Michael Kern’s practice focuses on financing, restructuring, bank regulatory and real estate law.

Michael regularly advises lenders and borrowers on all types of financing transactions, including revolving credit facilities, syndicated loans, club loans, secured and unsecured financings, real estate financings, working capital facilities, asset-based loans, and letters of credit. In addition, he advises clients regarding restructurings and insolvency proceedings, real estate transactions, NPL transactions, distressed debt trading transactions, and financing-related as well as bank regulatory questions in connection with capital markets transactions. Finally, Michael regularly advises banks with respect to bank regulatory matters.

Michael joined the firm in 2000 and became a senior attorney in 2006. From 1999 to 2000, he worked as a judge at the Local Court of Hochheim am Main, and from 1998 to 1999, he was an associate at Hengeler Mueller in Frankfurt am Main.

Notable Experiences

Restructuring

  • Certain Chapter 11 debtors and debtors-in-possession in connection with LATAM Airlines Group S.A. and certain of its affiliates securing approval from the Bankruptcy Court for the Southern District of New York to implement alternative dispute resolution procedures to resolve claim disputes

  • Several mezzanine lenders in connection with the out-of-court restructuring of the financing of a German corporate group

  • Raine Capital LLC and Temasek Capital Management Pte. Ltd. on insolvency-related questions in connection with their investment in SoundCloud, a music streaming service

  • Sokolovsko-Sarbaiskoye Mining And Processing Industrial Group, the largest iron ore enterprise in Kazakhstan, in its negotiations with the Eurasian Development Bank in connection with the company’s €95 million structured commodity finance arrangement

  • An international investment bank in connection with the ATU restructuring

  • Several creditors in connection with the restructuring of IVG AG

  • The Hellenic Republic in its sovereign debt restructuring

  • Goldman Sachs as lender in the origination and several restructurings of the €3.6 billion financing secured by properties leased to the department store chain KarstadtQuelle (Arcandor)

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Debt Origination

  • Goodyear on various bank lending, structured finance and factoring transactions

  • ArcelorMittal in a series of Schuldschein loans in a total amount of €725 million

  • DCC Healthcare on financing-related questions in connection with its acquisition of Medi-Globe Group

  • Mercer International on financing-related questions in connection with its acquisition of German Holzindustrie Torgau (HIT) from Deutsche Bank

  • Several mezzanine lenders in connection with the amendment and extension of the financing of a German corporate group

  • OVH Groupe in connection with the refinancing of its financial indebtedness in the context of its initial public offering

  • Latour Capital in connection with the financing of its acquisition of Omni-Pac Group

  • Belron S.A. in several rounds of secured financings

  • Latour Capital in connection with the financing of its acquisition of Solvay’s barium & strontium and sodium percarbonate businesses

  • Aperam in a series of Schuldschein loans in a total amount of €190 million

  • CVC Capital Partners in connection with their initial leveraged buyout financing of the European businesses of the Campbell’s Soup group and subsequent covenant-lite dividend recaps, bolt-ons and refinancing, as well as the exit sale of Continental Foods to GBfoods, a division of Spanish food group Agrolimen

  • Latour Capital and Bpifrance in connection with the financing of their acquisition of the Environment Division of Plastic Omnium

  • Sodiaal International in connection with three series of Schuldschein loan agreements in the total amount of €220 million

  • Biscuit International and Biscuit Holding, portfolio companies of Qualium Investissement, in connection with the financing of their acquisitions of Nieuwko Holding B.V., the head of the Aviateur group in 2019, Arluy S.L.U. and Global Biscuits, S.L.U. in 2018, and A&W Feinbackwaren GmbH in 2017

  • Alpha Group as private equity sponsor in respect of the financing of its acquisition of European insulation materials group Ipcom

  • Oaktree Capital Management and Northwestern Mutual as lenders providing second lien financing to a portfolio company of Clayton, Dubilier & Rice for the acquisition of sausage-skin manufacturer Kalle GmbH

  • Edenred in connection with a series of Schuldschein loan agreements in the total amount of €250 million

  • TPG Capital and other funds in connection with the financing of their acquisition of the Media Broadcast group, following its carve-out from the TDF group

  • The Vita Group in connection with its corporate refinancing including a pan-European factoring facility

  • Kraton Performance Polymers in the establishment of an asset-based revolving credit facility

  • Reichhold Holdings in connection with the extension and refinancing of a secured credit facility

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Bank Regulatory

  • Voya Financial in on financial regulatory questions in connection with a combination agreement with Allianz Global Investors

  • A leading sovereign wealth fund in connection with its investments in regulated entities in Europe

  • Deutsche Bank on the regulatory aspects of various Additional Tier 1, Tier 2 and Eligible Liabilities offerings in past years

  • Amundi on German regulatory matters relating to its acquisition of Pioneer Investment from Unicredit

  • GM on the regulatory aspects of the sale of its European financial operations to PSA Group

  • The International Swaps and Derivatives Association (ISDA), the International Capital Market Association (ICMA), the International Securities Lending Association (ISLA) and the Securities Industry and Financial Markets Association (SIFMA) on all aspects of the ongoing development and implementation of a protocol that would result in adhering parties agreeing to give up certain events of default that arise upon the entry of a systemically important financial institution into resolution proceedings

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Publications

Latest in European Leveraged Finance – Monthly Market Wrap

Consequences of the Disease – Start Worrying Again About German Insolvency Filing Requirements,” Cleary Gottlieb Alert Memo, October 6, 2020

CRR Quick Fix to Facilitate Lending in Response to COVID-19 Adopted,” Cleary Gottlieb Alert Memo, July 2, 2020

Summary of EU and UK Monetary Stimulus, Liquidity Support and Prudential Measures in Response to COVID-19,” Cleary Gottlieb Alert Memo, June 15, 2020

Cure for the Disease – Stop Worrying About German Insolvency Filing Requirements and Continue Trading,” Cleary Gottlieb Alert Memo, April 1, 2020

Fiscal Measures of the German Government in Light of the COVID-19 Pandemic,” Cleary Gottlieb Alert Memo, March 18, 2020

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

The EU Reform of Bank Creditor Hierarchy in the EU,” Revue de Droit Bancaire et Financier No 1, January/February 2018

“Beyond Bail-in: Reform of Bank Creditor Hierarchy in European Union,” International Law Office, January 26, 2018

Contributor to A Practitioner’s Guide to Syndicated Lending, 2nd Edition, Sweet & Maxwell, November 21, 2017 

Strukturiert oder nicht,” Börsen-Zeitung, October 1, 2016

Contributor to “The International Comparative Legal Guide to: Securitisation 2014,” 7th edition, 2014

Events