Shearman & Sterling advised Deutsche Bank AG, London Branch, Goldman Sachs International and UBS Limited, as initial purchasers, in the high yield notes offering by Auris Luxembourg II S.A. (“Auris”) of €275 million 8% Senior Notes due 2023 as part of the financing for the proposed acquisition of Siemens Audiologische Technik GmbH (the “Target”). The offering, which was conducted pursuant to Rule 144A and Regulation S under the US Securities Act, closed into escrow on December 29, 2014. The notes are guaranteed on a senior subordinated basis by Auris Holding GmbH and Auris Luxembourg III S.à r.l. and, upon completion of the acquisition, will also be guaranteed by the Target and certain of its subsidiaries. Auris intends to use the net proceeds of the offering to fund the acquisition price and pay related fees and expenses.
Siemens Audiologische Technik GmbH is the largest global manufacturer of hearing instruments by volume and third largest global manufacturer by revenue with approximately 5,000 employees in Europe, the Middle East, Asia and the Americas.
The Shearman & Sterling team of lawyers in the firm’s London and Washington, DC offices included partner Jacques McChesney (London-Capital Markets), counsel Paul Clews (London-Capital Markets), and associates Joseph Hutchinson and Elena Dzhurova (London-Capital Markets); partner Peter Hayes (London-Finance) and associate Camilla Hunter (London-Finance); partner Kristen Garry (Washington, DC-Tax) and associates Michael Daly (Washington, DC-Tax) and Gabriel Ng (London-Tax); and counsel Mehran Massih (London-Environmental), who advised on environmental aspects.