Matter 28 September 2023

De Brauw acts as Dutch counsel to Warburg Pincus in its investment in Nord Security

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.
Matter 14 September 2023

De Brauw advises Exor on EUR 750 million buyback tender offer

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.
Matter 4 September 2023

De Brauw advises DIF Capital Partners on sale to CVC Capital Partners

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.
Matter 28 August 2023

De Brauw takes court appointment in combined US-NL restructuring, a Chapter 11-cum-WHOA for Diebold Nixdorf

De Brauw partner Ferdinand Hengst was appointed by the Amsterdam court as the first observer to monitor the interests of the joint creditors in a combined US Chapter 11, Dutch scheme (WHOA) and US Chapter 15 proceedings. The successful global preventive restructuring process were initiated by Diebold Nixdorf (the cash-strapped cash machine manufacturer) in the US and in the Netherlands, reducing its debt burden by USD 2.1bn. Although supported by a large group of creditors, the cross-border restructuring was complex, involving two parallel restructuring proceedings in the US and the Netherlands, subsidiaries in multiple jurisdictions and creditors under 13 different tranches of notes and term loans. The role of the observer in this case was to supervise the drafting and negotiation of the restructuring plan for the benefit of the joint creditors. Ferdinand provided an extensive opinion on the plan and its implications, an opinion that was followed by the court. The WHOA plan is recognized as a foreign main proceeding under Chapter 15 in the US so that the WHOA plan can also be enforced against creditors in the US. This is the first time that the WHOA is recognized in the US, making the WHOA even a more compelling option for cross-border restructurings.
Matter 14 August 2023

De Brauw advises Philips on relationship agreement with Exor as cornerstone

We advised Koninklijke Philips N.V., a global leader in health technology, on entering into a relationship agreement with EXOR N.V., a diversified holding company controlled by the Agnelli family, as a cornerstone investor.
Matter 10 August 2023

Cineworld emerges from Chapter 11 bankruptcy with amended financing arrangements for Dutch Rest of the World entities,slate%20of%20management%20and%20board. De Brauw advised Cineworld, the world's second largest cinema chain, on a USD 4.8 billion debt restructuring transaction spanning all continents. Cineworld filed for Chapter 11 for its US and UK businesses on 7 September 2022. A third division, commonly known as the Rest of the World, is based in the Netherlands and has a separate financing structure. This Dutch group did not file for Chapter 11 but entered into a USD 271 million debt trade, whereby newly-incorporated Cineworld entity Busby purchased the facilities from the existing lenders. On 1 August 2023, Cineworld emerged from the Chapter 11 proceedings and the facilities agreement with Busby was amended to reflect that the facilities will function as an intra-group loan going forward.,slate%20of%20management%20and%20board.
Matter 12 July 2023

SMART Photonics secures €100 mln in additional funding

De Brauw advises SMART Photonics on attracting EUR 100 million in additional fundingDe Brauw acted as sole advisor to SMART Photonics Holding B.V., the Dutch foundry for photonic integrated circuits, in securing an additional round of funding of EUR 100 million from a group of strategic industry and financial Dutch players and the Dutch government.Among the group of new lenders are strategic players from the semiconductor industry (ASML, NXP and VDL Groep) as well as financial institutions (ING, BOP Impact Ventures and Deep Tech Fund, which is part of Invest-NL and partly funded by the ministry of Economic Affairs and Climate Policy). Previous investors, including Innovation Industries, BOM, PhotonDelta and KPN Ventures have joined in this funding round again. The government of the Netherlands separately provides EUR 60 million public funding as part of the approved National Growth Fund project PhotonDelta.With this new round of funding, SMART Photonics will be able to strengthen its role as the leading manufacturer of next generation chips in a growing, resilient European photonic value chain. SMART Photonics will use the funds to extend its manufacturing capabilities and accelerate the development of the company’s photonic integrated chip technology platforms and its Process Design Kits (PDKs).
Matter 10 July 2023

Beter Bed Holding and Torqx agree on recommended all-cash offer of EUR 6.10 per share

De Brauw advises Beter Bed on the recommended all-cash public offer by Torqx Capital Partners
Matter 10 July 2023

De Brauw advises 4PS in its sale to Hilti Corporation

De Brauw advised 4PS, which specializes in providing business management (ERP) solutions for the construction industry, in its sale to Hilti Corporation. The shareholders of the company, Wim Jansen, André Overeem and Martin Westerink, will remain on the Board of Directors to support the integration in the coming years.
Matter 3 July 2023

De Brauw advises Heineken on sale of Vrumona factory

De Brauw advises Heineken on sale of Vrumona factory to Royal Unibrew. Vrumona produces non-alcoholic beverage products in its factory in Bunnik. Well known brands include Pepsi, 7 Up, Sourcy and Rivella.
Matter 2 July 2023

Aegon to change its legal seat to Bermuda

On 30 June 2023, Aegon announced its intention to change its legal seat to Bermuda. As a result of the sale of its Dutch business to a.s.r., Aegon will no longer have a regulated insurance business in the Netherlands. DNB will therefore no longer be able to be Aegon's group supervisor, with group supervision to instead transfer to the Bermuda Monetary Authority (BMA). Aegon will maintain its headquarters in the Netherlands, will remain a Dutch tax resident and will continue to be listed on Euronext Amsterdam and on the New York Stock Exchange (NYSE). Aegon will also make certain amendments to its governance pursuant to becoming a Bermuda Ltd., including changing to a one-tier board. The matter involved many interesting aspects such as: - designing an unprecedented double cross border conversion: first a conversion from Aegon N.V. into Aegon S.A. - a Luxembourg entity - and subsequently from Aegon S.A. into Aegon Ltd. This was further complicated by the pending implementation of the Mobility Directive into Dutch law, which would have far reaching implications on the structure of the conversion if implemented prior to publication of the conversion proposal- designing a new governance structure for Aegon Ltd that (i) continues to take into account the interests of Aegon and its stakeholders, (ii) applies well-recognized and accepted international governance standards and (iii) preserves the current governance to the extent possible and practical in view of the change in legal domicile- extensive regulatory analysis and interaction with the various involved supervisors in order to arrive at a suitable solution for group supervision following the transaction with a.s.r.- due to Aegon's US listing, a US prospectus is required for the change in legal domicile, impacting the potential timelines for implementation- ensuring a set-up that would ensure that Aegon remains tax residence in the Netherlands, a key aspect for AegonThe matter showcased perfectly the integrated offering by De Brauw, with MACM, Corporate Advisory, FMR, Tax, F&R, EEB and Litigation teams working together seamlessly to be able to advise Aegon on the myriad of questions and issues that arose during the project.
Matter 30 June 2023

De Brauw acted as sell-side legal advisor on the sale of hallo, Group to KLAR Partners

De Brauw advised on the sale of a majority stake in hallo, Group, a leading managed services provider to SMEs in the Netherlands, by Vortex Capital Partners and other shareholders to a fund managed by KLAR Partners (“KLAR”). KLAR will partner with the current shareholders.