Freshfields advises Nordex on strengthening its capital structure

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises Nordex SE (‘Nordex’), one of the world’s leading suppliers of wind turbines, on a subscription rights-free capital increase from authorised capital, a capital increase through a public offering in Germany as well as on the extension and adjustment of its financing instruments.

The subscription right-free capital increase took place at the end of June 2022 against cash contributions through the placement of 16,002,103 new shares at a subscription price of €8.79 per share with the anchor shareholder Acciona S.A. (‘Acciona’). This resulted in total gross proceeds of approximately €139.2 million.

This is followed by the further capital increase against cash contributions resolved on 10 July 2022 by issuing 35,923,089 new shares at a subscription price of €5.90 per share. This will result in total gross proceeds of approximately €212 million in cash. As part of the transaction, Acciona has undertaken to exercise the subscription rights for its current 39.66 percent share in the share capital.

The banking syndicate mandated by Nordex has committed to acquire at the subscription price all the shares offered for which the shareholders do not exercise their subscription rights.

In addition, the company has secured a new loan facility to redeem the corporate bond of €275 million with a 6.50 percent coupon maturing in 2023.

The capital measures strengthen Nordex’s capital structure in the volatile environment in which the wind power industry is currently operating. In this way, the company will be hedged against risks and its market positioning towards customers will be improved.

The Freshfields team comprises Partners Christoph L. Gleske, Simon Schwarz (both Lead, Corporate) and Michael Josenhans (Finance) and Principal Associates Daniel von Bülow and Andreas Thümmler (Finance, all Frankfurt) as well as Partner Simone Bono (London), Counsel Kyle Miller and Associate Anh Ngo (both Frankfurt, all Corporate). The team had already advised Nordex last year in the context of a rights issue against cash and non-cash contributions as well as on the adjustment of the financing structure.