Shearman & Sterling represented J.P. Morgan Securities plc and UniCredit Bank AG as the Initial Purchasers in connection with the offering by HP Pelzer Holding GmbH (the “Issuer”, and together with its consolidated subsidiaries, the “HP Pelzer Group”), of €230,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2021 (the “Notes”). The net proceeds from the issue and sale of the Notes will primarily be used to refinance existing debt obligations of the Issuer and acquire new assets. The Notes will be senior secured obligations of the Issuer and will be guaranteed by certain subsidiaries of HP Pelzer Holding GmbH. The offering, which was conducted pursuant to Rule 144A and Regulation S under the U.S. Securities Act, closed on July 31, 2014.
The HP Pelzer Group is a worldwide leader in the design, engineering and manufacturing of acoustic and thermal components for the automotive sector. The Group has production facilities and research & development facilities in 18 countries and sells its products to clients in 35 countries across Europe, Asia, the Americas and Africa. Its customers include Volkswagen, General Motors, BMW, Daimler and Ford, among others.
The Shearman & Sterling team of lawyers in the firm’s London and Frankfurt offices was led by Capital Markets partner Apostolos Gkoutzinis and included counsel Rebecca Marques, and Gabrielle Wong, associates Ellen Shiels, Joseph Payne, Arthur Ravignon, and Kely Pesketzi. Finance partner Mei Lian and associates Igor Stermsek and Sedina Aidam advised on English law matters. Partner Esther Jansen and associates Odilo Wallner and Andreas Breu advised on German law matters and Astrid Mayer on German tax matters. Partner Kristen Garry and associate Judy Fischer advised on U.S. tax aspects of the transaction. Counsel Mehran Massih advised on the environmental aspects of the transaction. Associates Joji Ozawa, Randy Nahlé, trainee Lois Howarth and summer associate Shawn Dogra also provided assistance on the transaction.