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  • CEE Real Estate Event in London a Success

    On June 12, 2014, lawyers, bankers, and investors met at the Duke Hotel in London to discuss the comparative realities of the real estate market in three considerably different European markets: Spain, Poland, and Hungary. 

    The panel discussion was moderated by Denise R. Hamer, Partner at Richards Kibbe & Orbe LLP, which hosted the event. Panelists included: Eric Assimakopoulos, Founder and Principal of Revetas Capital Advisors LLP; Pawel Halwa, Managing Partner Warsaw of Schoenherr Attorneys at Law; Enrique Isla, Partner and Co-Head of Real Estate of King & Wood Mallesons SJ Berwin; Szabolcs Mestyan, Partner of Lakatos, Koves and Partners Budapest; Tony Pinnell, Director of CEE Investment Services of Colliers International; Jorge Valenzuela Requena, Head of Business Development Spain of Hill International; and Patrick Wright, Head of Debt Restructuring and Portfolio Strategies of BAWAG P.S.K.

    The discussions kicked off with a brief state-of-the-market where panel members expressed their views on the real estate sector at the moment and likely future developments. Hamer commented: “We learned that Spain, Poland and Hungary all have vibrant real estate markets with different risk/reward profiles…but interestingly, not necessarily the risk/reward profiles generally accepted by market convention. For example, despite being located in Central Europe and therefore having a perceived higher risk profile, Poland and Hungary in fact provide greater legal certainty and security in terms of enforcement of rights and remedies for real estate investors than Spain.”

    While the challenges in each of the three markets differed in nuances, the critical next focus for real estate players in all three emerged the same. Hamer summed up: “All speakers agreed that active asset management is the essential cornerstone of successful real estate investment. Furthermore, in Central and Eastern Europe, where real estate asset management is still in its nascency, an investor who can bring asset management to the negotiating table has a decided structuring and pricing advantage.”

    A full summary of the panel discussion will be published in the upcoming issue of the CEE Legal Matters magazine – stay tuned!

  • Buzescu Ca Advises Travelport on Acquisition

    Travelport has acquired the assets of the Romanian subsidiary of Hotelzon as part of its global acquisition of the company.

    Hotelzon, which is headquartered in the United Kingdom, has offices in Finland, Sweden, and Romania. The deal was announced on June 12, 2014, and the sale price was not disclosed.

    Established in 1972 and previously owned by Esa Karppinen for 28 years, Hotelzon is a leading hotel distribution technology provider for the B2B market. Hotelzon offers services for corporate business travelers, hotels and travel professionals. It has approximately 80 employees. Travelport is a leading travel commerce marketplace providing distribution, technology, payment and other solutions. With a presence in over 170 countries and approximately 3,600 employees, it reported a 2013 net revenue of USD 2.1 billion.

    According to industry sources, Travelport was advised on Romanian elements of the deal by the Buzescu Ca law firm.

  • Kinstellar Adds Partner and Managing Associate in Turkey

    Kinstellar has announced that Turkish lawyers Tolga Semiz and Ozlem Ozgur Arslan have joined the firm’s Istanbul office. 

    Semiz joins Kinstellar as Partner and Head of the firm’s Litigation practice in Istanbul. He has over 15 years’ legal experience advising international and domestic clients in various industries and has particular expertise in litigation as well as in commercial and corporate law. Prior to joining Kinstellar he had his own practice in Turkey (Semiz Attorneys at Law), advising on a range of general corporate and business issues. The firm released a statement declaring that “Tolga is an important part of our ambitious plans to further build our local litigation practice and consolidate the firm’s presence in Turkey.”

    Arslan joins as a Managing Associate and Head of the office’s IP practice. She has more than 10 years’ experience in a wide range of intellectual property issues. Ozlem holds an LL.M. degree in Law of Economics with honors from Ankara Baskent University. Prior to joining Kinstellar, she served as Executive Director of Abu-Ghazaleh Intellectual Property Turkey Office and then as Head of the IP Department at the Aksan Law Firm.  

    Jason Mogg, Kinstellar’s Managing Partner, commented: ‘‘Tolga’s and Ozlem’s arrival represents an important step in the development of our capabilities in Turkey. We are confident that both will be remarkable assets to our clients and instrumental to the successful future of this office and the firm’s growth. We welcome Tolga and Ozlem to the team and look forward to their contribution to the firm.”

     

  • Wolf Theiss Advises J.P. Morgan on Petrol Bond Issuance

    Wolf Theiss has advised J.P. Morgan Securities on the issuance of bonds by Petrol, d.d, Ljubljana, the leading Slovenian energy company.

    Petrol successfully placed 5-year bonds worth a total of EUR 265 million. The bonds were priced at 99.32% of their notional amount, carrying a 3.25% annual coupon and a yield to maturity of 3.4%. The company announced its transaction on the open market on Monday, June 16, 2014. The order book was closed within three hours of the transaction announcement with roughly EUR 1 billion in high-quality orders from over 120 institutional investors. The transactions were concluded primarily with fund managers and insurance companies, which accounted for 89% of the orders, with the balance taken up by banks and private banks with 10% and other investors accounting for the remaining 1%.  

    The Wolf Theiss team was led by Partner Markus Bruckmuller and Associate Uros Notar. The scope of work included negotiating the documentation from a Slovenian law perspective, drafting the taxation section in the Prospectus, as well as providing a standard legal opinion on the documentation. 

  • Four firms involved in Electrica IPO in Romania

    Allen & Overy, Paul Hastings, Musat & Asociatii, and Clifford Chance were involved in Romania’s state-owned electricity provider Electrica.

    The share sale ran from June 16 to June 25 on the Bucharest Stock Exchange and in London. The state, which currently own the company fully, will cut its stake in the company to about 48.8 percent after the sale.

    According to Bloomberg, the offer of a majority in the Black Sea EU state’s biggest power distributor has attracted 13,700 subscriptions from companies and individuals two days before its scheduled close, exceeding the record 12,000 in Romgaz SA’s share offering last year. 

    According to the Electrica Offering Prospectus, the joint global coordinators and joint bookrunners for the IPO were Citigroup Global Markets Limited, Raiffeisen Bank, and Societe Generale Corporate and Investment Banking, with BRD Group Societe Generale acting as the manager and SSIF Swiss Capital as the distribution agent. 

    According to the same prospectus, Electrica was advised by Allen & Overy on US and English law matters while the firm’s associated office in Romania, Radu Taracila Padurari Retevoescu (RTPR), provided Romanian law support. The managers were advised by Paul Hastings as to US and English law and by Musat & Asociatii as to Romanian law. Lastly, Clifford Chance and its Romanian office, Clifford Chance Badea provided legal assistance to the depositary.

    Editor’s Note: In a July 2 press release, Allen & Overy stated that its team on the deal was led by Frankfurt Partner Gernot Wagner and London Partner James Roe, and included Senior Associate Susanne Lenz and Associates Rebecca Emory, Oliver Reimers, Michael Snook, and Michael Hossack. Allen & Overy Partner Jack Heinberg and Associates Brian Schultz and Shira Selengut provided advice on US tax law. 

    The RTPR Allen & Overy team was led by Bucharest Partner Mihai Ristici and also included Senior Associates Loredana Boeru, Anca Rusu, and Victor Rusu, and Associates Ana Maria Eremia and Adrian Cristea. 

     

     

  • Partnership Promotions Baker & McKenzie

    Baker & McKenzie has announced the election of 65 new partners from 32 offices in 22 countries across the Firm worldwide, bringing the total number of partners in the Firm to 1,480.

    The firm’s announcement included nine lawyers promoted to Partner in CEE. The great majority of the firm’s promotions — including all of those in CEE — are effective as of July 1, 2014.

    Lawyers who will be joining the partnership in CEE include Trade & Commerce lawyer Birturk Aydin in Istanbul, Banking/Finance lawyer Dmitry Dembich in Moscow, Dispute Resolution lawyers Georg Krakow in Vienna (pending bar admission), Anton Maltsev in Moscow, and Koray Sogut in Istanbul, IP lawyer Pavel Gorokhov in Moscow, M&A lawyer Sergey Krokhalev in Moscow, and Tax lawyer Pavel Fekar in Prague.

    The firm announced that 29% of the promotions are in Asia Pacific; 32% are in Europe, Middle East and Africa; 14% in Latin America; and 25% in North America. 28% of those promoted to partner are women. 

    Combined with the 56 lateral partners the firm added on in the past year, a total of 121 partners have been added to the firm’s letterhead.

     

  • Hendrickson Acquires Frauenthal Group Subsidiaries

    Wolf Theiss has advised Hendrickson and Winston & Strawn has advised the Frauenthal Group on Hendrickson’s June 18 acquisition of FG’s subsidiaries in Austria, France, and Romania.

    In particular, Hendickson — a US automotive supplier — acquired automotive components manufacturers in Judenburg (Austria), Chatenois and Douai (both in France) and Sibiu (Romania) from Austria’s Frauenthal Group for a reported EUR 25 million. The components produced by these members of the “Frauenthal Automotive Group” are delivered to numerous manufacturers in the European utility vehicle industry. 

    Partner Christian Hoenig led Wolf Theiss’s team on behalf of Hendrickson, assisted by Associates Christian Hammerl and Doris Buxbaum. Lead counsel for the Frauenthal Group was Winston & Strawn Paris, who also advised on the acquisition of the French subsidiary. Managing Partner of Wolf Theiss Erik Steger believes the deal is an encouraging sign for the future: “Another successful M&A deal shows not only our ability to successfully and promptly handle such deals over several jurisdictions, but is fortunately also an indication of the economic recovery of the whole region.”

     

  • Greek banks: From private ownership to public and back in less than … 14 months!

    Greek banks: From private ownership to public and back in less than … 14 months!

    Greek banks have successfully attracted substantial private investment and diluted public ownership, only a few months after their recapitalization and ensuing de facto nationalization.

    Although historically conservative and well-capitalized, the aftermath of the Lehman crisis and the ensuing Greek sovereign debt crisis took its toll on Greek banks: 
    • depositors feared Greece’s exit from the Eurozone (Grexit) and the possibility of  bank insolvency and about one third of deposits were withdrawn from Greece, thereby draining the Greek banking system’s liquidity; 
    • non-performing loans (NPLs) and related provisioning needs spiked;
    • deterioration of Greece’s sovereign creditworthiness led to a deterioration of its banks’ creditworthiness and capital markets borrowing closed;
    • the Balkans and other countries where Greek banks had operations (such as Egypt, Ukraine, Albania etc.) experienced similar recessionary trends or political turmoil and the need for the financial support and liquidity of such operations increased; and
    • deleveraging (i.e. accelerating loans and ceasing the provision of new ones) was available only to a limited extent.

    Consequently, liquidity was severely affected and Greek banks became wholly dependent on European Central Bank funding. Unprecedented losses incurred from the restructuring of Greek sovereign debt and the increase in NPLs adversely affected capital ratios. To sum up, Greek banks were a threat to systemic stability and in dire need of recapitalization, and radical measures were therefore implemented. 

    The Hellenic Financial Stability Fund (HFSF) was created in order to supervise the recapitalization and consolidation of the banking sector and manage the holding of banking shares. HFSF was funded with EUR 50 billion. 

    The Bank of Greece (BoG) did not allow the default of any Greek bank on its deposit obligations and enforced an aggressive consolidation agenda whereby weak banks were dissolved and their assets eventually sold to other stronger banks. International banks that decided to exit the Greek market recapitalized and subsequently sold their Greek banking operations (typically for negative consideration). To-date, only four large banks and two smaller banks have survived. 

    To address investors’ mistrust on NPL formation and provisioning, BoG engaged Blackrock Solutions to conduct an independent review. Blackrock concluded its work in December 2012 and predicted NPL total losses of approximately EUR 31 billion for the next 3 years. 

    The first recapitalization took place between April and July 2013, after the Greek government’s debt restructuring and the conclusion of Blackrock’s review. HFSF contributed EUR 25.5 billion, while the private sector contributed EUR 3.1 billion:

    Under the recapitalization law, if: (i) the private sector contributed at least 10% of the total recapitalization amount required; and (ii) the bank complied with its restructuring plan, HFSF would not be entitled to elect a bank’s board of directors and its management and would only exercise veto rights. Accordingly, Piraeus, Alpha, and NBG’s incumbent private management was retained and only Eurobank’s management was replaced (given the absence of private sector contributions). 

    As an additional incentive, all private investors that participated in the recapitalization of the aforementioned three banks were allocated free warrants, a listed security granting a call option with a 4.5 year duration on HFSF’s shares at the original issue price (plus interest). 

    After the completion of the first recapitalization, market conditions started to improve, international markets became optimistic, political instability and the Grexit talk subsided and investors began returning to Greece. BoG commissioned a second review by Blackrock, which was released in early March 2014 and depicted a more positive outlook than expected in the market at the time. 

    The banks quickly seized the opportunity that arose to: (i) raise additional capital; (ii) strengthen capital ratios, particularly given the application of Basel III reforms; (iii) address capital deficiencies under the second Blackrock review; and (iv) with respect to Alpha and Piraeus, partially repay state aid received in 2009. 

    The second recapitalization took place between April and May 2014, raising EUR 8.3 billion from the private sector and resulting in the HFSF’s dilution.

    The second recapitalization dramatically changed the Greek banking arena. Eurobank, the weakest bank most severely affected, currently has the highest number of private shareholders that include a group of prime international investors that intend to supervise management. Piraeus and Alpha are clearly the two largest players in the market whereas NBG now has ample time to prepare for the sale of its significant Turkish subsidiary, Finansbank. 

    The Greek crisis has endured drama and it is impossible to predict its end. However, the above developments constitute a remarkable achievement: the transfer of the Banks from private ownership to public and back again in less than … 14 months! Despite the financial turmoil, the Greek banks succeeded in attracting private investment and are now on their way to recovery.    

    By Cleomenis Yannikas, Partner, Dryllerakis & Associates

    This Article was originally published in Issue 3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

     

  • Be in the Know, Now: June Issue Out

    Be in the Know, Now: June Issue Out

    The June 2014 issue of the CEE Legal Matters magazine is out now, and available for subscribers around the world both in print and electronic versions.

    Issue 3

     

     Click on picture to access the June issue.

    As CEE Legal Matters subscribers already know, every issue of the CEE Legal Matters magazine contains 100% original material, with no material copy-and-pasted from law firm client alerts or press releases. It’s all new. And it’s out now.

    The June issue contains all the insight and information subscribers have come to expect. The special Guest Editorial is an essay about the unpredictability of CEE practice by Schoenherr Partner Marcus Piuk. The Across the Wire feature includes the popular Summary of Deals and Cases and Summary of Partner Moves that subscribers generally turn to first. Articles in The Frame – as always, informative, entertaining, and enlightening – include “Roots in Revolution” – an article about the American law firm that ties its presence in Poland to the 1980s Solidarity movement – and Part II of the special “Glass CEEling” report on female partnership opportunities in Central and Eastern Europe. Other Frame articles include “Moving In, Moving On”, a profile of two lawyers in Turkey adapting to non-legal Country Manager positions, “Behind the Deal”, a conversation with the lawyer responsible for engineering LEGO’s new plant in Hungary, and a special CEE Legal Matter Round-Table conversation on the future of international law firms in CEE

    The Market Spotlight in the June issue falls on Russia, with a Guest Editorial from Sergei Voitishkin, the Managing Partner of Baker & McKenzie, and “Bad for Business” – a conversation with Managing Partners at international law firms in Russia about the effect Western sanctions are having on their business. The Market Spotlight also contains in-depth conversations with Heads of Legal for Russia at Danfoss, ABB, PPF Life Insurance, Lukoil, and Groupon, as well as the Expat on the Market interview with Doran Doeh, a Partner and Russia expert at Dentons in Moscow.

    The subject of the Experts Review feature is Privatization/PPP, with experts from top ranked law firms in the field from across CEE providing analysis and perspective on the state of affairs in their markets.

    Finally, the popular Top Sites feature focuses on law firm websites in Hungary and Russia.

    Subscribers can access any of the individual articles by following the relevant hyperlinks above or can follow this link to access the flash version of the last issue

    With the publication of the June issue, all content from the previous issue will move out from behind the subscribers-only pay-wall and will become freely accessible to non-subscribers. Articles from that issue are accessible independently, and the entire electronic version of the magazine can be accessed here.

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  • Privatization in Lithuania: Current Trends and Perspectives

    Privatization in Lithuania: Current Trends and Perspectives

    The privatization process in Lithuania – which lasted for more than 20 years – is about to end. The most hectic period has already passed and the biggest objects have already been privatized. As the Lithuanian state-owned Property Bank and State Property Fund, which are authorized to perform privatization procedures, do not have the high amount of privatization work they did 20 years ago, the merger of these enterprises is expected in the near future.   

    Current Privatization Trends 

    One of the recent major privatizations was performed in 2012 when the Lithuanian embassy building in London was privatized and the state budget was replenished with more than EUR 6 million. Lithuania is also trying to sell its embassy building in Warsaw. However, the building in the Polish capital – initially valued at EUR 2.6 million – has gone unsold for a few years now, and real estate experts are advising the government to reduce the price. If the government follows this advice this might be the next interesting privatization object. Another interesting object is a huge territory of 1,8191 hectares in the very heart of the Vilnius old town – the former territory of the Red Cross hospital – which the purchaser may transform into commercial and residential real estate. It will be sold by public auction.

    Also in the local market minor objects like apartments, garages, warehouses are popular among buyers, as the prices are usually reasonable and such objects require low maintenance costs. Privatization of the remaining large and more expensive real estate objects is pretty slow as real estate objects are sold along with land plots and the banks refuse to finance such transactions – banks do not finance acquisitions of land – therefore, many public auctions fail.

    Common Problems of Privatization

    Privatization of the few remaining state objects is problematic. According to a report prepared by the National Audit Office of Lithuania in 2013, many of the objects are not formed as separate units, or formal registration has been performed improperly, or real estate objects are illegally occupied by natural persons and eviction of them is complicated.  

    In addition, the National Audit Office of Lithuania has stated that the land plots needed for exploitation of the object have not been formed and properly registered within the state. According to the jurisprudence of the national courts, it seems that the latter problem is quite common. The other common problem is that the object may be situated on a plot possessed by natural person or private legal entity. This situation usually necessitates negotiating lease conditions or even going to court to establish easements. 

    Most state entities do not conduct any activities or are being liquidated or bankrupt, and therefore do not interest potential buyers.

    Privatization of Strategic Companies

    There are several major state-owned strategic companies which could be privatized. It is believed that the privatization of these companies could improve the current condition of these objects and the money obtained would help finance other strategic state projects – and relieve taxpayers from the burden of maintaining them. Such major state strategic companies as Klaipedos Nafta (the state oil company, one of the most up-to-date terminals in Europe), Lietuvos Energija (the state energy company), and Lietuvos Gelezinkeliai (the national railway) would be of great interest of private investors. It must be noted that these strategic companies have special status provided by law, and investment into them must satisfy certain requirements (e.g., a potential investor must be a member state of the EU or NATO). Also, it is not possible to acquire a controlling stake of shares of such companies, as the law requires that the state possess more than half of all voting shares. Moreover, privatization of strategic companies always attracts public attention and involves long political discussions; therefore, the process is inevitably drawn out. As political discussions are still continuing, a decision on a possible sale of these companies has not yet been reached.      

    By Ruta Radzeviciute, Partner, and Aurelija Grigoraviciute, Lawyer, Fort

    This Article was originally published in Issue 3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.