Latham Advises Syndicate of Banks on Douglas’ IPO
Latham & Watkins has advised the syndicate of banks on the IPO of Douglas AG on the Frankfurt Stock Exchange with an offer size of around €890 million. A total of approximately 34 million shares were placed at an offer price of €26.00, thereof approximately 32.7 million newly issued shares and approximately 1.5 million existing shares of its shareholder Kirk Beauty International S.A. (Kirk Beauty), a holding company majority-owned by funds advised by global private equity firm CVC Capital Partners as well as the Kreke family. This placement of existing shares allows participants in management equity programs to cover tax obligations in connection with the IPO. The shares of Douglas commenced trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on March 21, 2024.
In the context of the IPO, Kirk Beauty will make a €300 million equity injection into the capital reserves of Douglas AG. Kirk Beauty has entered into a margin loan facility with certain lenders advised by Latham & Watkins to finance this equity injection as well as the purchase price relating to the acquisition of shares (if any) purchased by the stabilization manager following the offering, which Kirk Beauty International S.A. has agreed to repurchase under a put option granted to the stabilization manager.
Following completion of the IPO, Douglas AG will refinance and significantly reduce its financial indebtedness. In the context of the IPO, Douglas AG as borrower has entered into a new €1.6 billion term and revolving credit facilities agreement with a consortium of lenders advised by Latham & Watkins.
In connection with the IPO, Citigroup and Goldman Sachs acted as Joint Process Banks, Joint Global Coordinators, and Joint Bookrunners. Deutsche Bank, UBS, and UniCredit served as additional Joint Global Coordinators and Joint Bookrunners. BNP Paribas, CVC Capital Markets, and Jefferies also acted as Joint Bookrunners. Intesa Sanpaolo, LBBW, and RBI acted as Co-Lead Managers.
The Latham & Watkins team was led by Frankfurt partners Oliver Seiler and David Rath, with London partner Ryan Benedict and Frankfurt associates Isabel Willius and Laura Neumann as well as Milan capital markets lawyer Irene Pistotnik. Advice on the margin loan was provided by a team led by London partner Jeremy Green, with associate Josh Gabriel; and on corporate matters by Hamburg partner Dirk Kocher, with Düsseldorf associate Steffen Augschill. A team led by Frankfurt partners Alexandra Hagelüken and Sibylle Münch advised the consortium of lenders on the comprehensive debt refinancing, with Munich partner Ulf Kieker, who provided tax advice, and Munich associate Julia Bräuer.