On June 9, 2014, Karanovic & Nikolic announced that merger clearance had been obtained for Agrokor’s purchase of a 53.1% stake in Mercator.
The firm announced today that, following that clearance, all other preconditions have been satisfied, and the acquisition was made final on June 27, 2014. Mercator is Slovenia’s largest retailer and Agrokor is the largest private company in the region, active predominantly in the manufacturing, distribution and retail of fast moving consumer goods.
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.
Schoenherr, Clifford Chance, and Jadek & Pensa have advised on the successful EUR 1 billion restructuring and refinancing of Slovenia’s Mercator Group.
Schoenherr acted as lead counsel to the co-ordinator Erste Group Bank and the coordination committee (consisting of Nova Ljubljanska banka; Raiffeisen Bank International; SKB banka; UniCredit Banka Slovenija; and VTB Bank) of the consortium of more than 50 creditor banks, while Clifford Chance and Slovenia’s Jadek & pensa advised the Mercator Group. Comprehensive documentation for the financial restructuring was signed on June 9, 2014.
Schoenherr described the project as “one of the most extensive, complex, and challenging financial restructuring processes of its kind in this part of Europe.” The Mercator Group is one of the largest Slovenian corporate groups, and is the leading retail chain in Southeastern Europe. Schoenherr advised the creditors in all of the jurisdictions involved in the matter: Slovenia, Croatia, Bosnia and Herzegovina, Montenegro, and Serbia.
The Schoenherr team was led by Vienna-based Partner and Head of Banking & Finance Martin Ebner and Slovenian attorney Vid Kobe. The firm’s team also included Vienna-based Banking & Finance lawyers Stefan Paulmayer, Leopold Hoher, and Laurenz Schwitzer. Partners Christoph Lindinger and Wolfgang Holler were also involved, as were Slovenian Partner Ana Filipov and lawyers Bojan Brezan, Primoz Rojac, and Jurij Lampic; Croatian Partner Arijana Petres; and Belgrade-based lawyers Petar Kojdic and Dusan Obradovic (for Bosnia and Herzegovina), Milos Lakovic and Dejan Boric (for Montenegro), and Partner Matija Vojnovic and lawyers Petar Kojdic and Luka Lopicic (for Serbia).
Houlihan Lokey acted as financial advisor for the coordination committee. The Mercator Group was also advised by Lazard and PwC.
As recently reported by CEE Legal Matters (June 9, 2014), in 2013 Mercator was acquired by Agrokor. The aqcuisition was conditional upon competition commissions clearance, and the recent approval of the Serbia, Croatia, Slovenia, Kosovo, Macedonia, Bosnia and Herzegovina, Montenegro, and Albania authorities thus clears the path for the EUR 240 million deal to be finalized.
Wolf Theiss has announced that it has advised the Slovenian Pivovarna Lasko brewery on a EUR 300 million debt restructuring.
Markus Bruckmuller and Nikolaus Paul (Wolf Theiss)
The brewery entered into a standstill and restructuring agreement with as many as 18 banks – among them the Slovenian NLB, Hypo Alpe Adria Bank, and Abanka – representing EUR 330 million of the beverage group’s debt. On the part of the beverage group, Pivovarna Lasko, Pivovarna Union, and Radenska signed the agreement with the banks. The restructuring is M&A-driven and is based on a divestiture of the group’s assets – such as the group’s shares in Mercator, Radenska and Delo – and on the anticipated entrance of an investor. Negotiating the deal, Wolf Theiss advised the beverage group on all relevant legal aspects of the debt restructuring, including the conditions of further lending, other contractual commitments, corporate changes, and questions of financial law.
Dusan Zorko, CEO of the Pivovarna Lasko Group, stated: “Signing the restructuring agreement with all these lenders was a huge and important step for us. It took more than a year of intense preparation and negotiations to come to this result that secures the future of our group. We would not have succeeded in achieving this outcome without Wolf Theiss, who contributed with their overall commitment, international experience and local knowledge. They performed outstandingly.”
Markus Bruckmuller, head of the Slovenian practice of Wolf Theiss, commented: “The agreed solution with the banks not only constitutes an important step forward for the beverage group, but also sends a very strong signal to the Slovenian economy, where they and their banks play a significant role. It was a challenge to align so many diverse interests. Together, we were able to demonstrate that this is, indeed, doable even in the present market environment. All people involved in the deal can be very proud of that achievement.”
Wolf Theiss’s team was led by Partners Bruckmuller and Nikolaus Paul, assisted by Senior Associate Klara Miletic.
Financial advisor to the beverage group was A.T.Kearney. The steering committee of the lenders was represented by Schoenherr.
Schoenherr has advised Slovenian creditor financial institutions in the debt restructuring of the Lasko Group, a major regional beverage manufacturer and distributor.
The value of the outstanding loan debt addressed by this debt restructuring is EUR 330 million. The Lasko Group’s companies include Pivovarna Lasko d.d. (the largest brewery in Slovenia and a major brewery in the region), Pivovarna Union, and Radenska d.d. Radenci (Slovenia’s leading water distributor).
Schoenherr advised the steering committee of the lenders of the Lasko Group. The steering committee consists of Hypo Alpe-Adria-Bank, UniCredit Banka Slovenija, Nova Ljubljanska banka, Nova KBM, and Abanka Vipa.
According to Schoenherr the nature of the debt restructuring was unique in Slovenia because of the complex corporate structure of the Lasko Group, in which some lenders are simultaneously shareholders and in which various groups of lenders are present on different levels.
Schoenherr’s lawyers working on the matter included Partners Maja Zgajnar, Alexander Popp, and Associates Branko Cevriz, Daniela Hohenegg, and Manuel Ritt-Huemer.
The Lasko Group was advised by Wolf Theiss.
Wolf Theiss has advised Pramerica Real Estate Investors (Luxembourg) on the sale by a fund it manages on part of its retail portfolio in Slovenia.
The firm reported that the transaction was performed via share deal, whereby a company belonging to the Austrian Immofinanz Group, Stop Shop Slovenia B.V., acquired 100% of the shares in Slovenian C.E. Investicije from the Central European Prague Investment fund. The sale involved strip malls located in the cities of Celje, Velenje, Postojna and Domzale, comprising a total of over 12,800 square meters of fully let space.
According to Wolf Theiss, “the sale of four shopping centers is one of the few real estate deals which have been successfully completed since the Slovenian real estate market had been deeply impacted by the financial crisis and decreased in 2008.”
“The successful completion of the sale of the four strip malls in Slovenia is an integral element of our business plan,” says Rudiger Schwarz, director of Pramerica Real Estate Investors (Luxembourg).
Wolf Theiss assisted Pramerica Real Estate Investors (Luxembourg) with the acquisition of the Slovenian malls back in 2006/2007, before advising on their sale this month. “We are very proud of our achievements in providing continuous legal support to Pramerica Real Estate Investors (Luxembourg) S.A. in Slovenia over the last 8 years,” commented Wolf Theiss Partner Erik Steger, who was involved in both transactions. “The complexity of the deal was in aligning specific interests of both parties, after lengthy preparations and negotiations,” added Counsel Laura Struc, who supported Steger.