Dorothee Fischer-Appelt

Dorothee Fischer-Appelt

Shareholder

Dorothee Fischer-Appelt is a New York and English-qualified shareholder with 20 years' experience in international capital markets and M&A transactions. She represents companies, financial institutions and selling shareholders in connection with international equity and debt capital markets transactions, including IPOs, secondary equity offerings, structured equity offerings, convertibles, warrants, block trades, high yield offerings, Rule 144A debt offerings, covered bonds, exchange offers and consent solicitations.

Dorothee practiced with a leading firm in New York from 1997-2003 before re-locating to London and worked on numerous SEC-registered equity and debt offerings during that time and counselled several large U.S. companies on their ongoing reporting obligations. She is also experienced advising on M&A transactions and finance related restructurings. She advises clients from a broad range of industries, including banking and insurance, life sciences, real estate and industrials. She has been practicing as a partner since 2006. Her recent experience includes:

  • Representing Citigroup International and Raiffeisenbank International AG on the $500 million debut issuance of 7.125% notes of the Republic of Tajikistan.
  • Representing Nomad Foods Limited, the NYSE-listed parent company of the Birds Eye, Iglo and Findus companies, on a EUR 400 million offering of high yield senior secured notes listed on the Luxembourg Stock Exchange in May 2017.   
  • Representing Alior Bank on its Rule 144A rights offering on the Warsaw Stock Exchange to finance the acquisition of BPH’s core banking business from GE in June 2016.
  • Representing the German Pfleiderer Group on its re-IPO on the Warsaw Stock Exchange, involving a complex corporate reorganization and high yield note consent solicitation in January 2016.

Expertise

Erfahrung

  • Advised PLDT Inc., the largest telecommunications company in the Philippines (PLDT), on its participation in the share buyback programme of DAX-listed Rocket Internet SE. PLDT's subsidiary PLDT Online Investments Pte Ltd. was an anchor participant in the programme and offered 6.8 million shares to Rocket Internet for a purchase price of 163.2 million Euros.
  • Represented leading South African insurer Sanlam in its placing of 65.5 million new shares for 5.7 billion rand ($490 million) by way of an accelerated bookbuild process to institutional investors. The share offering is intended to help fund Sanlam’s joint acquisition of Moroccan company SAHAM Finances, together with its insurance subsidiary Santam Ltd, as part of a plan to become a pan-African insurance group. J.P. Morgan and Deutsche Bank were acting as joint global coordinators and joint bookrunners.
  • Advised AlzChem AG, a vertically integrated specialty chemicals producer with leading positions in selected niche markets, on its proposed IPO on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange including a Rule 144A offering, which was postponed in February 2017.
  • Advised Numis Securities on the £200m IPO of Luceco plc on the main market of the London Stock Exchange, including a U.S. private placement.
  • Represented Alior Bank on its  PLN 2.2bn rights offering on the Warsaw Stock Exchange  to finance the acquisition of BPH’s core banking business from GE in June 2016, including a Rule 144A offering, the largest public offering on the WSE since 2013.
  • Represented the German Pfleiderer Group on its re-IPO on the Warsaw Stock Exchange, including a Rule 144A offering of selling shareholder shares and new shares, which involved a complex corporate reorganization and high yield note consent solicitation.
  • Advised German Probiodrug AG, a biotech company listed on the Euronext Amsterdam, on two share capital increases, including Rule 144A offerings.
  • Advised on numerous high profile German, Austrian and Swiss Rule 144A rights offerings involving, for example, the following issuers: Conergy AG, Erste Bank, Lufthansa, Munich Re, EFG International, HVB, Deutsche Telekom, KarstadtQuelle, as well as IPOs, including Tipp24 and SRTechnics (sold in a trade sale).°
  • Provided UK and U.S. advice to an Italian financial investment company and its Luxembourg subsidiaries as selling shareholders on the sale of part of the majority of their stake in a Polish bank, the largest IPO on the Warsaw Stock Exchange in 2012 and the largest IPO of a bank in Europe in 2012.°
  • Acted for a large Singapore listed Chinese shipbuilding enterprise on its issuance of 330,000,000 warrants under English law.°
  • Advised the majority shareholder of a Russian construction group in a secondary sale of approx. £125 million aggregate amount of global depositary receipts (GDRs) by way of block trade.°
  • Advised a Saudi telecom company in connection with its $80 million IPO on the Tadawul (Saudi Stock Exchange).°
  • Advised a Dutch holding company with operating subsidiaries in Bulgaria and Romania, a leading consumer electronics wholesale and retail group, in connection with its proposed IPO and listings on the Bulgarian and Romanian stock exchanges and listing of GDRs on the LSE.°
  • Acted for more than a dozen large US and international insurance companies on the purchase of an aggregate of $670 million of Senior Secured Notes issued by a global ports terminal operator, in its inaugural U.S. private placement of Notes.
  • Acted for Citigroup International and Raiffeisenbank International AG on the $500 million debut issuance of 7.125% notes of the Republic of Tajikistan.
  • Acted for Nomad Foods Limited, the NYSE-listed parent company of the Birds Eye, Iglo and Findus companies, on a EUR 400 million offering of senior secured notes listed on the Luxembourg Stock Exchange, with Deutsche Bank, Credit Suisse Europe, Goldman Sachs International and UBS Limited acting as global coordinators.
  • Acted for more than a dozen large U.S. and international insurance companies on the purchase of an aggregate of $400 million of Notes issued by a UK manufacturing company in its inaugural U.S. private placement of Notes.
  • Represented the global coordinators on the inaugural issuance of the $1 billion public sector Pfandbriefe (covered bonds) from a German public sector bank in October 2012, the first time a German bank issued a covered bond to U.S. institutional investors pursuant to Rule 144A in almost 10 years.°
  • Acted for the global coordinators on the second Rule 144A covered bond offering of a German public sector bank in October 2013.°
  • Acted for the financial advisor in connection with the restructuring of the high yield Notes governed by New York law issued by a Polish industrial company, involving a scheme of arrangement and issuance of new high yield notes (2013).°
  • Represented a U.S. insurance company on the purchase of GBP 100,000,000 of Floating Rate Perpetual Preferred Callable Securities issued by a UK based privately held insurance company, structured to comply with the FSA’s General Prudential Rules for Upper Tier 2 securities of insurers and the requirements for Tier 2 securities under the EU’s Solvency II Directive.°
  • Represented a Dutch real estate investment company in connection with the U.S. financing of the purchase and lease-back of Royal Philips Electronics' high tech campus funded through a $450 million U.S. private placement in the form of Credit-Tenant Lease Notes.°
  • Represented the global coordinators on the inaugural SEC registered debt offering of an aggregate of $750 million of notes of a global Swiss agribusiness.°
  • Advised one of the largest Russian tube manufacturing companies in connection with a $412,500,000 convertible bond offering.°
  • Acted as counsel to the arrangers and dealers in connection with a global Rule 144A MTN program and subsequent $2 billion global bond offering by a Kazakhstan commercial bank.°
  • Advised a large security systems company on debt tender offers and consent solicitations for all of its Luxembourg-listed bonds in an aggregate U.S. dollar equivalent principal amount of approximately $1.9 billion, issued under its Euro Medium Term Note Program. The tender offers and consent solicitations were conducted in connection with its separation into three independent, publicly traded companies.°
  • Advised sovereign wealth fund on investment in UK infrastructure company by way of investment in a fund.°
  • Advised sovereign wealth fund on investment in UK utility as part of a proposed consortium of investors.°
  • Advised sovereign wealth fund in connection with a pre-IPO investment in an infrastructure company via a joint venture vehicle with international investment bank.°
  • Advised a large U.S. telecommunications company on $80 billion joint venture in the U.S. telecommunications sector.°
  • Advised on U.S. aspects of several English law governed M&A transactions (including U.S. acquisitions, U.S. cross-border tender offer and securities rules).°
  • Advised the Swiss subsidiary of a global financial services firm that went into bankruptcy on a range of matters, including equity derivatives and coordinating advice on U.S. bankruptcy and litigation matters.°
  • Advised Luxembourg subsidiary of global bank in connection with investigations in relation to Luxembourg listed funds that used Bernard Madoff Investments Securities LLC as a sub-custodian.°
  • Represented private equity fund with respect to a proposed mezzanine loan in connection with a £130 million re-financing. Work included negotiation of the senior and mezzanine term sheets and inter-creditor agreement with the sponsor and senior lender.°
  • Advised sovereign wealth fund in connection with acquisitions of loan portfolios and negotiation of intercreditor arrangements.°
  • Advised two listed Israeli companies on purchase of three blocks of loans from an international investment bank. The loans were backed by 30 income-producing properties in Germany and Switzerland.°

°The above representations were handled by Ms. Fischer-Appelt prior to her joining Greenberg Traurig, LLP.

  • Research Fellow, Harvard Law School, 1996-1997
  • International Law Studies, University of Geneva, 1991-1992

Anerkennung durch den Markt

  • Listed, Best Lawyers in the United Kingdom, "Capital Markets Law," 2020
  • Recognised Practitioner, The Legal 500 UK, Equity Capital Markets, 2018-2019
  • Listed, The Legal 500 UK, Equity Capital Markets, 2016-2017
  • Listed, The Legal 500 UK, Debt Capital Markets, 2014
  • Listed, IFLR1000, Capital Markets -- Debt, 2013
  • Member, American Bar Association, 1998-Present
    • Co-Chair, International Fall Meeting, October 2013
    • Co-Chair, International Section, International Securities and Capital Markets Committee, 2010-2013
  • Member, International Bar Association, 1999-Present
    • Securities Law Committee, Corporate Counsel Liaison Officer, 2014-2016
    • Securities Law Committee, Vice-Chair, 2007-2009

Ausbildung

Akademische Ausbildung
  • Master of Laws, University of Chicago Law School, 1996
  • Ph.D., European Union Law, summa cum laude, University of Hamburg, 1998
  • Law Degree, University of Hamburg, 1995
Zulassung
  • New York
  • England & Wales
Sprache
  • Deutsch, Native
  • Englisch, Fluent
  • Französisch, Fluent
  • Italienisch, Conversational
  • Spanisch, Conversational