Starting news article english 9 November 2012

Clifford Chance advises Volkswagen AG on the placement of mandatory convertible notes in the volume of 2.5 billion EUR

Clifford Chance advised Volkswagen Aktiengesellschaft in connection with the placement of subordinated mandatory convertible notes with an issue volume of EUR 2.5 billion.

The mandatory convertible notes were issued by Volkswagen International Finance N.V. under the subordinated guarantee of Volkswagen Aktiengesellschaft. The notes will be converted into new bearer preferred shares of Volkswagen Aktiengesellschaft issued by partial utilisation of the existing conditional capital. The mandatory convertible notes are expected to be treated as equity by rating agencies due to their special structuring and to strengthen both the net liquidity position and the capital base of Volkswagen Aktiengesellschaft.

The mandatory convertible notes were offered in private placements to institutional investors in Germany and other countries, including a private placement in the United States of America according to Rule 144A. The notes shall be listed in the open market segment (Freiverkehr) of Frankfurt Stock Exchange. Bank of America Merrill Lynch, Credit Suisse and Deutsche Bank acted as Joint Bookrunners.

The Clifford Chance team consisted of the partners Dr. George Hacket, Markus Pfüller and Sebastian Maerker, counsels David Detweiler and Philipp von Ploetz and associates Dr. Axel Wittmann and Dr. Holger Martin (all Banking & Capital Markets, Frankfurt), partner Dr. Wolfgang Richter and associate Oliver Polster (both Corporate, Frankfurt), partner Dr. Uwe Schimmelschmidt (Tax, Frankfurt) as well as partner Frank Graaf, counsel Jurgen van der Meer and associate Tijmen Bongartz (all Capital Markets, Amsterdam).