Dorothee Fischer-Appelt

• Representing Goldman Sachs and UBS mBank and PKO BP Biuro Maklerskie,as Joint Bookrunners on STS Holding S.A.’s $1.8 billion IPO on the Warsaw Stock Exchange, including a Rule 144A placement.
• Representing Goldman Sachs, Citi, Trigon Dom Maklerski, Numis Securities Limited as a Joint Bookrunner and mBank as a Co-Manager on Grupa Pracuj S.A.’s $1.2 billion IPO on the Warsaw Stock Exchange, including a Rule 144A placement.
• Advised the placement agents EarlyBird Capital, Inc. and ABN AMRO on the approx.. $156 million Private Investment in Public Equity (PIPE) investment of shares in connection with the de-SPAC of European Sustainable Growth Acquisition Corp. (NASDAQ: EUSG) with ADS-TEC Energy GmbH, a leader in battery-buffered ultrafast charging technology, for a business combination to form ADS-TEC Energy PLC.
• Represented the investment banks on a Rule 144A offering of shares in Celon Pharma S.A. (“Celon Pharma”) and the admission of Celon Pharma shares to listing on the Warsaw Stock Exchange. As part of the SPO, Celon Pharma offered 6 million series D shares at a price of PLN 36. The value of the shares sold in the SPO was PLN 216 million. Celon Pharma is an integrated biopharmaceutical company which designs, develops, manufactures and distributes pharmaceutical products.
• Advising Luxembourg-based Aroundtown, a real estate company listed in Germany, on U.S. securities law and SEC cross-border tender offer rules in relation to its public tender offer of its shares to shareholders of TLG Immobilien AG, which created Europe’s third largest and Germany’s largest commercial real estate company.
• Acting as U.S. issuer’s counsel on the Rule 144A IPO of Brockhaus Capital Management AG, a technology group that acquires high-growth technology companies in German medium-sized companies, on the Prime Standard of the Frankfurt Stock Exchange.
• Acting as issuer’s counsel on the proposed EUR 500 million IPO of Velero Immobilien AG on the Prime Standard of the Frankfurt Stock Exchange.
• Representing UBS and IPOPEMA on a EUR 30 million secondary equity offering of Ryvu Therapeutics, a clinical stage biopharmaceutical company developing novel small molecule therapies that address emerging targets in oncology.
• Advising CCC S.A., a company listed on the Warsaw Stock Exchange and the largest shoe manufacturer and retailer in Central Europe and one of the largest shoe manufacturers in Europe, on its primary share offering which raised approximately PLN 500 million ($135 million), including from US investors.
• 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.°

• Represented Nomad Foods Limited, the largest frozen food company in Europe, on a Rule 144A offering by its wholly-owned subsidiary Nomad Foods Bondco plc of EUR 750 million aggregate principal amount of 2.50% senior secured notes due 2028 in June 2021, listed on the Luxembourg Stock Exchange, as well as a tap issuance of EUR 50 million aggregate principal amount of additional notes in July 2021.
• Represented HSBC, as sole lead manager, in a Reg. S offering of $130 million 0.774% notes due 2024 by Korea Land & Housing Corporation (LH) under its $5 billion Global Medium Term Note Program.
• Acted as U.S. and English legal counsel to a Nasdaq-listed UK PLC in relation to a proposed $50-million investment by a new strategic investor, including the issuance of a series of convertible notes, as well as a proposed PIPE investment.
• Acted as U.S. and English legal counsel on a U.S. private placement as counsel to more than a dozen large U.S. and international insurance companies on the purchase of an aggregate of $800 million of Notes issued by a large German private group, in its inaugural U.S. private placement of Notes; and on the £500 million of Notes issued by the UK-subsidiary of the same group on its inaugural English law private placement of an aggregate of £500 million of Notes (August/September 2022).
• Acting as issuer’s counsel on the establishment of a $5 billion global covered bond program for Korean bank KEB Hana Bank, governed by English law and backed by a cover pool comprising Korean mortgage loans as well as on the issuance of a EUR 500 million debut covered bond in January 2021.
• Acting as counsel to the investors on a $200 million U.S. private placement of Notes by a UK industrial company in July 2020.
• 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.°

• Advising Luxembourg-based Aroundtown, a real estate company listed in Germany, on U.S. securities law and SEC cross-border tender offer rules in relation to its public tender offer of its shares to shareholders of TLG Immobilien AG, which created Europe’s third largest and Germany’s largest commercial real estate company.
• 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

• Listed, The Legal 500 UK
  • Leading Individual, Equity Capital Markets- Mid-Large Cap, 2023 and 2024
  • Recognised Practitioner, Debt Capital Markets, 2014, 2023, 2024
  • Recognised Practitioner, Equity Capital Markets, 2018-2022
  • Listed, Finance - Bank lending - Investment Grade Debt and Syndicated Loans, 2022
• Listed, Best Lawyers in the United Kingdom, "Capital Markets Law," 2020-2024
• Listed, Euromoney's Expert Guides: "Women in Business Law," 2022
• 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