CEE Legal Matters

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  • CMS Advises B2Holding on Acquisition of ULTIMO from Advent International

    CMS supported B2Holding, a leading European specialty finance business, in its July 1, 2014 acquisition of the entire share capital of ULTIMO, a leading Polish credit management business. The value of the transaction was not disclosed. Closing remains subject to antimonopoly clearance. 

    The current shareholders of Untimo are Advent International and Janusz Tchorzewski, ULTIMO’s founder and minority shareholder.  B2Holding is a Norwegian-headquartered company with a strong existing presence in the Nordic and Baltic markets. According to CMS, “ULTIMO will become an integral part of B2Holding’s multi-jurisdictional operations, which range from the Nordic region to CEE. It provides a strong platform from which B2Holding can execute its CEE growth strategy, and a number of follow-on acquisitions are planned in additional new markets. B2Holding will provide ULTIMO with access to substantial capital, industry experience, and strategic partnerships.”  

    CMS’s team was lead by Partner Marek Sawicki, who was supported by Of Counsel Joanna Blaszczyk.

     

     

  • RPP&P Confirms Role in Agrokor Acquisition of Mercator

    Rojs, Peljhan, Prelesnik & partners has announced its role in the recent Agrokor acquisition of the Mercator Group, which closed on June 27, 2014. Rojs, Peljhan, Prelesnik & partners acted for Agrokor, while Kavcic, Rogl, Bracun represented the sellers, which included several Slovenian banks.

    According to Rojs, Peljhan, Prelesnik & partners, “closing of the transaction was conditional on among other the obtainment of merger clearances and the Mercator Group and Agrokor reaching a satisfactory financial restructuring arrangement with Mercator Group’s lenders which would consider the combination of the two groups. The transaction was first cleared by the Slovenian national competition authority (the competition team of Rojs, Peljhan, Prelesnik & partners acted for Agrokor in front of the authority and also helped the company coordinate clearances in other jurisdictions).” (A report on the Serbian Merger Control elements of the deal appeared in the Experts Review section of the April, 2014 issue of CEE Legal Matters magazine).

    The debt restructuring condition which involved making changes to existing restructuring arrangements was satisfied only on June 24, 2014, after a series of intense rounds of discussions between all stakeholders. Agrokor was advised by Rojs, Peljhan, Prelesnik & partners on Slovenian law and by Slaughter and May on English law. As previously reported by CEE Legal Matters, Schoenherr, Clifford Chance and Jadek & Pensa acted for the lenders and the Mercator Group. 

     

  • Varul Advises on Sale of Cinamon Cinema Chain

    Varul’s M&A team advised on the sale of shares in the Cinamon Group of companies from GILD Arbitrage venture capital fund to DLT Capital, an Estonian company owned by Russians Tatjana Tolstaja and Vitaly Yakovlev.

    The Cinamon Group operates a chain of cinemas in Estonia, Latvia, and Lithuania. The turnover of the Group’s companies amounted to EUR 5.6 million in 2013.  

    GILD Arbitrage is a Baltic market-neutral hedge fund established in 2001, which, according to its website, “targets long-term maximum capital appreciation independent of the performance of equity and fixed income markets.” Between 80-90% of its portfolio is allocated to direct investments mostly in the Baltic countries, Ukraine, and Bulgaria. Direct investments include mostly mezzanine, structured loans, convertibles, bridge loans, MBO and LBO financing, as well as private equity investments to smaller extent. 

    Varul’s M&A team, led by Sander Karson, participated in the drafting of transaction documents and advised the client throughout the sale process. 

    Correction: The original version of this story erroneously reported that the shares in the Cinamon Group was sold to the Texas-based DLT Capital real estate investment management company. It has been corrected to reflect that the sale was made to the Estonian company operating under the same name.

  • American Lawyers CEElebrate July 4

    American Lawyers CEElebrate July 4

    Today marks the 238th anniversary of the American Declaration of Independence, and Americans will be celebrating with fireworks, barbecues, picnics, and beer. The famous “Baseball, Hot-dogs, and Apple Pie” recitation resonates today most of all. 

    American lawyers in CEE will be celebrating as well. To find out how, we reached out to a number of American lawyers working in the region to ask them to explain what the 4th of July means to them, and how they plan on celebrating the holiday. Here is what they had to say:

    Marcell Clark, Partner, Dentons, Budapest

    As an American, I remember it is 4 July and make a mental note of it, but it is like a little secret that I keep to myself. Since we have been in Europe, my family and I do not celebrate it or do anything special on this day. 

    This year, I hope to be closing a transaction on July 4, so no special remembrance planned, but maybe in the evening there will be a double reason to crack open a cold one. 

    Theodore Cominos, Partner, Edwards Wildman Palmer, London

    Ted Cominos

    The 4th of July, in the region, means a time to gather with my American colleagues and celebrate a uniquely American holiday together.  Other than Thanksgiving Day, this is the one holiday each year where we (American expats) tend to seek each other out and plan a collective get-together. For me, it means good times, good friends, and a sense of camaraderie…as well as a few proper ‘hot dogs’. 

    I will be in Istanbul with my wife and daughters enjoying the day, American-style.

    Ronald Given, Partner, Wolf Theiss, Zagreb

    Ronald Given

    Having grown up in small towns in the Midwest, the 4th of July was always a special holiday. I fondly remember long summer days that never seemed to end, swimming in warm, clear lakes, fresh sweet corn and tomatoes, real hot dogs and hamburgers (not McDonald’s!), watermelon, parades, fireworks, and being surrounded by family and friends. Everyone I knew pretty much shared the same view of the world and our place in it. We were especially proud to be Americans on the 4th of July. Being abroad exposes you to a much greater diversity of views of the world and America’s place in it. Things are not as comfortable and easy as those past days now seem, but it is in the present we live. 

    I will celebrate this particular 4th in Croatia at a gathering at the residence of the American Ambassador. I know I will be one of the very few Americans in attendance. At events of this sort one should really be able to make a cultural connection and share with others what is important to us about the 4th. After all, in every country’s past or present there was or is a time or times of breaking away and setting a new course. I suppose, though, differences in our current relative positions and other things tend to blur this commonality. Nonetheless, I hope that before the evening ends I will help other guests of the Ambassador have a better idea of the meaning of the 4th to us and why I am still very proud to be an American.

    Denise Hamer, Partner, Richards Kibbe & Orbe, London

    Denise Hamer

    I am a first generation American and the daughter of World War II refugees, so the American Independence Day holiday has always had a complicated but special meaning to my family. On the one hand, it is the American dream celebration of a new life, limitless opportunity, and well, independence, in the New World; on the other hand, it is the devastating loss of home, people, and identity in the Old World. 

    As I am in London for this Independence Day, I shall likely celebrate by taunting my British colleagues with my colonial Schadenfreude. 

    Bryan Jardine, Bucharest Managing Partner, Wolf Theiss:

    I grew up in a small New England town in Connecticut.  My memories of July 4th are therefore “small town” memories — parades, fireworks, picnics and barbecues with hot dogs, hamburgers, sweet corn and watermelon.  Very traditional “Americana”. 

    Like every year, I will attend the 4th of July party hosted by the US Embassy/Ambassador in Bucharest. Traditionally this has been at the Ambassador’s residence, but this year will be held on the 3rd of July at the US Embassy building. On Friday the 4th, I will actually work during the day, but then celebrate with my family with a barbeque at our house up in the country.

    Peter Z. Teluk, Kiev Managing Partner, Squire Patton Boggs

    Peter Teluk

    Though born, raised and educated in the United States, I have spent 4th of July here in Ukraine for 15 out of the last 20 years.  While the U.S. is celebrating its 238th Anniversary of Independence this year, Ukraine will be celebrating its 23rd.  The 4th of July is a symbol and celebration of what a country and its people can become if free from the rule of foreigners, and given the opportunity to develop its democratic institutions and a free economy.  In Ukraine, I hope every year that both the people and the leaders of the country take the opportunity to look to the U.S. as a model.  It’s not perfect and it has taken many years to develop and the development is not over.  However, the basic principles of life, liberty and the pursuit of happiness, which were fought for two centuries ago in the U.S., still remain key our values.  Today, the U.S. continues to play a crucial role in Ukraine and the rest of the world.  Its model of democracy can never be completely copied, but its principles can be used as a guide for a better future for Ukraine and its great people.

    Typically, I celebrate the holiday at the US Ambassador’s reception at his residence in Kyiv, Ukraine, which draws many of the U.S. expats, Ukrainian government officials and other countries’ diplomats. In addition, the US community holds a larger picnic celebration on the Saturday after the 4th.   The 4th of July itself is a work day though, so typically, no big celebration on the day itself. 

    Daniel Matthews, Istanbul Managing Partner, Baker & McKenzie

    Dan Matthews

    I have been an expat for nearly 20 years. While living in Russia and Azerbaijan, every Fourth of July, I always attended the AmCham celebrations to commemorate the holiday. 

    Now that I live in Istanbul, I attend the US Consulate General’s annual observance and look forward to AmCham/ABFT launching its annual Fourth of July event next year.

    Hamed Latif, Istanbul General Manager, Clifford Chance

    Hamed Latif

    What does the 4th of July mean for me? Good time for a vacation to the USA!

    In terms of how I will be spending it, it comes down to spending some time with friends, family and barbecuing and boozing! 

     

  • Greenberg Traurig Advises Bank Consortium in Bookbuilding for Shares of PGE

    Greenberg Traurig has advised a consortium of banks as global coordinators and joint bookrunners in a process of accelerated bookbuilding by the State Treasury and Polskie Inwestycje Rozwojowe (PIR) for the shares of PGE Polska Grupa Energetyczna.

    The process resulted in a sale of 65.4 million shares, for a total price of PLN 1.32 billion. The firm advised Deutsche Bank, London Branch, Goldman Sachs International, and UniCredit as global coordinators and joint bookrunners, and Espirito Santo Investment Bank, Bank Polski, and Societe Generale as joint bookrunners, on the deal.

    The Warsaw team of Greenberg Traurig advising on the deal consisted of Partner Federico Salinas, Local Partner Pawel Piotrowski, and Senior Associate Mateusz Chmielewski. According to the firm, “the State Treasury contributed the PGE shares (sic) a capital injection to Polskie Inwestycje Rozwojowe.” It was the first transaction of this kind. The capital injection occurred immediately before the sale of the shares by PIR, according to the terms set forth in a governmental development program devised for PIR. 

     

  • Wolf Theiss Advises on Cerberus Acquisition of Automotive Interiors Business

    Wolf Theiss has advised private equity firm Cerberus Capital Management on its purchase of the majority of Visteon Corporation’s global automotive interiors business. The price of the transaction was not disclosed. 

    Visteon designs, engineers and manufactures components and systems for most vehicle manufacturer worldwide – it has facilities in 29 countries and employs about 24,000 people. The operations acquired by a Cerberus affiliate had global revenues of about USD 1 billion in 2013 and produce a range of automotive interior products, including cockpit modules, instrument panels, door panels and floor consoles. The transaction is subject to regulatory reviews and other conditions and is expected to be completed by December 31, 2014.

    According to Wolf Theiss, Upon completion of the transaction, Cerberus intends to use the business as a platform from which to pursue additional acquisitions in the automotive interiors space.

    Wolf Theiss Partner Horst Ebhardt, who coordinated the transaction on behalf of Wolf Theiss, said of the deal that: “We are pleased that we could support our long term client Cerberus in relation to the purchase of Vistion’s target assets located in Slovakia, Poland, Croatia and Hungary.” Wolf Theiss will continue to advise Cerberus throughout the closing of the transaction.

     

     

  • Boyanov and Skadden Advise Visteon on Acquisition From Johnson Controls

    Boyanov & Co. has advised the Visteon Corporation on Bulgarian elements related to its acquisition of the automotive electronics business of Johnson Controls.

    The acquired business provides automakers with driver information, infotainment, connectivity, and body electronics products. The transaction involves about 4,800 employees, including about 1,000 engineers, electronics specialists, and designers at seven research and development centers, including the Bulgarian Electronics Development Center of Johnson Controls, which has nearly 600 employees. According to Boyanov & Co., the acquisition “creates one of the world’s three largest suppliers of vehicle cockpit electronics.”

    Boyanov & Co. acted as Bulgarian legal counsel to Visteon, and provided advice and assistance on all Bulgarian legal aspects of the deal. The Boyanov & Co.’s team on the deal was led by Senior Associate Nickolai Zisov. Visteon’s global legal counsel was Skadden, Arps, Slate, Meagher & Flom. 

     

  • Weinhold Legal Advises Sarantis on Acquisition of Astrid

    The Czech Weinhold Legal law firm has advised the Greek Sarantis group on its acquisition of the Czech Astrid cosmetic brand. The Sarantis group is a leading European cosmetics and household products manufacturer.

    Astrid — founded in 1847 — is a traditional Czech producer of skin-care products used for health and beauty of facial and bodily complexion with emphasis on sunbathing, foot-care, and lip-care products. According to the Astrid website: “Without exaggeration it can be said that Astrid, with its famous name, has maintained its place among the top manufacturers of cosmetics brands and its star continues to shine in the heavens of cosmetics with undiminished strength.”

    The Weinhold Legal team was led by Partner Daniel Weinhold, in cooperation with Of Counsel Dusan Kmoch, attorney Ondrej Havlicek, and others. 

     

  • EPAM Confirms Role in ZhilFinans Securitization

    Egorov Puginsky Afanasiev & Partners (EPAM) has announced that it advised the Housing Finance Bank (ZhilFInans) on the two transactions to securitize its mortgage assets (a transaction reported on by CEE Legal Matters yesterday).

    According to EPAM, “each transaction involved placement of three classes of subordinated bonds by special purpose vehicles (mortgage agents). The senior tranche was placed by public offering, middle (mezzanine) tranche was placed for the benefit of the Agency for Housing Mortgage Lending OJSC, and the equity tranches for the benefit of Bank ZhilFinance, acting as the originating bank partially assuming the transaction risks.”

    The EPAM team advised on the introduction of the middle tranche into the deal structure, which mitigated the risk assumed by the originating bank and allowed it to increase the number of senior tranche bonds placed. The firm explained that “other specifics of the deal affecting the contents of the contractual and emission documents include depository accounting of the mortgage bonds constituting the mortgage coverage (the property pledged on bonds), as well as monthly bond coupons.”

    Ruslan Iseev, the Chairman of the Management Board at Bank ZhilFinance,  commented that, “the successful completion of the transaction is an important step in implementing the bank’s strategy, aimed at increasing pools of mortgages issued, refinanced and served by the bank.” 

    EPAM Partner and Head of the Capital Markets Practice Dmitry Glazunov supervised the firm’s team on the deal, assisted by Senior Associate Oleg Ushakov and Associate Vladimir Goglachev.

     

  • VASS Lawyers Secures Win in CE Oltenia Auction Dispute

    VASS Lawyers has secured a victory for an association of three companies — M.A.R.S.A.T., G.R.I.M.E.X., and Neptun (the “First Association”) — regarding a auction organized by Complexul Energetic Oltenia (CE Oltenia) for the modernization of the Lupoaia excavation facility.

    The success follows a four month process involving hearings in three different courts.

    In February 2014, M.A.R.S.A.T. — the leader of the association — contested the decision of CE Oltenia to invite another association (consisting of Popeci Utilaj Greu, UMR, Dasconsult, Imsat Motru, Proatlas Ing, and Romdata Aq (the “Second Association”)) to the final stage of the electronic auction. 

    VASS Lawyers proved to the National Council for Solving Complaints (“Consiliului National de Solutionare a Contestatiilor” (CNSC)), that the Second Association’s proposal was improper and should not have been accepted, as it included, among other aspects, an execution term longer than the one required by the CE Oltenia. As a result, the CNSC cancelled the results of the electronic auction and set it to recommence in 10 days time. The CNSC’s decision was challenged by both CE Oltenia and the second association, but the Alba Iulia Court of Appeal rejected both complaints. As a result the April 3, 2014 decision of the CNSC is final and CEO will now sign the contract with the first association, the only admissible offer remaining in the auction procedure.