July 31, 2025
Willkie advised the steering committee of BayWa AG's lenders, consisting of Commerzbank AG, Deutsche Bank AG, DZ BANK AG, Landesbank Baden-Württemberg, UniCredit Bank GmbH, Raiffeisen Bank International AG and Atradius Kreditversicherung, in connection with the financial restructuring of BayWa AG and BayWa group, including the implementation of the restructuring solution agreed upon by way of a StaRUG proceeding at the level of BayWa AG.
BayWa AG is the listed parent company of an internationally active trading and services group with business activities in agricultural, construction, energy, and technology sectors. It is headquartered in Munich. In the 2024 financial year, BayWa’s consolidated revenue was approximately EUR 21.1 billion and BayWa group had approximately 22,000 employees in more than 50 countries. BayWa r.e. AG, which operates in the renewable energy sector and is 51% owned by BayWa AG, is part of BayWa group. BayWa r.e. AG generated sales of around EUR 4.1 billion in the same financial year with around 4,200 employees.
On the debt side, the restructuring of BayWa AG comprises the reorganization of its financing structure, including the extension of existing financial liabilities of around EUR 3.5 billion with around 280 financing partners until the end of 2028 and the establishment of a comprehensive security package. This is done by the conclusion of a restructuring facilities agreement (including several new money tranches) and a restructuring agreement in which certain financing components, including commercial papers and promissory notes, are combined into a uniform financing structure. The measures were implemented on the basis of a restructuring plan approved by the major creditors as part of a StaRUG proceeding, which was confirmed by the Local Court of Munich (“Amtsgericht München”) in June 2025 and became legally binding.
Part of the restructuring is also a recapitalization measure sanctioned under StaRUG in the form of a cash capital increase of BayWa AG of up to EUR 201.6 million in two tranches. The first tranche will be subscribed by the anchor shareholders, while the second tranche will also be available to the other shareholders. The anchor shareholders of BayWa AG undertook to ensure total minimum proceeds from the capital increase of EUR 150 million.
Alongside the restructuring of BayWa AG, BayWa r.e. AG has implemented a financial restructuring also with the participation of lenders who are simultaneously lenders at the level of BayWa AG. In this context, the financing partners of BayWa r.e. AG have, among other things, extended the term of various financing instruments until the end of 2028, thereby setting the foundation for the long-term stabilization of BayWa r.e. AG.
The transaction was led by partners Dr. Jörn Kowalewski, Dr. Hendrik Hauke and Dr. Jan-Philipp Praß, and included partners Jan Wilms, Dr. Jasmin Dettmar, Dr. Nils Röver, Simon Weiss and Dr. Bettina Bokeloh; counsel Maximilian Mayer and Wolfgang Münchow; and associates Dr. Jan Heuer, Dr. Florian Doster, Dr. Florian König, Dr. Florian Jansen, Moritz Hechenrieder, Dr. Philipp Steinhausen, Benedikt Schwarz, Martin Reichert and Martin Kalbhenn.
BayWa AG is the listed parent company of an internationally active trading and services group with business activities in agricultural, construction, energy, and technology sectors. It is headquartered in Munich. In the 2024 financial year, BayWa’s consolidated revenue was approximately EUR 21.1 billion and BayWa group had approximately 22,000 employees in more than 50 countries. BayWa r.e. AG, which operates in the renewable energy sector and is 51% owned by BayWa AG, is part of BayWa group. BayWa r.e. AG generated sales of around EUR 4.1 billion in the same financial year with around 4,200 employees.
On the debt side, the restructuring of BayWa AG comprises the reorganization of its financing structure, including the extension of existing financial liabilities of around EUR 3.5 billion with around 280 financing partners until the end of 2028 and the establishment of a comprehensive security package. This is done by the conclusion of a restructuring facilities agreement (including several new money tranches) and a restructuring agreement in which certain financing components, including commercial papers and promissory notes, are combined into a uniform financing structure. The measures were implemented on the basis of a restructuring plan approved by the major creditors as part of a StaRUG proceeding, which was confirmed by the Local Court of Munich (“Amtsgericht München”) in June 2025 and became legally binding.
Part of the restructuring is also a recapitalization measure sanctioned under StaRUG in the form of a cash capital increase of BayWa AG of up to EUR 201.6 million in two tranches. The first tranche will be subscribed by the anchor shareholders, while the second tranche will also be available to the other shareholders. The anchor shareholders of BayWa AG undertook to ensure total minimum proceeds from the capital increase of EUR 150 million.
Alongside the restructuring of BayWa AG, BayWa r.e. AG has implemented a financial restructuring also with the participation of lenders who are simultaneously lenders at the level of BayWa AG. In this context, the financing partners of BayWa r.e. AG have, among other things, extended the term of various financing instruments until the end of 2028, thereby setting the foundation for the long-term stabilization of BayWa r.e. AG.
The transaction was led by partners Dr. Jörn Kowalewski, Dr. Hendrik Hauke and Dr. Jan-Philipp Praß, and included partners Jan Wilms, Dr. Jasmin Dettmar, Dr. Nils Röver, Simon Weiss and Dr. Bettina Bokeloh; counsel Maximilian Mayer and Wolfgang Münchow; and associates Dr. Jan Heuer, Dr. Florian Doster, Dr. Florian König, Dr. Florian Jansen, Moritz Hechenrieder, Dr. Philipp Steinhausen, Benedikt Schwarz, Martin Reichert and Martin Kalbhenn.
