Commerzbank in €11 Billion Capital Measures

June 6, 2011

Cleary Gottlieb advised Commerzbank on the U.S. aspects of and the financial disclosures in relation to a two-step, €11 billion capital raising transaction consisting of the issuance of Conditional Mandatory Exchangeable Notes (CoMEN) and a follow-on rights offering. The transaction closed on June 6.

In the first step, the CoMEN were issued and, after a shareholders’ meeting in which the necessary capital was authorized, exchanged for Commerzbank shares that the German Financial Market Stabilization Fund (SoFFin) received upon conversion of a portion of its silent participation interest in the bank. These new shares then were eligible to participate in the second-step rights offering.

Commerzbank used the proceeds of the two-step transaction to repay a substantial portion of the funds the bank had received from the German federal government during the financial crisis.

The transaction was the largest share issue of a German bank since the capital increase of Deutsche Bank in September 2010, in which Cleary Gottlieb also represented the issuer.