Hengeler Mueller advises RWE on IPO of innogy, the largest IPO since 2000

innogy SE (innogy) successfully completed its IPO with the initial listing of its shares on the Frankfurt Stock Exchange on 7 October 2016. The EUR 5 bn innogy IPO is the largest IPO since 2000 and the fourth largest in the history of the Federal Republic of Germany. A total of 138,888,200 shares (including green shoe) were placed in the context of the offering at an issuing price of EUR 36 per share. Thereof, 55,555,000 new shares result from a capital increase. In addition, a total of 83,333,200 existing shares held by RWE Downstream Beteiligungs GmbH, a wholly-owned subsidiary of RWE Aktiengesellschaft, were placed. Following the placement, RWE AG holds a 75% share in innogy.

Hengeler Mueller advised innogy on the IPO as well as on the entire capital markets transaction including the placement of Offer Shares in the amount of EUR 940 m with Cornerstone Investors. In parallel to the preparation of the IPO, Hengeler Mueller comprehensively advised RWE on the pooling of the renewable energy, grid and infrastructure as well as retail business areas in Germany and abroad in innogy. In the context of this carve-out, approximately 40,000 employees and a turnover of EUR 46 bn (based on the annual accounts of 2015) were pooled in innogy and a new corporate governance structure in the legal form of a European Stock Corporation (SE) was created within a few months through a large number of transactions (inter alia a total of more than 60 internal mergers, spin-offs, change of legal form, acquisitions and sales, reassignment of debt, transfer of pension obligations).

The Hengeler Mueller IPO team was led by partners Wolfgang Groß, Alexander Rang (both IPO, Capital Markets, Frankfurt) and included partners Hartwin Bungert (lead carve-out and overall coordination, Corporate, Düsseldorf) as well as Andreas Austmann, Oliver Rieckers (both Corporate, Düsseldorf), Hendrik Haag, Heinrich Knepper (both Financing), Christian Hoefs (Labour) (all Frankfurt), Dirk Uwer (Energy) and Thomas Schmidt-Kötters (Public Law) (both Düsseldorf), counsels Cecilia di Ció (Capital Markets, Frankfurt), Susan Kempe-Müller (IT/IP, Frankfurt) and Mathias Link (Tax) as well as associates Carl-Philipp Eberlein, Christoph Trautrims, Stephan Hennrich, Johannes Honzen, Conrad Ruppel, Christopher Ghabel (all Capital Markets, Frankfurt), Martha Schlenk (IT/IP, Frankfurt), Matthias Cloppenburg, Christian Nienkemper, Mauritz Rogier, Anika Gilberg (all Corporate), Moritz Rademacher (Energy, all Düsseldorf), Peter Wehner (Labour), Britta Süßmann (Tax), Andreas Lischka, Henning Hilke (both Financing) (all Frankfurt).