Markus Guggenbühl Dr. iur., LL.M. Attorney at Law Partner Languages: German, English, French, Italian Contact: +41 58 211 34 54, mguggenbuehl@vischer.com General Markus Guggenbühl primarily advises Swiss and foreign banks, financial services providers and international companies. His specialities include debt financing, capital market transactions (related to debt, equity and hybrid financial instruments) and financial services regulations where he ranks among the leading experts in Switzerland. He is recognized by the SIX Swiss Exchange as representative of issuers. In addition, Markus Guggenbühl has many years of experience in mergers & acquisitions, restructurings and bank insolvency law. He is the head of the firm's Banking & Finance practice group. Education - University of Zurich (lic. iur., 1985; Dr. iur., 1990) - Columbia University School of Law, New York (LL.M., 1992) - University of St.Gallen (Diploma in European Economic Law, 1994) - Bar Admission (Zurich 1987, New York 1994) Teams Banking and Finance, Corporate and Commercial, Listed Companies, Mergers & Acquisitions, Private Equity, Venture Capital, Corporate Finance, Real Estate, Restructuring and Insolvency 1/8
Practice Areas Banking Law, Capital Markets, Corporate and Commercial, Financing, Insolvency Law, Insurance Law, M&A, Private Equity, Real Estate, Restructuring and Reorganisation, Venture Capital References IFLR 1000 (2018) Leading Lawyer Rated as Highly Regarded Legal 500 (EMEA 2017) - "Capital Markets" "The highly competent and quick team at Vischer recently acted for Warteck Invest on its CHF77m capital increase and advised Julius Baer on the redeeming of outstanding non Basel III-compliant securities. Practice head Markus Guggenbühl and Robert Bernet are recommended." Chambers Europe/Global (2017) - "Banking & Finance" "Clients say that department head Markus Guggenbühl 'understood the needs of the commercial side.' He advises clients on debt and acquisition finance. He also represents clients in restructuring and insolvency matters. He has considerable experience of financial services Regulation.'" IFLR 1000 (2017) Financial and Corporate Rated as Leading Lawyer Best Lawyers Switzerland 2014-2017 Recommended for Finance Law. Legal 500 (EMEA 2016) - "Capital Markets" "The team at Vischer provides very prompt and reliable advice. Recent work includes assisting Cytos Biotechnology with its restructuring of convertible notes and outstanding mandatory convertible bonds listed on the SIX Swiss Exchange. Other clients include Julius Bär, Helvetia Insurance and PwC as liquidators of Lehman Brothers in Switzerland. Practice head Markus Guggenbühl and Robert Bernet are recommended." Legal 500 (EMEA 2016) - "Banking and Finance" "The quick and efficient team at Vischer provides sound and practical advice on financing transactions and banking regulatory matters. Recent work includes assisting Aviation Finance Company with several aircraft financing deals, handling ongoing regulatory advice to Julius Bär and advising PwC as liquidator of the Swiss Lehman Brothers entities. The knowledgeable and pragmatic Adrian Dörig and the highly competent Markus Guggenbühl head the practice." Chambers Europe/Global (2016) - "Banking & Finance" "Markus Guggenbühl assists banks, financial services providers and companies with debt financing, capital markets transactions and financial services regulations. He receives strong market recognition and is described as 'a brilliant lawyer.'" Legal 500 (EMEA 2015) - "Banking and Finance" "Markus Guggenbühl heads the highly competent team at Vischer, which has recently worked on several aircraft financing deals, with Aviation Finance Company, Element Financial, and Minsheng Financial Leasing as clients. Other work included continuing to advise PwC as liquidator of the Swiss Lehman Brothers entities. Other clients include Credit Suisse and Julius Bär. Legal 500 (EMEA 2015) - "Capital Markets" "Vischer provides very prompt and reliable advice at very competitive rates. Practice head Markus Guggenbühl and Robert Bernet are recommended. The firm was appointed as transaction counsel by Julius Bär 2/8
on its CHF350m additional tier one capital placement." Chambers Europe/Global (2015) - "Banking & Finance" "Department head Markus Guggenbühl wins particular praise for his analytical skills. He continues to advise PwC on its liquidation of Lehman Brothers." Chambers Europe/Global (2014) - "Banking & Finance" "Head of department Markus Guggenbühl is recognised for his banking and finance and capital markets practice. He advises the liquidators of Lehman Brothers in Switzerland." Legal 500 (EMEA 2014) - "Banking and Finance" "Vischer s advice is robust, sound, professional, effective and altogether impressive. Recent work includes advising UBS on a CHF240m secured syndicated loan for listed real estate company Züblin, and it continues to advise PwC as liquidator of the Swiss Lehman Brothers entities. Markus Guggenbühl heads the team." Legal 500 (EMEA 2014) - "Private Banking" "Vischer s team is led by Markus Guggenbühl. Its recent work includes advising two Swiss private banks on implementing a new strategy for crossborder wealth management." Legal 500 (EMEA 2014) - "Insolvency and corporate recovery" "Vischer continues to advise PwC as liquidator of Lehman Brothers in Switzerland. Markus Guggenbühl and Adrian Dörig are the main contacts." Legal 500 (EMEA 2014) - "Capital Markets" "Vischer s capital markets and M&A teams work closely together, advising on proxy solicitation and public takeovers. It recently assisted Swiss energy provider Alpiq with the issuance of hybrid securities and perpetual subordinated loan notes with an aggregate value of over CHF1bn. Markus Guggenbühl is the main contact." Chambers Global (2014) - "Capital Markets" "Markus Guggenbühl heads the banking and finance team at Vischer. He handles debt, equity and hybrid financial instruments as well as debt financing and financial services regulation." Legal 500 (EMEA 2013) - "Banking and Finance" "Vischer s practical and solution-driven seven-partner team is headed by the highly experienced and prudent Markus Guggenbühl. The firm continues to advise the liquidators of Lehman Brothers in Switzerland on its bankruptcy. Other clients include UBS, Credit Suisse and Lloyds TSB." Legal 500 (EMEA 2013) - "Capital Markets" "Vischer s very practical and solution-driven team continues to advise Bank Julius Baer on securities and derivatives matters including stock exchange regulation. Practice head Markus Guggenbühl is highly experienced and provides even greater quality levels than some top-tier firms." Who's Who Legal (Switzerland 2013) - "Banking" "At Vischer AG, Markus Guggenbühl is a "highly recommended" adviser to Swiss and foreign banks. He is head of the firm's banking and financing practice team in Zurich." Deals Appeal of creditors in OTC-derivatives dispute denied On 16 September 2016, the district court of Zurich fully dismissed the objection by the two single largest third-party creditors against the schedule of claims of Lehman Brothers Finance AG in liquidation. The supreme court of the Canton of Zurich upheld this decision and denied the appeal of both creditors in its judgement of 7 July 2017. The legal dispute concerns the determination of Loss under a 1992 ISDA Master Agreement. VISCHER 3/8
represented and defended the interests of the estate in this case. The VISCHER team was led by Dr. Markus Guggenbühl (banking/finance), Dr. Jana Essebier (banking/finance and insolvency) and Dr. Christian Oetiker (litigation), all partner. LBF successfully settles dispute Lehman Brothers Finance AG in liquidation (LBF) successfully settled a longlasting legal dispute with a major US American bank. The main issues were the question whether the derivatives transactions in dispute were in fact concluded with LBF, the entitlement to pledged account balances in the bankruptcy of the account holding bank and the valuation of the derivatives. After part of the dispute ended following the withdrawal of the lawsuit filed by the bank against LBF with the Zurich District Court, the remaining differences were now settled by a payment to LBF. VISCHER represented LBF's bankruptcy liquidator PricewaterhouseCoopers AG and defended the interests of the estate in this case. The VISCHER team was led by Dr. Markus Guggenbühl and Dr. Jana Essebier (financial services) and Dr. Christian Oetiker (litigation). Julius Baer redeems Preferred Securities Julius Baer has redeemed the outstanding one million Non-cumulative Guaranteed Perpetual Preferred Securities with a liquidation preference amount of CHF 225 per security (the "Preferred Securities") on 2 December 2015. The total of one million Preferred Securities, which are not Basel IIIcompliant, was issued in December 2005 in connection with the acquisition of the SBC Wealth Management Group (UBS Private Banks and GAM) by the former Julius Baer Holding Ltd. The obligations related thereto were assumed by Julius Baer Group Ltd. in 2009. VISCHER advised Julius Baer with regard to this redemption. The VISCHER team comprised Dr. Markus Guggenbühl, Dr. Jana Essebier, Seraina Tsering and Dominic A. Wyss. Lamesa increases shareholding in Züblin to 37.44% SIX listed Züblin Immobilien Holding AG successfully placed 1 433 387 664 new registered shares in the capital increase at the offer price of CHF 0.05 per offered share. 1 323 868 992 new registered shares corresponding to 92.36% of the total shares offered were subscribed by Lamesa Holding S.A, owned by Viktor F. Vekselberg, and other investors by exercising pre-emptive rights during the rights exercise period while the remaining 109 518 672 new registered shares were placed in the share offering and purchased by Lamesa Holding S.A. Lamesa s shareholding in Züblin thereby increased to 37.44% following the capital increase. The net proceeds of approximately CHF 70 million will be used to repay the shareholder loan granted by Lamesa Holding S.A., for the financing of potential acquisitions to further develop and grow Züblin s investment portfolio and for other corporate purposes. VISCHER advised Lamesa Holding S.A. in this transaction. The VISCHER team comprised Robert Bernet (lead), Dr. Markus Guggenbühl, Dr. Jana Essebier, Dr. Peter Kühn and Julian Merz. Another litigation success in the Lehman Brothers-mandate In the Lehman Brothers-mandate, VISCHER has achieved another litigation success. The Zurich District Court has dismissed an action challenging the schedule of claims ("Kollokationsklage") of an important foreign investment bank in the amount of CHF 37 Mio. in the first instance. The proceedings were about alleged claims under US securities law in connection to futures Transactions. The VISCHER team was led by Dr. Christian Oetiker (Dispute Resolution), Dr. Markus Guggenbühl and Dr. Jana Essebier (both Capital Markets), supported by the US law firm Venable. Respondent was represented by Homburger and Sullivan & Cromwell. Julius Baer successfully raises additional hybrid tier 1 capital VISCHER advised Julius Baer Group Ltd. in its Placement of additional hybrid 4/8
Tier 1 capital. After a short book-building process, Julius Baer Group Ltd. has successfully placed CHF 350 Million of subordinated, unsecured debt with private and institutional investors. The perpetual non-cumulative Additional Tier 1 Securities carry a coupon of 4.25%. The additional hybrid tier 1 capital will balance the diminishing Basel III capital recognition of Julius Baer Group s outstanding old style capital instruments (preferred securities and lower tier 2 subordinated unsecured bonds). An application will be made for provisional admission to trading on the SIX Swiss Exchange. The VISCHER Team was led by partners Dr. Markus Guggenbühl and Dr. Benedict F. Christ and included Dr. Peter Kühn and Janusz Marty. Ongoing advice to PricewaterhouseCoopers AG in connection with the bankruptcy procedures involving the Lehman Brothers entities in Switzerland VISCHER continues to advise PricewaterhouseCoopers AG acting as the liquidator of Lehman Brothers in Switzerland on panoply of regulatory and legal issues in connection with the ongoing bankruptcy procedures involving the Swiss Lehman Brothers entities, such as the unwinding of debt, derivatives and other related intra group and third party creditor transactions. The firm's more recent assignments included advice related to the collocation plan, the collection of claims and support of the liquidator in its negotiations with third party and intra group creditors, including the parent company Lehman Brothers Holding Inc. and Lehman Brothers International (Europe) (in administration), the largest European affiliate. The firm also represents the Swiss Lehman estate in some of the collocation proceedings currently pending before the competent Swiss court. The team is led by Dr. Markus Guggenbühl and includes Dr. Christian Oetiker, Dr. Jana Essebier, Barbara Meyer, Dr. Peter Kuehn, Nicolas Facincani, David Weber, Peter Hostansky, Sandra Altherr, Leticia Morais. Advice to Helvetia Insurance regarding regulatory matters and financing transactions VISCHER advises Helvetia on a variety of legal and regulatory issues including the impact of the most recent regulatory changes affecting the insurance industry in Switzerland and abroad. We regularly provide advice in the negotiations of standard agreements on derivative transactions and securities lending and with regard to investments in structured products and other complex financing transactions. The team is led by Dr. Christian Oetiker and Dr. Markus Guggenbühl and includes Dr. Jana Essebier and Dr. Peter Kuehn. Representation of an international syndicate of banks in connection with a secured syndicated credit facility VISCHER represented a syndicate of major Swiss and foreign banks led by Credit Suisse on a CHF 130 million secured syndicated credit facility for a large company active in the convenience foods market. The team was led by partner Dr. Markus Guggenbühl and included associate Nicolas Facincani. Advice to Elliott Advisors on its proxy solicitation against Actelion VISCHER advised the prominent US hedge fund Elliott on certain Swiss law matters in its proxy solicitation for a number of proposed changes to the board and the corporate governance of Actelion Ltd, one of the largest Swiss pharmaceutical corporations with SMI listing. The campaign was launched in 2011 and although not ultimately successful, received widespread public attention within Switzerland and in the international press. It was one of the first US-style proxy fights by a minority shareholder ever seen in the Swiss market. The team was led by partner Dr. Markus Guggenbühl and included Dr. Matthias Glatthaar and other associates. 5/8
Practice - Court Clerk, Research Assistant to Professor Arthur Meier-Hayoz (University of Zurich) - Associate with major Swiss law firms and with Skadden, Arps, Slate, Meagher & Flom LLP, New York Memberships in Associations - Zurich Bar Association - Swiss Bar Association - Swiss Arbitration Association - American Bar Association - International Bar Association - Zurich Chamber of Commerce - Swiss-American Chamber of Commerce Mandates as board member Board Member of various Swiss Corporations 6/8
About VISCHER We effectively support our clients in a solution oriented manner in legal, tax and regulatory matters. Our lawyers, tax experts and notaries are organized in the specialist practice teams listed below, each led by an experienced partner. This enables us to individually tailor our services to meet the requirements of the individual project in the most effective manner. Our offices are located in Zurich and Basel, the two largest business centers of Switzerland. Independence is a key factor for the optimal protection of client interests. We therefore put great value on a very high conflict of interest standard that is no longer obvious in the international legal industry. In order to also remain independent in transborder transactions, we have built up our own global network of foreign law firms enabling us to select our foreign attorneys based exclusively on the requirements of the individual mandates and without having to take into consideration the instructions of a law firm group or a network organization. - Antitrust and Competition - Aviation - Banking and Finance - China Desk - Civil Law Notaries - Compliance Support - Corporate and Commercial - Data & Privacy - Employment Law - Energy - Health Care - Immigration - Information and Communication Technology - Intellectual Property - Life Sciences, Pharma, Biotech - Listed Companies - Litigation, Arbitration - Media and Entertainment - Mergers & Acquisitions - Pension Funds - Private Clients - Private Equity, Venture Capital, Corporate Finance - Public Sector and Regulatory - Real Estate - Restructuring and Insolvency - Sports Law - Startup Desk - Tax - White Collar Crime Zürich VISCHER AG Schützengasse 1 8021 Zürich Switzerland Tel +41 58 211 34 00 Fax +41 58 211 34 10 Basel VISCHER AG Aeschenvorstadt 4 4010 Basel Switzerland Tel +41 58 211 33 00 Fax +41 58 211 33 10 7/8
8/8