Ashurst has advised Baader Bank Aktiengesellschaft as Global Coordinator and settlement agent on the successful implementation of the first tranche of a groundbreaking restructuring capital increase of BayWa AG. The transaction structure is the first of its kind, in which a capital increase for restructuring purposes is carried out within the framework of a StaRUG proceeding while maintaining the issuer's stock exchange listing.
As part of the restructuring plan established by BayWa AG, a cash capital increase in two tranches was resolved. In the first tranche, only the two anchor shareholders, Bayerische Raiffeisen-Beteiligungs-Aktiengesellschaft and Raiffeisen Agrar Invest AG, are entitled to subscribe. In the second tranche, the subscription right is granted to all other shareholders.
The subscription price for the new shares was set at EUR 2.79 per share, and the first tranche, with a volume of approximately EUR 125 million, was successfully completed. The second tranche, which is expected to commence in October 2025 following the approval of a securities prospectus, will allow all other shareholders to subscribe for new shares at the same subscription price and at a subscription ratio of 1:2. Any unsubscribed new shares will be offered to institutional investors at at least the subscription price. Baader Bank acts as sole Global Coordinator and is responsible for the settlement of the capital increase.
The transaction was led by Frankfurt-based Corporate Transactions partner Matthias von Oppen, supported by Senior Counsel Gerrit Clasen and Christoph Tornau (all Corporate Transactions). In the area of restructuring, Dr. Karsten Raupach and Dr. Franziska Kramer provided advice. The US Securities aspect was handled by Jeffrey Johnson.
In-house, Baader Bank was legally advised by Mark Oesterwinter and Viktor Maier.
