Matthias Horbach

Mr. Horbach’s M&A work includes advising a broad range of clients, including industrial companies, private equity investment firms and investment banks, on acquisitions, dispositions, cross-border mergers, joint ventures and public takeover transactions. In the corporate finance area, he advises banks and borrowers in acquisition finance and other banking transactions. Mr. Horbach also represents clients in intragroup restructurings, corporate governance matters and other areas of corporate law, including negotiating major commercial agreements and assisting with respect to distressed and insolvent German corporations.

Mr. Horbach is included in JUVE Wirtschaftskanzleien, IFLR1000, Best Lawyers in Germany and Handelsblatt for German Corporate/M&A. In IFLR1000, a client notes Mr. Horbach “is a terrific lawyer who has deep substantive knowledge, broad technical skills and great problem-solving abilities.”

His representative M&A matters include:

• International Flavors and Fragrances Inc. in the sale of its nitrocellulose business, associated production facilities and the Walsrode Industrial Park to Czechoslovak Group A.S.
• B-Flexion (formerly Northill Capital), a private investment firm, in the combination of its portfolio company Securis Investment Partners, a leading insurance-linked securities manager, with Twelve Capital, a provider of capital to the insurance and reinsurance industry
• United Talent Agency (UTA) in its acquisition of European soccer agency ROOF Group GmbH, UTA’s largest M&A transaction to date
• Trimble Inc. in the sale and contribution of its agriculture business to a joint venture with AGCO Corporation, as well as AGCO’s US$2 billion acquisition of an 85% stake in the joint venture
• WT Microelectronics Co., Ltd., a semiconductor components distributor headquartered in Taiwan, in its $3.8 billion acquisition of Future Electronics Inc., a Canada-based global distributor of electronic components
• The SCP Group in its acquisition of Real GmbH from METRO AG
• Korea Public Officials Benefit Association in the sale of its real estate assets, mutually held with Dream Global Real Estate Investment, to real estate funds managed by The Blackstone Group Inc.
• Intel Co. in its US$1 billion sale of its 5G modem chipset manufacturing division to Apple, Inc.
• PayPal Holdings, Inc. in its US$2.2 billion acquisition of iZettle AB, a transaction involving a host of regulatory considerations, as well as preparations for a post-Brexit scenario
• Gulf Energy Development in its acquisition of a 50% stake in the €2.6 billion offshore wind farm Borkum Riffgrund 2 from Global Infrastructure Partners and its joint venture with Ørsted
• Corning Incorporated in its acquisition of substantially all of the Communication Markets division of 3M
• PayPal Inc. as lead investor in a US$50 million funding round for PPRO Holding GmbH
• a global asset manager on the corporate and regulatory aspects of the group’s EMEA restructuring as part of its Brexit contingency plans
• Armstrong World Industries, Inc., a global leader in the design, innovation and manufacturing of commercial and residential system solutions, in the sale of its EMEA and Pacific Rim businesses to Knauf for an enterprise value of US$330 million
• Key Safety Systems, Inc. in its US$1.6 billion acquisition of substantially all of the assets and operations of Takata Corporation
• Cardinal Health, Inc. in its US$6.1 billion acquisition of the patient care, deep vein thrombosis and nutritional insufficiency businesses of Medtronic plc.
• Intel Co. in its US$15.3 billion acquisition of Mobileye N.V.
• KAP AG, a Carlyle Group company, in connection with various matters including its divestiture of Geiger Fertigungstechnologie GmbH to Zhejiang Tieliu Clutch Co., Ltd
• Air Products and Chemicals, Inc. in its US$3.8 billion sale of the Performance Materials division of its materials technologies segment to Evonik Industries AG
• LetterOne Holdings SA, a group of Russian investors led by Mikhail Fridman, in its:
  • US$1.6 billion acquisition of E.ON E&P Norge AS from E.ON Beteiligungen GmbH
  • US$725 million sale of DEA UK Holdings Limited to Ineos AG
• Gilead Sciences Inc. in its acquisition of the Farnesoid X Receptor program for the treatment of liver diseases from Phenex Pharmaceuticals AG
• Ball Corporation aerospace and defense industries in its US$8.4 billion acquisition of Rexam PLC
• BA Glass BV in the multimillion-euro acquisition of HNG Global GmbH
• Coty Inc., a manufacturer of beauty products, in its merger with the fine fragrance, color cosmetics and hair color businesses of The Procter & Gamble Company in a tax-free Reverse Morris Trust transaction
• Mitsui Engineering & Shipping Co., Ltd. in its US$183.6 million acquisition of a 99.4 percent stake in TGE Marine AG
• Archer Daniels Midland Company in its acquisition of Wild Flavors in an all-cash transaction valued at €2.3 billion enterprise value
• Merck KGaA in the:
  • US$17 billion acquisition of Sigma-Aldrich Corporation
  • US$6.7 billion sale of its worldwide generic drugs business to Mylan Laboratories Inc.
• Halder Beteiligungsberatung GmbH in its acquisition of Amoena Medizin-Orthopädie-Technik GmbH
• Visteon Corporation in its US$265 million acquisition of the automotive electronics business of Johnson Controls Inc.
• Cheil Industries Inc. and Samsung Electronics Co. Ltd. in their US$348 million acquisition of a majority stake in Novaled AG
• Excelitas Technologies Corp. in its acquisition of Qioptiq S.a.r.l.
• The Vitol Group in the formation of Varo Energy B.V., a joint venture with The Carlyle Group LP, to create a major midstream energy group across northwest Europe
• the management of HSE24 in connection with HSE24’s sale by AXA Private Equity to funds advised by Providence Equity Partners LLC and in their re-investment in the company. This transaction was named Private Equity Deal of the Year for 2012 at the 2013 IFLR European Awards
• GSI Commerce, Inc. in its US$8.2 million acquisition of a 12 percent stake in Intershop Communications AG. The acquisition was part of a strategic distribution agreement between GSI and Intershop
• BlackRock, Inc. in its US$20 billion acquisition of Barclays Global Investors from Barclays Bank PLC. The transaction created the world’s largest asset management firm, operating under the name BlackRock Global Investors, with combined assets under management of over US$3.2 trillion
• Sundram Fasteners Limited in the acquisition and later disposition of Peiner Umformtechnik GmbH
• Deutsche Bank AG in its acquisition of the Global Agency Securities Lending business of Dresdner Bank AG from Commerzbank AG
• NTT Communications Corporation in its US$106 million acquisition of Integralis AG by way of public takeover offer
• Permira Funds in the US$2.3 billion sale of Jet Aviation Holding AG by Dreamliner Lux S.a.r.l. (a company controlled by Permira Funds) to General Dynamics Corporation. This was named European Deal of the Year by Buyouts magazine
• Evonik Industries AG in the divestiture of all shares of Ruetgers Chemicals GmbH to Triton Beteiligungsberatung GmbH
• UCB S.A. in its US$5.6 billion acquisition via a tender offer of Schwarz Pharma AG

Dr. Horbach’s selected experience in the banking and corporate finance area includes advising, among others:

• J.P. Morgan in the financing of Deutsche Annington Immobilien SE’s €3.9 billion public takeover bid for all of the outstanding shares in GAGFAH S.A. The financing comprised, among other things, a syndicated bridge facilities agreement to fund the cash consideration of the shares in GAGFAH and to refinance certain existing financial indebtedness of GAGFAH. The combination of Deutsche Annington and GAGFAH created the second-largest listed real estate company in continental Europe with a portfolio comprising around 350,000 residential units
• Ball Corporation in the amendment and extension of an existing senior secured credit facility with a new US$1.2 billion senior secured credit facility extending the maturity to 2018
• UCB SA in the acquisition financing of its US$2.1 billion acquisition of Ra Pharmaceuticals, Inc.
• Eco-Bat Finance PLC, a subsidiary of Eco-Bat Technologies Limited in its €300 million private high-yield offering of 7.75% senior notes due 2017
• Insight Enterprises, Inc. in connection with its US$350 million senior secured credit facilities and secured floorplan loan facility
• MAHLE Metal Leve S.A. and its parent company, MAHLE GmbH, in a US$198 million Rule 144A/Regulation S secondary follow-on offering of common shares of MAHLE Metal Leve on the São Paulo Stock Exchange
• J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. as syndication agent and as a lender, and Bank of America, N.A. as administrative agent in connection with a US$225 million senior secured incremental term loan facility for Novelis Inc. that was provided through an amendment to its existing term loan credit agreement. The proceeds of the incremental term loans were used by Novelis to partially finance its acquisition of a portion of the outstanding minority interests in its Korean subsidiary
• TSO Europe Funds, Inc. in various offerings of units in closed-end funds and asset investments in the aggregate amount of €300 million

Dr. Horbach has also advised the following in connection with restructuring and distressed assets:

• IBS Group Holding Limited in its reorganization through a scheme of arrangement executed through a court process in the Isle of Man
• iesy Hessen GmbH in its comprehensive corporate restructuring
• potential investors in the proposed acquisition of Peguform GmbH
• Shinsei, Loan Star Funds and Citigroup in investments into distressed debt; selected advice under German law in connection with the restructuring of the German Delphi subsidiaries
• German manufacturing entities that are subject to breaches of financial covenants under acquisition finance documents
• restructuring advice to German entities of the CIT Group, Inc., a group of real estate finance entities, British Vita, a group of entities in the foam and textile industry, Hayes-Lemmerz, automotive parts suppliers and others in connection with foreign bankruptcy proceedings (including under Chapter 11 of the US Bankruptcy Code) over parent companies