Manuel Metzner’s practice focuses on M&A, capital markets and financing transactions, as well as on corporate and financial regulatory matters.

Manuel regularly advises on a broad range of M&A, capital markets and financing transactions. Manuel also advises on a broad range of corporate law, corporate governance, management liability, compliance, and disclosure matters, drawing from his experience in corporate finance transactions and financial services.

During his time in Cleary’s New York office, from 2003 to 2004, Manuel focused on private equity and acquisition financing.

Manuel joined the firm in 2000 and became counsel in 2008.

Notable Experience

M&A & Corporate

  • A client in the technology/media sector on a comprehensive dispute regarding commercial agreements and issues related to the potential insolvency of its counterpart.

  • Media-Saturn-Holding in the sale of the assets of 24-7 Entertainment to 7digital Group plc and its equity investment in 7digital Group plc.

  • Media-Saturn-Holding in the acquisition of RTS Elektroniksysteme.

  • Media-Saturn-Holding with respect to its investment in my-xplace, the spin-off of my-xplace from xplace, and the sale of the shareholding of my-xplace in Locafox to simply local Beteiligungs GmbH.

  • ArcelorMittal in the sale of its stake in DHS-Dillinger Hütte Saarstahl.

  • The Interpublic Group of Companies in the sale of NFO Worldgroup.

  • Q-Cells in the sale of its holding in REC.

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Capital Markets

  • The underwriters in the IPOs of centrotherm photovoltaics, Conergy, Siltronic, SMA Solar Technology and in two capital increases of Volkswagen.

  • Deutsche Postbank in its IPO, a subsequent capital increase, the issue of tier 1 instruments and its Debt Issuance Program.

  • Deutsche Post in its listing of shares on the Frankfurt Stock Exchange and the issue of an exchangeable bond.

  • Q-Cells in its IPO, a subsequent capital increase, several block trades and several issues of convertible bonds.

  • The underwriters in the issue of convertible bonds by adidas, Klöckner, Südzucker and TUI, and Qimonda on the issue of its U.S. dollar-denominated convertible bond.

  • Mexico, Uruguay and other sovereign issuers in their exchange offers.

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  • A foreign issuer on the issue of a Schuldschein.

  • ArcelorMittal on the issue of a Schuldschein.

  • An automotive supplier on the potential insolvency of an affiliate.

  • Goodyear on the German law aspects of its refinancing and renewal of its syndicated loan facility.

  • The second-lien lenders on the restructuring of a German company and the amendment of its syndicated loan facility.

  • Mercer on its refinancing and renewal of its syndicated loan agreement.

  • Juke on the subscription of convertible notes issued by 7digital.

  • De Banketgroep, a portfolio company of Qualium Fund, in the financing of its acquisition of A&W Feinbackwaren GmbH. 

  • Belron S.A. in its senior secured credit facilities. 

  • Private equity sponsor Alpha Group in the financing of its acquisition of European insulation materials group Ipcom. 

  • Stanley Black & Decker on certain financing matters relating to the $725 million sale of the majority of its mechanical security business to dormakaba.

  • Media-Saturn-Holding in various financing transactions relating to its participations.

  • Q-Cells in a syndicated loan and the related refinancing.

  • TPG in the financing of its acquisition of Kraton Polymers and the financing of bids for several other targets.

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Regulatory / Compliance / Management Liability

  • Amundi in regulatory matters relating to its acquisition of Pioneer Investment from Unicredit and in the reorganization of its German asset management business.

  • GM in regulatory matters relating to the sale of its European Opel/Vauxhall automotive business and its European financial operations to PSA Group.

  • A wealth fund in its acquisition of regulated entities in Germany. 

  • Blackstone in regulatory matters. 

  • TPG and other sponsors in regulatory matters relating to, inter alia, the establishment and marketing of various funds in Europe.

  • Rothschild in bank regulatory matters in connection with a group reorganization.

  • General Atlantic and Warburg Pincus in regulatory matters in connection with an intended acquisition of an indirect stake in a German asset manager.

  • A German credit institution in various compliance and management liability matters.

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The EU Prospectus Regulation and German “Implementing” Legislation – More Flexibility for Issuers, Tougher Sanctions and a More Powerful Regulator,” Cleary Gottlieb Alert Memo, March 8, 2019 (with Gabriele Apfelbacher, Valentin Pfisterer, and Claudius Straub)

The New Prospectus Regulation – The Story So Far,” Cleary Gottlieb Alert Memo, March 7, 2019 (co-author)

“Authorizations for Capital Raisings and Convertible Bond Issues,” November 27, 2018 (with Gabriele Apfelbacher and Claudius Straub)

Schuldschein Forecast – Rain or Shine?” Cleary Gottlieb Alert Memo, March 9, 2018

The German Transparency Register: Disclosure of Ultimate Beneficial Ownership in German Companies” Cleary M&A and Corporate Governance Watch Blog, February 13, 2018

 Authorizations for Capital Raisings and Convertible Bond Issues, December 4, 2017 (with Gabriele Apfelbacher)

“Frankfurter Kommentar zum WpPG und EU-ProspektVO,” dfv Mediengruppe, (Editors Dr. Carsten Berrar, Dr. Andreas Meyer, Cordula Müller, Dr. York Schnorbus, Dr. Bernd Singhof, Dr. Christoph Wolf), 2nd edition 2017 (with Richard Bauer, Okko Hendrik Behrends, Dr. Thomas Kopp, Dr. Mark K. Oulds, Dr. Oliver Seiler and Tilman Wink)

“Transformation of European Capital Markets Law-Challenges for Asset Managers,” Banking Law Journal, October 2016 (with Valentin Pfisterer)

“Auf dem Weg zu einem europäischen Regelwerk für darlehensvergebende Fonds?” Recht der Finanzinstrumente (RdF), Number 3, 2016 (with Valentin Pfisterer)

“Direct Lending by Funds: Transformation of the Legal Regimes in Europe,” The Banking Law Journal, September 2016 (with Carlo de Vito Piscicelli, Amélie Champsaur, Fabio Saccone, Robin Barriere and Valentin Pfisterer).

“What the AIFMD Passport Means for US Funds,” IFLR, September 14, 2016 (with Valentin Pfisterer).

Angepasst, aber auch angemessen?Börsen-Zeitung, July 2016 (with Gabriele Apfelbacher).

Marketing Funds in Germany may soon be more difficult,” Law360, July 2016 (with Valentin Pfisterer).

“Debt Capital Markets 2016—Germany,” Getting the Deal Through, May 2016 (with Gabriele Apfelbacher).

Direct Lending in Europe: Recent Developments,” Oxford Business Law Blog, March 14, 2016 (with Carlo de Vito Piscicelli, Amélie Champsaur, Fabio Saccone, Robin Barriere and Valentin Pfisterer).

“Germany Relaxes AIF Lending Rules,” IFLR, October 2015 (with Valentin Pfisterer).

“Mitglied im Aufsichtsorgan eines Kreditinstituts im Jahr 2013,” Die Aktiengesellschaft, Issue 21, November 2013, pp. 773-789 (with Gabriele Apfelbacher).

“Rechtliche Aspekte der Finanzierung des Rückkaufs von Wandelschuldverschreibungen durch vorherige Kapitalerhöhung oder Emission neuer Wandelschuldverschreibungen,”Die Aktiengesellschaft, Issue 23, December 2012, pp. 856-867 (with Thomas Kopp).

“Rückkauf von Wandelschuldverschreibungen,” Börsen-Zeitung, March 2009 (with Felix Müller).

“Das Wertpapierprospektgesetz in der Praxis—Eine erste Bestandsaufnahme” (co-author: Gabriele Apfelbacher). BKR (Zeitschrift für Bank- und Kapitalmarktrecht), p. 81 et seq, March 2006.