Capital Markets

Capital Markets

Attracting capital through equity, loan capital or alternative forms of finance requires a thorough knowledge of the sector and legal knowledge of national and international capital market transactions. Houthoff's Capital Markets Team has a proven track record in this area.

Our capital market specialists work closely with our experts in a range of fields, including M&A, finance and financial supervision. The majority of capital transactions we assist with are cross-border, and this has given us in-depth expertise in the interaction between Dutch and American securities legislation. We work closely with leading law firms around the world for all other international issues. Our Capital Markets Team always seeks to push the boundaries further for our clients and delivers future-proof solutions.

  • recommendation people shaking hands
    Clients laud the team's "in-depth specialist knowledge and hands-on mentality in dealing with matters," adding that they are "very responsive" and "ensure that all considerations are being explored."
    Chambers Europe, Capital Markets: Equity (2018 Edition)
  • recommendation people shaking hands
    Sources also highlight the department's "very high capabilities" and "commitment to the project."
    Chambers Europe, Capital Markets: Equity (2018 Edition)
  • recommendation people shaking hands
    Recommended
    Legal 500, Capital Markets: Debt (2018 Edition)
  • recommendation people shaking hands
    The ‘hardworking’, ‘knowledgeable and always available’ team at Houthoff handles complex, cross-border ECM work. 
    Legal 500, Capital Markets: Equity (2018 Edition)
  • recommendation people shaking hands
    "Houthoff Buruma’s ‘very responsive’ department has ‘good industry knowledge’."
    Legal 500, Capital Markets: Equity (2017 Edition)
  • recommendation people shaking hands
    Recommended
    Legal 500, Capital Markets: Debt (2017 Edition)
  • recommendation people shaking hands
    "Houthoff Buruma's 'solid' department is praised for its 'excellent response times and business acumen'."
     
    Legal 500, Capital Markets (2016 Edition)

EQUITY CAPITAL MARKETS

An initial public offering (IPO) needs to be prepared and carried out with care. Our Equity Capital Markets Team has in-depth knowledge and experience of listing Dutch and foreign companies on Euronext Amsterdam, NYSE, NASDAQ and the London Stock Exchange. Our Equity Capital Markets team advises issuers, shareholders and underwriters on matters relating to IPOs, rights issues, share issues, private placements and share buy-back programmes. With its thorough knowledge of the latest developments, the Equity Capital Markets team guides clients through each phase of the process and ensures that they are and remain compliant with current and amended laws and regulations.
 

DEBT CAPITAL MARKETS

The way in which businesses organise their financing arrangements will depend heavily on their specific needs. Our Debt Capital Markets Team assists in setting up the right legal structure for our clients' business operations. We can help you decide between various options, such as stand-alone bond issues or bank-bond finance. Our Debt Capital Markets Team was one of the pioneers in advising Dutch companies on private placements (USPPs) and as a result has direct knowledge and experience of the particular matters that concern issuers of these products. In addition, the Debt Capital Markets Team supports and assists banks with all other kinds of debt capital structures, such as High Yield Notes. In view of the cross-border nature of most of these financing transactions, we always work closely with the top experts in other jurisdictions.  
 
  • Houthoff advised the underwriters (Citigroup, Deutsche Bank, Société Générale, Raiffeisen and WOOD & Company) on the IPO of Netherlands-based Digi Communications N.V. on the Regulated Spot Market of the Bucharest Stock Exchange. Digi Communications is the controlling shareholder of RCS & RDS S.A., a leading provider of telecommunication services in Romania and Hungary. The IPO comprised an offer of class B ordinary shares by existing shareholders. Each class B ordinary share confers the right to cast one vote. The company also has class A ordinary shares which did not form part of the offer and which are not admitted to trading. Each class A ordinary share confers the right to cast ten votes. The class B ordinary shares have the same dividend rights as the class A ordinary shares. The shares were admitted to trading on 16 May 2017.
  • Houthoff advised Reggeborgh on the IPO of Koninklijke VolkerWessels on Euronext Amsterdam and advised both Reggeborgh and Koninklijke VolkerWessels on all governance-related matters. This included the preparation of the articles of association, the rules of the management board, the supervisory board and its committees, policies, the relationship agreement and the IPO decision-making. VolkerWessels is a market leading construction company operating primarily in the Netherlands, the United Kingdom, Germany and North America. Reggeborgh, which is wholly owned by the Wessels family, is still a majority shareholder. The Wessels family intends to become a long-term minority shareholder of VolkerWessels over time. VolkerWessels was listed on Euronext on 12 May 2017. Reggeborgh sold 25 million shares (31.25%), valuing the company at EUR 1.84 billion. This IPO was the largest in Europe to date in 2017 (outside of technology listings).
  • Houthoff advised Yealink Network Technology Corp Ltd on the Dutch law aspects of its successful IPO on the Shenzhen Stock Exchange. Founded in 2001, Yealink is a leading global unified communication (UC) terminal solution provider that primarily offers video conferencing systems and voice communication solutions.
  • Advised Teekay Offshore Partners L.P. in connection with a public offering of up to USD5.75 million 8.50% Cumulative Redeemable Preferred Units.
  • Advising TMF on its € 65 million tap issue of its 2012 bond issuance. This notes issue consisted of € 45 million senior secured notes and € 20 million senior notes in addition to its original € 405 million notes issuance. TMF is a leading global provider of high value business services to clients operating and investing globally.
  • Advising Ardshinbank on its € 100 million high yield notes issue and credit facility.
  • Advising Motherson on its additional € 100 million high yield notes issue and several additional bilateral credit facilities.
  • Advised publicly listed investment fund Value8 on all of its capital markets transactions including its reverse acquisition of Source Group, a publicly traded parent company of a group of companies that focuses on managing contracts of external personnel and the mediation of IT professionals, and its takeover acquisition of health care company Kersten Next B.V., a Dutch specialist in mobility, health care and communication devices for both private and business customers.
  • Houthoff advised Refresco Gerber NV's Board of Directors on the application to admit Refresco Gerber’s shares to listing and trading on Euronext Amsterdam. Refresco Gerber is the leading European bottler of soft drinks and fruit juices for retailers and A-brand owners. The initial public offering consisted of a primary offering of newly issued ordinary shares, and a secondary offering, consisting of ordinary shares which were held by the current shareholders. The shares were listed at an offer price of EUR 14.50 euro per share, valuating Refresco Gerber’s equity at an amount of EUR 1,176.8 million as per the offering.
  • Assisting Petróleo Brasileiro - Petrobras and its subsidiaries, as well as former directors, in respect of a Dutch class action threatened by the Dutch foundation named Stichting Petrobras Compensation Foundation representing non-US investors in securities issued by Petróleo Brasileiro - Petrobras and Petrobras Global Finance B.V.
  • Advised LM Wind Power on its additional issuance of NOK475 million senior secured floating rate due 2020 and its credit facilities. These notes were issued in addition to it EUR130 million notes due March 2019.
  • Advised Goodyear on its EUR 250 million eight year high yield senior unsecured notes issuance. Goodyear is a market leader in the manufacture, distribution and sale of tires for global distribution markets and engages in automotive, vehicle parts, rubber and polymer-related businesses.
  • Advised Teekay Corporation in connection with an offering of 8.50% Senior Notes due 2020 in a principal amount of USD200 million.
  • Advised Entertainment One on its GBP285 million senior secured notes issuance and amended credit and guaranty facility. Entertainment One is a leading international entertainment company specialising in the acquisition, production and distribution of film and television content.
  • Houthoff, jointly with Skadden, represented TMF and the sellers in relation to both the proposed IPO on the London Stock Exchange and the eventual sale of the entire issued share capital of TMF Group to funds advised by CVC Capital Partners. The enterprise value of the transaction is EUR 1.75 billion, and the transaction is scheduled to close during the first half of 2018 subject to receipt of customary regulatory and competition approvals. Given the sale to CVC Capital Partners, the IPO will no longer proceed.
Jetty Tukker

Key Contact

Amsterdam
Advocaat | Partner
+31 20 605 65 18
+31 6 5339 7433
Alexander Kaarls

Key Contact

Amsterdam
Advocaat | Partner
+31 20 605 61 10
+31 6 5165 9263
Jessica Terpstra

Key Contact

London
Advocaat | Partner
+44 207 422 50 42
+44 793 250 73 92
Bastiaan Siemers

Key Contact

Amsterdam
Advocaat | Counsel
+31 20 605 69 76
+31 6 5106 0978