Hamburg/Stuttgart – Struggling gas company Securing Energy for Europe (SEFE) has been transferred to the ownership of the Federal Republic of Germany in order to secure German gas supplies. SEFE is regarded as a pivotal energy supplier in Germany and previously traded under the name Gazprom Germania GmbH as a subsidiary of Russian company Gazprom. To nationalise the company, the Federal Ministry for Economic Affairs and Climate Action (BMWK) used its powers under the Energy Security Act (Energiesicherungsgesetz) to apply corporate actions and bring about the change of ownership. The aim is to stabilise the company, which was at risk of insolvency due to over-indebtedness in the commercial balance sheet.
SEFE hit severe financial problems in the early part of 2022 due to the conduct of its Russian shareholder and as a result of sanctions. Matters were made more difficult by the fact that business partners and banks wanted to end their business relationships with SEFE due to the unclear ownership structure, or were unwilling to enter into new relationships with the company. SEFE has been under the fiduciary management of the Federal Network Agency (Bundesnetzagentur) since April. Prior to that, a non-transparent sale of the company to another Russian company had taken place, with the latter attempting to liquidate SEFE.
A team led by CMS partners Dr Christian von Lenthe, Dr Alexandra Schluck-Amend and Dr Holger Kraft advised the BMWK and the Federal Network Agency on all legal aspects of ordering and implementing the Federal Network Agency’s trusteeship under the Foreign Trade and Payments Act (Außenwirtschaftsgesetz) and the Energy Security Act, on the associated stabilisation measures and on the related negotiations. The advice also included all the regulatory aspects (merger control, state aid, investment protection) and sanctions law. The wide-ranging support provided to the federal government and the Federal Network Agency marks a new departure in German legal advice due to the constantly evolving new legislation around the Energy Security Act, the large number of legal and financial issues and their political context. During the project, the team worked closely with other international CMS offices, particularly in the UK, Singapore, Hungary and Switzerland.
The capital reduction means that a company held by the BMWK will become the owner of SEFE. The German government had stabilised the company over recent months by way of a loan from state development bank KfW totalling EUR 11.8 billion. The company expects that the KfW loan will soon be increased to EUR 13.8 billion.
CMS Germany
Dr Christian von Lenthe, Partner, Hamburg, Corporate
Dr Alexandra Schluck-Amend, Partner, Stuttgart, Restructuring
Dr Holger Kraft, Partner, Hamburg, Corporate
Dr Hermann Müller, Partner, Hamburg, Public Law
Christoff Soltau, Partner, Hamburg
Dr Björn Herbers, Partner, Brussels, both Merger Control
Dr Michael Bauer, Partner, Brussels, State Aid
Dr Marc Riede, Partner, Hamburg, Banking & Finance
Josephine Wolff, Senior Associate, Stuttgart
Manuel Nann, Associate, Stuttgart
Pit-Johannes Wagner, Associate, Stuttgart
Christoph Simmat, Associate, Stuttgart, all Restructuring
Dr Barbara Wössner, Partner, Stuttgart
Dr Matthias Löhle, Counsel, Frankfurt/Main
Dominik von Zehmen, Counsel, Frankfurt/Main
Dr Stefan Kühl, Associate, Hamburg, all Corporate
Dr Rolf Hempel, Partner, Stuttgart
Moritz Pottek, Senior Associate, Brussels
Dr Robert Bodewig, Associate, Hamburg, all Merger Control
Dr Julia Runge, Principal Counsel, Hamburg
Nicolai Bischof, Senior Associate, Hamburg, both Finance
Kai Neuhaus, Partner, Brussels, Sanctions Law
Roxana Mina Kruse, Senior Associate
Helmer Krane, Senior Associate, Brussels, both State Aid
Dr Joachim Kaetzler, Partner, Frankfurt/Main
Charlotte Salathé, Senior Associate, Frankfurt/Main, both Compliance
Susanne Schwalb, Partner, Munich
Dr Tilman Niedermaier, Partner, Munich
Prof. Klaus Sachs, Partner, Munich
Nika Rassadina, Senior Associate, Munich
Eric Bremer, Associate, Munich, all Investment Protection
Dr Volkmar Wagner, Partner, Stuttgart
Dr Sven Brockhoff, Counsel, Stuttgart
Jan Gröschel, Senior Associate, Hamburg
Dr Florian Kuhlmann, Senior Associate, Hamburg
Dr Arno Görlitz, Associate, Hamburg, all Public Law
Sören Seidel, Partner, Hamburg
Dr Philipp Nonnenmühlen, Senior Associate, Hamburg
Kristina Walter, Associate, Hamburg, all Employment
Dr Matthias Schlingmann, Partner, Hamburg
Marwin Berrer, Senior Associate, Hamburg
Sören Thaden, Associate, Hamburg, all Litigation
Dorothée Janzen, Partner, Hamburg
Christoph Zarth, Partner, Hamburg
Dr Gerald Gräfe, Partner, Stuttgart
Dr Johann Sieber, Senior Associate, Stuttgart, all Commercial
Dr Nikolas Gregor, Partner, Hamburg
Petra Goldenbaum, Counsel, Hamburg, both Intellectual Property
Max-Julian Wiedemann, Associate, Hamburg, TMC
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