Stadler Rail AG’s Initial Public Offering

Niederer Kraft Frey AG and BianchiSchwald LLC advised Stadler and Peter Spuhler, while Lenz & Staehelin advised the bank syndicate on the deal.

The offering consists of up to 35,000,000 shares with an over-allotment option of up to 5,250,000 shares, all of which are offered (directly and indirectly) by Peter Spuhler. The value is around $3.8 billion.

Spuhler, who over 30 years turned Stadler into a global player from a relatively small family-owned business, sold 35 million shares worth 1.33 billion francs at the offer price. Another 5.3 million are available via an over-allotment option, which if exercised in full will leave him with a stake of 39.7 percent.

Stadler is a leading global pure-play producer of rolling stock and related systems. Founded in Switzerland in 1942, it has a long history of design and manufacturing excellence, offering its customers Swiss quality, precision engineering and best-in-class project management capabilities. Stadler’s origins as a local business focused on producing tailor-made trains and locomotives in small batch sizes have built the basis for its expansion into a multinational yet independent organisation that prides itself on its ability to customise its rolling stock product offerings to meet the most varied and challenging customer specifications, while maintaining the ability to tailor-make trains on an individual or modular basis. Over the course of its history, it has produced over 8,000 trains and locomotives that currently operate in 41 countries.

Credit Suisse and UBS were joint global coordinators and joint bookrunners for the Stadler deal. BNP Paribas, Citigroup and Zuercher Kantonalbank were joint bookrunners and UniCredit Bank co-lead manager, while Reichmuth & Co, St. Galler Kantonalbank and Thurgauer Kantonalbank were selling agents.

The NKF team was led by partners Philippe Weber (picture) and Till Spillmann, working with counsel Christina Del Vecchio, senior associates Deirdre Ní Annracháin and Andrea Giger, and junior associates Isilay Dagdelen and Alexander Fisch (all Capital Markets).

Lenz & Staehelin is advising the banking syndicate in this transaction with a team led by Patrick Schleiffer (Capital Markets) and includes partner Hans-Jakob Diem (Corporate and M&A) as well as associates Patrick Schärli and Ramona von Riedmatten (both Capital Markets) and Ann Francesca Weibel (Corporate and M&A).

Involved fees earner: Hans-Jakob Diem – Lenz & Staehelin; Patrick Schärli – Lenz & Staehelin; Patrick Schleiffer – Lenz & Staehelin; Ramona von Riedmatten – Lenz & Staehelin; Ann Francesca Weibel – Lenz & Staehelin; Isilay Dagdelen – Niederer Kraft & Frey Ltd; Christina Del Vecchio – Niederer Kraft & Frey Ltd; Alexander Fisch – Niederer Kraft & Frey Ltd; Andrea Giger – Niederer Kraft & Frey Ltd; Deirdre Ni Annrachain – Niederer Kraft & Frey Ltd; Till Spillmann – Niederer Kraft & Frey Ltd; Philippe Weber – Niederer Kraft & Frey Ltd;

Law Firms: Lenz & Staehelin; Niederer Kraft & Frey Ltd;

Clients: BNP Paribas; Citigroup Global Markets Ltd; Credit Suisse; St.Galler Kantonalbank AG (SGKB) ; Stadler Rail AG; Thurgauer Kantonalbank (TKB); UBS; UniCredit Bank AG; Zürcher Kantonalbank;

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