Mandate
Gleiss Lutz advises Adler Modemärkte on its takeover by Zeitfracht – to be implemented via several insolvency plans
A team of Gleiss Lutz lawyers is advising Adler Modemärkte AG on the conclusion of the investment agreement with Zeitfracht Logistik Holding GmbH. The transaction is being implemented via several complex insolvency plans and capital measures as part of the insolvency proceedings instituted on 1 July 2021. Closing of the investment agreement with Zeitfracht Logistik Holding GmbH is still subject to approvals under merger control law. Gleiss Lutz has also advised Adler extensively on insolvency, corporate, capital markets and tax law, as well as on financing issues, debtor-in-possession financing and coronavirus aid.
The insolvency plans provide for debt relief for the insolvent companies and the continuation of the operative business with more than 100 German and 29 foreign fashion stores (Austria 24, Luxembourg 3, Switzerland 2). The planned reorganisation is expected to preserve at least 2,600 of the Group's total of 3,100 jobs.
In addition, Adler Modemärkte AG's insolvency plan includes a capital writedown to zero and the subsequent injection of new equity capital by the investor Zeitfracht, which will therefore become Adler's sole shareholder. The capital writedown will be accompanied by a delisting of the company's shares. All the insolvency plans are to be submitted to the creditors' meeting for approval at the end of July 2021. Ideally, the company will then be able to terminate the insolvency proceedings as early as the end of August 2021.
Adler Modemärkte AG is a listed company and one of the leading textile retail chains in Germany. In 2018, trade magazine Textil-Wirtschaft ranked the company twenty-second among the top 100 companies. Gleiss Lutz has been assisting Adler Modemärkte AG on a regular basis for many years and advised it, among other things, on the IPO in 2011, the takeover by S&E Kapital GmbH in 2013, the acquisition of the fashion retailer Kressner in 2015 as well as the financing round in spring 2020 on account of the first lockdown, the company's out-of-court restructuring attempt via state subsidies (economic stabilisation fund, ESF) as well as the application for self-administration under the new insolvency and restructuring law which came into force on 1 January 2021.
Daniel Getzin (general counsel) provides Adler Modemärkte AG with inhouse advice.
An interdisciplinary Gleiss Lutz team headed by the partners Dr. Matthias Tresselt (partner, Restructuring, Stuttgart), Dr. Stephan Aubel (partner, Corporate and Capital Markets, Frankfurt, both lead), Dr. Ralf Morshäuser (partner, M&A, Munich), Dr. Kai Birke (partner, Finance, Frankfurt), Dr. Marc Ruttloff (partner, Public Law, Stuttgart) and Dr. Johann Wagner (partner, Tax, Hamburg) advised Adler on the transaction: Antonia Harbusch, Anne Verheyen (both Competition/Antitrust, Düsseldorf), Dr. Joachim Glöckler, Wilhelm Wucherer (Restructuring, Stuttgart), Moritz Lochmann (Restructuring/M&A), Melina Grauschopf (M&A, both Munich), Friedrich Schlott, Dr. Florian Kienast (Stuttgart, Restructuring), Dr. Walter Andert (Berlin), Melanie Barwich (counsel), Alexander Gebhardt (counsel), Jannik Hermes (both Frankfurt, all Corporate and Capital Markets), Dr. Maike Sauter (Stuttgart), Dr. Philip Niemann, Dr. Thomas Bücheler (both Tax, Hamburg), Dr. Daniel Couzinet, Lisa Freihoff, Rebecca Schulga, Matthias Hahn, Linda Rampf (all Public Law), Dr. Eric Wagner (partner), Dr. Simon Wagner (counsel), Rudolph Anthony Holtz (all Dispute Resolution, all Stuttgart), Dr. Jonas Rybarz (counsel, Real Estate, Berlin).
