CEELM: First, congratulations on winning the Deal of the Year award in Austria!
Moser & Fischer: Thank you very much! We are extremely pleased to be recognized for the deal of the year. It shows the importance of the debt capital markets for Austria and appreciation for the collaboration between the issuer, the dealers, the issuer’s counsel, and us as dealers’ counsel for the transaction.
CEELM: Please introduce yourselves and tell us a little bit about your professional history and your firm’s history to date.
Moser: My passion for complex capital markets and finance matters can be seen in how I lead teams in numerous ECM transactions, including initial public offerings, rights issues, secondary placements, and debt capital market matters. After being an equity partner at a renowned Austrian capital markets and corporate finance boutique law firm from 2014 to 2020, I joined Schoenherr in 2021, where, on top of capital market deals, complex restructurings, refinancings, and boardroom advice also play an important role in my business and shape it accordingly.
Fischer: After receiving my law degree in 2017 and gaining work experience at a national capital markets and corporate finance law firm, as well as in the debt and equity capital markets department of one of Austria’s largest banks, I joined Schoenherr in January 2021 and have been expanding my skills in those fields ever since.
Our capital markets department is a recognized top-tier practice for Austria. Schoenherr’s fully integrated capital markets practice co-headed by Ursula Rath and Christoph spans a range of capital markets products covering equity, equity-linked, debt, regulatory capital, sovereign and high-yield transactions, as well as boardroom and capital market compliance advice. It is known for its broad expertise and interdisciplinary approach. The deal count, volume, and high-profile nature of these engagements showcase the team’s strong ties to both the Austrian and international banking community, as well as the trust that high-profile Austrian clients, such as Austrian blue-chip issuers and the Austrian government, place in us. This is also recognized by Refinitiv, one of the world’s largest providers of financial markets data and infrastructure, who have ranked Schoenherr as the only Austria-headquartered CEE law firm in its Global Capital Markets Top 25. Attesting the team’s proven capabilities in structuring and executing complex transactions, the team has advised on more than 55 capital markets headline transactions since January 2021. Product and transaction specialties include equity and equity-linked transactions, regulatory capital including covered/mortgage bond and MREL transactions, green bonds and sustainability-linked bonds, sovereign debt issuances, derivatives, securitization and structured finance, as well as capital markets compliance and boardroom matters.
CEELM: Can you describe the deal for us and Schoenherr’s role in making it happen?
Moser: Schoenherr advised the managers on the successful issuance of EUR 750 million in 0.01% covered bonds (Pfandbriefe) due in 2028 (AT0000A2UXM1) and EUR 750 million in 0.50% covered bonds due in 2037 (AT0000A2UXN9) by Erste Group Bank AG. The banking consortium comprised Commerzbank Aktiengesellschaft, Credit Agricole Corporate and Investment Bank, Danske Bank, DekaBank Deutsche Girozentrale, DZ BANK AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, Erste Group Bank AG, ING Bank NV, Landesbank Baden-Wuerttemberg, Landesbank Hessen-Thueringen Girozentrale, and UniCredit acting as the joint lead managers in connection with the placement of the notes as well as HYPO NOE Landesbank fuer Niederoesterreich und Wien AG as co-lead manager.
CEELM: How did you land the mandate, and what do you believe it was about the team that got it for you?
Fischer: Our capital markets practice regularly advises dealers on benchmark and sub-benchmark issuances by Austrian credit institutions, including covered bonds (Pfandbriefe). In addition, we are program counsel to the arranger for the Erste Group Covered Bonds Program, which we assume was also a decisive factor.
CEELM: What were the most complex aspects of the deal from a legal perspective? And what were some of the biggest difficulties faced in the process?
Moser: Obviously, the deal volume is outstanding. Even though covered bond (Pfandbriefe) issuances follow the same concept, each issue program and transaction is different. Our teams are used to working under high pressure and tight deadlines and with a greater number of parties involved, like in this very special deal.
CEELM: In contrast, what, in your opinion, went particularly smoothly, and what do you believe contributed to it?
Fischer: Teamwork, definitely. The seamless collaboration between the issuer, the dealers, the issuer’s counsel, and us as dealers’ counsel worked well and led to a successful execution. For DCM issuances, the legal transaction setup needs to work, irrespective of any challenges on the legal end. If the bonds are placed among investors, they need to be settled. No exception. So, teamwork with all parties is the key to success.
CEELM: Why do you believe the judges voted for this deal over the others?
Moser: It is an exceptional deal in terms of issue size and marks a highlight in the capital markets area.
CEELM: In your view, what is the significance of this deal for the Austrian market?
Fischer: The deal is a recognition of the liquid and active Austrian debt capital market and all the issuers and dealers involved.
CEELM: Do you believe we can expect other similar deals in the near future? Why/Why not?
Moser: Covered bond issuances are still an active part of the debt capital market. Since January 2023, even more covered bond issuances hit the markets. There may be more to come later in 2023, but probably at a reduced speed.
This article was originally published in Issue 10.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
