit facility.