Noerr advises Flowers on successful privatisation of HSH Nordbank


Noerr has acted as lead counsel in advising J. C. Flowers & Co. on its acquisition of shares in HSH Nordbank AG which was closed today. This comprised successfully concluded negotiations with different stakeholders such as minority shareholders, the ECB, the EU and on the transition from the institutional guarantee of the German Savings Banks and Giro Association (Deutscher Sparkassen- und Giroverband) to the deposit protection fund of private banks. This marks the first time that a state bank has been successfully privatised.

Together with Cerberus Capital Management, funds advised by J. C. Flowers & Co. have as independent investors taken over HSH Nordbank . Further investors are the investment companies Golden Tree and Centaurus Capital as well as Austrian Bawag P.S.K. The acquisition, which had been announced in February, has been subject to a number of conditions precedent prior to the present closing. For example, the state parliaments of Hamburg and Schleswig-Holstein, the EU Commission and the European Banking Supervisory Authority had to approve the transaction. In addition, a settlement between the German Savings Banks and Giro Association and the Association of German Banks (Bundesverband deutscher Banken) was necessary for the smooth transition of HSH Nordbank from the public bank guarantee system to the deposit protection fund of private banks. After a three-year transition period, this change is to take place under certain conditions on 1 January 2022.

As before the signing of the transaction, J.C. Flowers again sought advice on this complex case up to the closing from Noerr and a team led by Volker Land, co-head of the Noerr’s Hamburg office and a specialist in banking M&A. Acting as lead counsel, Noerr advised J.C. Flowers comprehensively and supported the investor in the different negotiations in particular regarding the fulfilment of the conditions of the deal including amongst others on further share transfers from minority shareholders, the ECB approval, the EU approval, the extension of the transitional membership in the institutional guarantee scheme of the German Savings Banks and Giro Association and the inclusion of HSH Nordbank in the deposit protection fund of private banks.

Advisors to J.C. Flowers & Co.: Noerr LLP

Dr Volker Land (team lead, Corporate/M&A), Dr Stephan Schulz (capital markets law, both Hamburg), Dr Jens H. Kunz (financial supervisory law, Frankfurt), Jessica Hallermayer (capital markets law, Hamburg), Helge Heinrich (state aid law, Munich)

Associates: Dr Sarah Götze, Vanessa Wüsthoff, Dr Anca David, (all Corporate/M&A, Hamburg), Dr Karl-Alexander Neumann, Dr Stephan Reiss (banking supervisory law, Hamburg/ Frankfurt), Klaudyna Lichnowska (Banking & Finance, Frankfurt)