Dr. Marco Carbonare

Rechtsanwalt
Attorney at Law (New York)
Solicitor of the Senior Courts of England and Wales

Experience

Marco is a partner in the Firm’s Corporate/M&A group, Head of the German Corporate Division and the Global Co-Head of the Firm’s Equities Practice. He concentrates on advising corporates and sponsors on complex corporate and corporate finance transactions and also has a long track record of advising underwriters in connection with high profile offerings across Europe. He is German, US and English law qualified and has extensive international and cross-border transactional experience acting for corporates and private equity investors, with a particular focus on Germany, Switzerland, Austria, the Nordics and the United States. Marco is also the founder and co-head of the Firm’s Swiss Desk and has extensive experience advising Swiss corporates in connection with international mergers and acquisitions and capital markets transactions. Marco is a native German speaker and is fluent in English.

Marco was based in London from 2000 until 2011 and has been based in the Firm’s Frankfurt office since 2011. Prior to joining the Firm’s London office in 2006, Marco worked for eight years in the Corporate/M&A group of a Tier 1 U.S. firm.

Carve-outs/spin offs/IPOs/rights issues: Marco has a long track record of advising on highly complex carve-out/subsidiary IPOs and spin-offs by listed entities and related corporate reorganisations, complex cross-border and dual listings, dual track (trade sale/IPO) processes by corporates and private equity investors, complex rights issues to finance large M&A transactions and IPOs, including a large number of IPOs of private equity portfolio companies.

His experience acting as lead company counsel includes the EUR 9.4 billion IPO and Frankfurt listing of Porsche AG, the largest German IPO since 1996, the EUR 24 billion demerger and Frankfurt listing of Daimler Truck by the Mercedes-Benz group and related pre-deal reorganisation, the EUR 2.3 billion IPO and Frankfurt listing of Vantage Towers (Vodafone’s European towers business) and related pre-IPO carve-out, the IPO and dual Frankfurt/Nasdaq Stockholm listing of TRATON (Volkswagen’s truck and bus division) and related pre-IPO corporate reorganisation, the IPO of SoftwareONE, the contemplated IPO of Wintershall Dea, the contemplated IPO of the elevator division of ThyssenKrupp and related pre-IPO corporate reorganisation, the rights issue by ams to finance the acquisition of OSRAM, the contemplated IPO of a large private equity portfolio company, the IPO of Siemens Healthineers by Siemens, the D-share listing and offering by Shanghai listed Chinese blue chip Qingdao Haier on the Frankfurt Stock Exchange/CEINEX (the first ever D-share listing), the contemplated IPO of Credit Suisse Schweiz by Credit Suisse (abandoned), the IPO of Covestro by Bayer and related pre-IPO corporate reorganisation, the IPO of Sensirion, the IPO of the Elkem Group by ChemChina, the spin-off and Frankfurt listing of Uniper by E.ON, the Re-IPO of the RTL Group, the London listing of RHI Magnesita in connection with the acquisition of Magnesita by Austrian company RHI, the IPO of XXL by EQT and the IPO of Alimak Hek by Triton, the rights issues by Julius Baer, Holcim and Valora to finance acquisitions, the London secondary GDR listing of OMV Petrom and the rights issue and recapitalisation of Lloyds Banking Group during the financial crisis, among many others.

Marco also has extensive experience acting for underwriters on ECM transactions, including recently on the IPO and Oslo Stock Exchange listing of Vår Energ, the demerger and SIX Swiss Exchange listing of medmix by the Sulzer group, the IPO of Polypeptide, a number Frankfurt-listed SPAC IPOs, rights issues by Idorsia and Dufry in 2020, the IPO of private equity group EQT on Nasdaq Stockholm, the proposed rights issue by Sunrise to finance the acquisition of UPC Switzerland, the IPO of Medacta, the EUR 6 billion rights issue by Bayer to finance the acquisition of Monsanto, the IPO of Polyphor, the rights issue of Hapag-Lloyd, the recapitalisation rights issue by Aryzta, the IPO of Varta, the demerger and Frankfurt listing of Metro Wholesale & Food Specialist by Metro, the IPO of Sixt Leasing by Sixt, the spin-off and Frankfurt listing of OSRAM by Siemens, the spin-off and Frankfurt listing of BUWOG by Immofinanz, the IPOs of Gategroup by HNA (abandoned), Galenica Santé by Galenica, Trivago, Molecular Partners, Cassiopea by Cosmo Pharmaceutical, DKSH, Bravofly and Moneta Money Bank (formerly GE Money Bank) by GE, the rights issue by Lonza to finance the acquisition of Capsugel, the Re-IPO of Van Lanschot, rights issues by Dufry in 2015 and 2014 to finance acquisitions, the rights issue by EFG International to finance the acquisition of BSI, the IPOs of Scandic Hotels by EQT and Gjensidige as well as a large number of IPOs and rights issues on the London Stock Exchange (including Phosagro, Sports Direct, Xchanging, Pharmstandard), among many others.

M&A/Private equity: Marco’s experience includes public and private M&A as well as private equity transactions, including acting for Volkswagen on the EUR 10.1 billion sale of 25% plus one common shares in Porsche AG to Porsche SE, acting for Schaeffler on the acquisition of the Ewellix from Triton, acting for a private equity group in connection with a dual track sell side process, acting for Brambles on the US$ 2.5 billion sale of IFCO Systems to Triton and Abu Dhabi Investment Authority, acting for ams in connection with its acquisition of OSRAM, acting for a large private equity group in connection with a proposed trade sale of a large portfolio company, acting for Raiffeisen Informatik on the sale of COMPAREX to SoftwareONE, acting for Holcim in connection with its merger with Lafarge, acting for Julius Baer in connection with the acquisition of the international wealth management business from Bank of America Merrill Lynch, acting for RHI in connection with the reorganisation and London listing in connection with the acquisition of Magnesita, acting for the financial advisor to Lonza in connection with the acquisition of Capsugel, acting for a European financial institution in connection with an abandoned acquisition, acting on a number of dual track sale processes, acting for Holcim in connection with cross-border corporate transactions and acting for a large European oil and gas group on a number of M&A transactions and joint ventures.

Debt/Equity-Linked: Marco’s experience in the DCM space includes high yield and investment grade offerings, Rule 144A and SEC-registered offers as well as Eurobonds and equity-linked transactions. For example, he acted for newly merged Wintershall Dea on its recent EUR 4 billion debut bond offering, Munich Re on a Rule 144A bond, newly merged LafargeHolcim on its debut Rule 144A yankee bond, Holcim on a number of Rule 144A yankee bonds, British Telecommunications on SEC-registered bonds, and Rule 144A high yield bonds by ams to finance the acquisition of OSRAM, Ovako, Barry Callebaut, Care UK, NorskeSkog and VistaJet. Transactions as underwriters’ counsel include the fully documented Rule 144A mandatory convertible bond by Bayer to finance the acquisition of Monsanto and the entire capital markets refinancing of the acquisition of Monsanto by Bayer, the Rule 144A mandatory convertible bond by Volkswagen, a number of Rule 144A transactions by Volkswagen, a Rule 144A offering by Allianz, Rule 144A high yield bonds by Hapag-Lloyd and ATU and Rule 144A yankee bonds by Merck & Co. KGaA, Novatek and Phosagro. Marco is recommended as a leading individual by various legal directories, including Chambers, which cites sources stating “Whenever you have a discussion, he brings large groups of people together and finds solutions that work for everyone.” and “Marco is extremely experienced, and has a pragmatic approach to the process and the issues at hand. He really found a good balance of when to push, or hold back to get things done.”

Professional experience

2011 to date Partner, Linklaters, Frankfurt
2006 - 2011 Counsel, Linklaters, London
1998 - 2006 Associate, Skadden, Arps, Slate, Meagher & Flom, London/Frankfurt  
1996 - 1998 Judicial Clerk, Court of Appeals, Vienna and Innsbruck

Education

1997 - 1998 Georgetown University Law Center, Washington D.C., Master of Laws (LL.M.)
1996 - 2000 University of Vienna School of Law, Ph.D. in Law (Doctor iuris), with distinction
1991 - 1996 University of Vienna School of Law, J.D. (Magister iuris), Law Degree

Languages

English, German