Shearman & Sterling represented J.P. Morgan Securities plc as the Initial Purchaser in connection with the offering by HP Pelzer Holding GmbH (the “Issuer,” and together with its consolidated subsidiaries, the “HP Pelzer Group”) of €50,000,000 aggregate principal amount of its 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 invest in certificates of deposit to manage interest rates on certain existing debt obligations of the HP Pelzer Group, to fund an intercompany loan to the Issuer’s parent company and for general corporate purposes. The Notes are being issued as additional notes under HP Pelzer’s existing indenture governing its €230 million 7.500% Senior Secured Notes due 2021 issued in July 2014. 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 US Securities Act, closed on February 12, 2015.
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 included Capital Markets counsel Gabrielle Wong and associates Joseph Payne and Morgan Hill. Associate Igor Stermsek advised on English law matters. Partner Esther Jansen and associates Odilo Wallner and Andreas Breu advised on German law matters. Partner Kristen Garry and associate Judy Fischer advised on US tax aspects, while partner Malcolm Montgomery and associate Ted Lamm advised on US real estate aspects. Counsel Mehran Massih advised on environmental aspects. Associate Elena Dzhurova and legal assistants Angeliki Cheimona, Francesca Minoretti and Judith Smit-Haffmans also provided assistance on the transaction.