Dr. Matthias Horbach is head of Skadden’s German M&A practice, advising on complex cross-border mergers and acquisitions, inbound and outbound investments, corporate finance, and various other corporate transactions.

Bio

Mr. Horbach’s M&A work includes advising a broad range of clients, including industrial companies, private equity investment firms and investment banks, on acquisitions, dispositions, cross-border mergers, joint ventures and public takeover transactions. In the corporate finance area, he advises banks and borrowers in acquisition finance and other banking transactions. Mr. Horbach also represents clients in intragroup restructurings, corporate governance matters and other areas of corporate law, including negotiating major commercial agreements and assisting with respect to distressed and insolvent German corporations.

Mr. Horbach is included in JUVE Wirtschaftskanzleien, IFLR1000 and Handelsblatt for German Corporate/M&A. In IFLR1000, a client notes Mr. Horbach “is a terrific lawyer who has deep substantive knowledge, broad technical skills and great problem-solving abilities.”

His representative M&A matters include:

  • PayPal Holdings, Inc. in its US$2.2 billion acquisition of iZettle AB;
  • Key Safety Systems, Inc. in its US$1.6 billion acquisition of substantially all of the assets and operations of Takata Corporation;
  • Cardinal Health, Inc. in its US$6.1 billion acquisition of the patient care, deep vein thrombosis and nutritional insufficiency businesses of Medtronic plc.
  • LetterOne Holdings SA, a group of Russian investors led by Mikhail Fridman, in its:
    • US$1.6 billion acquisition of E.ON E&P Norge AS from E.ON Beteiligungen GmbH; and
    • US$725 million sale of DEA UK Holdings Limited to Ineos AG;
  • Gilead Sciences Inc., a research-based biopharmaceutical company, in its acquisition of the Farnesoid X Receptor program for the treatment of liver diseases from Phenex Pharmaceuticals AG;
  • Ball Corporation, a metal and plastic packaging producer for the food, beverage, aerospace and defense industries, in its proposed US$8.4 billion acquisition of Rexam PLC;
  • Coty Inc., a manufacturer of beauty products, in its merger with the fine fragrance, color cosmetics and hair color businesses of The Procter & Gamble Company in a tax-free Reverse Morris Trust transaction;
  • Mitsui Engineering & Shipping Co., Ltd. in its US$183.6 million acquisition of a 99.4 percent stake in TGE Marine AG;
  • Archer Daniels Midland Company, a producer of food ingredients, renewable fuels and naturally derived alternatives to industrial chemicals, in its acquisition of Wild Flavors in an all-cash transaction valued at €2.3 billion enterprise value;
  • Merck KGaA, a biotechnology and pharmaceutical company, in the:
    • US$17 billion acquisition of Sigma-Aldrich Corporation; and
    • US$6.7 billion sale of its worldwide generic drugs business to Mylan Laboratories Inc.;
  • Halder Beteiligungsberatung GmbH, a private equity firm, in its acquisition of Amoena Medizin-Orthopädie-Technik GmbH, a manufacturer of prostheses and personal care products for women;
  • Visteon Corporation, a manufacturer of auto parts, in its US$265 million acquisition of the automotive electronics business of Johnson Controls Inc.;
  • Cheil Industries Inc., a manufacturer of diversified products, and Samsung Electronics Co. Ltd., in their US$348 million acquisition of a majority stake in Novaled AG;
  • Excelitas Technologies Corp. in its acquisition of Qioptiq S.a.r.l. Both companies are manufacturers of electronic and optical components;
  • The Vitol Group, an oil producer, in the formation of Varo Energy B.V., a joint venture with The Carlyle Group LP, to create a major midstream energy group across northwest Europe;
  • the management of HSE24, a television shopping channel, in connection with HSE24’s sale by AXA Private Equity to funds advised by Providence Equity Partners LLC and in their re-investment in the company. This transaction was named Private Equity Deal of the Year for 2012 at the 2013 IFLR European Awards;
  • GSI Commerce, Inc., a provider of e-commerce services, in its US$8.2 million acquisition of a 12 percent stake in Intershop Communications AG. The acquisition was part of a strategic distribution agreement between GSI and Intershop;
  • BlackRock, Inc. in its US$20 billion acquisition of Barclays Global Investors from Barclays Bank PLC. The transaction created the world’s largest asset management firm, operating under the name BlackRock Global Investors, with combined assets under management of over US$3.2 trillion;
  • Sundram Fasteners Limited in the acquisition and later disposition of Peiner Umformtechnik GmbH;
  • Deutsche Bank AG in its acquisition of the Global Agency Securities Lending business of Dresdner Bank AG from Commerzbank AG;
  • NTT Communications Corporation in its US$106 million acquisition of Integralis AG by way of public takeover offer;
  • Permira Funds, a private equity firm, in the US$2.3 billion sale of Jet Aviation Holding AG by Dreamliner Lux S.a.r.l. (a company controlled by Permira Funds) to General Dynamics Corporation. This was named European Deal of the Year for 2008 by Buyouts magazine;
  • Evonik Industries AG, a chemical producer, in the divestiture of all shares of Ruetgers Chemicals GmbH to Triton Beteiligungsberatung GmbH, a private equity firm; and
  • UCB S.A., a biopharmaceutical company, in its US$5.6 billion acquisition via a tender offer of Schwarz Pharma AG.

Dr. Horbach’s selected experience in the banking and corporate finance area includes advising, among others:

  • J.P. Morgan in the financing of Deutsche Annington Immobilien SE’s €3.9 billion public takeover bid for all of the outstanding shares in GAGFAH S.A. The financing comprises, among other things, a syndicated bridge facilities agreement to fund the cash consideration of the shares in GAGFAH and to refinance certain existing financial indebtedness of GAGFAH. The combination of Deutsche Annington and GAGFAH creates the second-largest listed real estate company in continental Europe with a portfolio comprising around 350,000 residential units;
  • Ball Corporation in the amendment and extension of an existing senior secured credit facility with a new US$1.2 billion senior secured credit facility extending the maturity to 2018;
  • Eco-Bat Finance PLC, a subsidiary of Eco-Bat Technologies Limited (a producer of refined lead), in its €300 million private high-yield offering of 7.75% senior notes due 2017;
  • Insight Enterprises, Inc., a provider of information technology hardware, software and services, in connection with its US$350 million senior secured credit facilities and secured floorplan loan facility;
  • MAHLE Metal Leve S.A., an automotive parts manufacturer, and its parent company, MAHLE GmbH, in a US$198 million Rule 144A/Regulation S secondary follow-on offering of common shares of MAHLE Metal Leve on the São Paulo Stock Exchange;
  • J.P Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. as syndication agent and as a lender, and Bank of America, N.A. as administrative agent in connection with a US$225 million senior secured incremental term loan facility for Novelis Inc. that was provided through an amendment to its existing term loan credit agreement. The proceeds of the incremental term loans were used by Novelis to partially finance its acquisition of a portion of the outstanding minority interests in its Korean subsidiary; and
  • TSO Europe Funds, Inc. in various offerings of units in closedend funds and asset investments in the aggregate amount of €300 million.

In the restructuring and distressed assets areas Dr. Horbach has, among others, advised clients in the following matters:

  • IBS Group Holding Limited, a provider of information technology services and products, in its reorganization through a scheme of arrangement executed through a court process in the Isle of Man;
  • iesy Hessen GmbH, a regional broadband cable provider, in its comprehensive corporate restructuring;
  • potential investors in the proposed acquisition of Pegu-form GmbH;
  • Shinsei, Loan Star Funds and Citigroup in investments into distressed debt;
  • selected advice under German law in connection with the restructuring of the German Delphi subsidiaries;
  • German manufacturing entities that are subject to breaches of financial covenants under acquisition finance documents; and
  • restructuring advice to German entities of the CIT Group, Inc., a group of real estate finance entities, British Vita, a group of entities in the foam and textile industry, Hayes-Lemmerz, automotive parts suppliers and others in connection with foreign bankruptcy proceedings (including under Chapter 11 of the U.S. Bankruptcy Code) over parent companies.

Credentials

Education

  • Dr. jur., University of Munich, 1996
  • Second State Exam, State of Bavaria, 1994
  • First State Exam, State of Bavaria, 1991
  • Studies in Göttingen, Heidelberg and Munich

Admissions

  • Frankfurt am Main

Matthias Horbach

Partner, Mergers and Acquisitions; Corporate Finance
matthias.horbach@skadden.com