Ward A. Greenberg’s practice focuses primarily on international capital markets transactions, liability management, and mergers and acquisitions.

His focus in the equity area includes IPOs, equity carve-outs and spin-offs, capital increases, stock exchange listings, and other equity-related transactions. With respect to debt transactions, he focuses on high-yield issues, structured debt, and bank hybrid products. Ward’s experience includes transactions registered with the U.S. Securities and Exchange Commission as well as those sold to U.S. institutional investors or solely on the Euromarkets. He also advises numerous German companies on U.S. securities law matters on an ongoing basis. In the mergers and acquisitions area, Ward’s practice in Germany focuses on cross-border transactions involving U.S. acquirers or targets on cross-border joint ventures and on the U.S. aspects of international public deals.

Ward joined the firm in 1989 and became a partner in 1998. From 1995 through 1997, he was resident in the New York office and in 1998 and 1999 in the London office.

Notable Experience

Selected Capital Markets Experience

  • Deutsche Bank in its $500 million Tier 2 notes offering and in its $1.25 additional Tier 1 offering.

  • The underwriters in several offerings of Nordic Investment Bank in the aggregate amount of several billion U.S. dollars.

  • Commerzbank in the re-establishment of a $40 billion 144A MTN program.

  • The underwriters in the Regulation S/Rule 144A €380 million initial public offering of Siltronic AG, a subsidiary of WACKER Chemie AG.

  • Deutsche Bank in its €8 billion, €8.5 billion, €3 billion, and €10.2 billion capital increases.

  • Deutsche Bank, as selling shareholder, in the €6.5 billion IPO of DWS (formerly Deutsche Bank Asset Management).

  • Deutsche Bank in an exchange offer for up to $4.5 billion of outstanding 144A notes for a like principal amount of SEC-registered notes and a concurrent cash tender offer to purchase up to $1 billion 144A notes.

  • The underwriters in the re-IPO of Pfleiderer Grajewo S.A., following a complex restructuring of the German Pfleiderer Group.

  • The listing and placement agents in the dual listing and private placements of Evonik Industries AG to German and international institutional investors.

  • Deutsche Telekom in the $1.25 billion, $1.75 billion, $3.5 billion, and $2.75 billion Regulation S/Rule 144A Yankee bond offerings issued by Deutsche Telekom International Finance B.V. and guaranteed by Deutsche Telekom AG; in the $2.5 billion revolving credit facility for its U.S. publicly traded subsidiary T-Mobile US; and in the $2 billion and $1.5 billion Regulation S/Rule 144 A bond offerings by its Dutch finance subsidiary.

  • The respective underwriters in Volkswagen’s €2 billion and €4.2 billion capital increases and in several Regulation S/Rule 144A bond offerings of Volkswagen in the aggregate amount of $18.35 billion.

  • The dealer manager in Deutsche Lufthansa’s offer of a cash incentive payment to the holders of the outstanding €234.4 million senior exchangeable notes of Lufthansa Malta Blues, a Maltese finance subsidiary of Deutsche Lufthansa, to exchange their notes for common shares of JetBlue Airways, as well as the underwriters in the preceding Rule 144A exchangeable bond offering by Lufthansa Malta Blues LP.

  • The initial purchasers and additional financial institutions in the Regulation S/Rule 144A offering of $7 billion fixed- and floating-rate notes issued by Bayer US Finance LLC and guaranteed by Bayer AG. The bonds constitute part of the financing for Bayer’s acquisition of the OTC pharmaceuticals business of Merck & Co.

  • Commerzbank in its €2.5 billion rights offering; in the U.S. and financial disclosure aspects of a two-step, €11 billion capital raising transaction consisting of the issuance of Conditional Mandatory Exchangeable Notes (CoMEN) and a follow-on rights offering; and with respect to the U.S. and financial disclosure aspects of its €626 million capital increase.

  • Elster Group and its majority shareholder Rembrandt Holdings in the $240 million Regulation S/Rule 144A offering of Elster’s ADSs by Rembrandt and in its $242.2 million IPO.

  • Qimonda in the $546 million IPO of Qimonda shares on the New York Stock Exchange.

  • ESCADA in a €200 million high-yield bond offering and €90 million syndicated loan, and in its 2009 financial restructuring and recapitalization plan.

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Selected M&A Experience

  • Publicis Groupe in its acquisition of Pixelpark AG, conducted through a public tender offer by Publicis’ wholly owned subsidiary, MMS Germany Holdings GmbH.

  • Qimonda in the sale of its stake in the Taiwanese joint venture Inotera Memories to Micron Technology.

  • HMD Partners and DIH Deutsche Industrie-Holding in the acquisition of SinnLeffers and its real estate assets from KarstadtQuelle by an investor group.

  • Deutsche Post in its £3.8 billion acquisition of Exel.

  • HypoVereinsbank in the business combination with the Italian bank UniCredit.

  • UBS as financial advisor in Porsche’s takeover bid for VW.

  • Citigroup Financial Products Inc. in the formation of a consortium for the acquisition of a German real estate loan portfolio from Hypo Real Estate Bank AG.

  • Bayer AG with respect to the U.S. securities laws aspects of Bayer’s spin-off of LANXESS AG and the listing of LANXESS shares on the Frankfurt Stock Exchange.

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SELECTED ACTIVITIES

  • Teaching Assignment (Capital Markets), Institute for Law and Finance, Goethe-University

Publications