Insights

On 11 August 2023, Diebold Nixdorf, the cash machine manufacturer operating worldwide, successfully completed an extensive debt restructuring by combining and carrying out Chapter 11 proceedings in the US, and WHOA proceedings in the Netherlands. De Brauw partner Ferdinand Hengst took a key role as court-appointed observer in the WHOA portion, which was recognised under Chapter 15 in the US for the first time ever.

The Corporate Sustainability Reporting Directive (CSRD) will need to be implemented into national law on several salient points by 6 July 2024. These include the applicability of the CSRD to listed companies, the rules on assurance of CSRD reports, and the designation of European Sustainability Reporting Standards (ESRS) as the relevant basis on which to report. The Dutch government published a draft implementing bill addressing the first two points on 17 July 2023. The consultation period ended on 10 September 2023.

The highest administrative court in the Netherlands today gave the green light for the first Dutch Carbon Capture and Storage (CCS) project in the Port of Rotterdam, jointly carried out by Gasunie, EBN and the Port of Rotterdam. The Porthos project is one of the government's key energy transition projects and vital in achieving Dutch climate objectives. The project has been recognised as a Project of Common Interest by the European Commission.

De Brauw acted as Dutch counsel to Warburg Pincus in its USD 100 million minority investment in Nord Security, a global leader in internet privacy and security solutions.

De Brauw has acted as lead counsel to Exor on a – for the Netherlands - rare tender offer to repurchase ordinary shares. The EUR 750 million tender offer is part of a larger EUR 1 billion share buy-back program. The tender offer will be executed via a reverse "Dutch auction", allowing qualifying shareholders to select the price at which they wish to sell their shares back to Exor within a pre-determined price range, extending in 1% increments, from a 3% discount to a 10% premium over a VWAP reference price. The tender offer is supported by Exor majority shareholder Giovanni Agnelli B.V., which has committed to participate for an amount of up to EUR 250 million at or above the reference price. As trusted lead legal adviser to Exor, De Brauw was involved in all strategic and legal aspects of the tender offer, the majority shareholder commitment, and the drafting of documentation including the offer memorandum.

De Brauw is advising the Partners of leading infrastructure manager DIF Capital Partners on the sale of the business to CVC Capital Partners.The acquisition provides CVC with a leading infrastructure platform, directly adjacent and highly complementary to its existing private equity, secondary and credit strategies. In addition, the acquisition accelerates the growth of DIF, which will continue to operate under the DIF brand and retain independence over its operations and investment decisions. DIF will continue to be led by its current CEO and Partners. The combination creates a global private markets manager with seven complementary strategies and approximately €177 billion of total assets under management. DIF is headquartered in Amsterdam with €16 billion of assets under management, a team of over 225 professionals across 11 offices and operating two different investment strategies – the Core / Build-to-Core funds and the Core-plus funds. DIF was founded in 2005 and has built a leading position in mid-market infrastructure investments, primarily in Europe, North America and Australia.