Category: Deals and Cases

Dentons advised Deutsche Pfandbriefbank and UniCredit Bank Austria on their joint EUR 215 million senior facility to refinance the portfolio of five modern logistics parks located in the Czech Republic, Poland, and Slovakia.

The Class A portfolio is owned by Point Park Properties (P3) and spreads across Central and Eastern Europe. Two assets are situated in top logistics locations in Prague, one outside Bratislava, one in Mszczonow, near Warsaw, and one in Poznan. The logistics parks contain total warehouse space of more than 550,000 square meters, and a substantial land bank in these locations, which will be used for the development of additional warehouse and distribution space. The portfolio is almost fully leased to over 50 international tenants. 

The Dentons team was led by Senior Associate Anna Hergottova,  supervised by Partner Mateusz Toczyski, both working out of Dentons’ Warsaw office. Prague-based Partner Jiri Strzinek, Bratislava-based Partner Peter Kubina, and London-based Partner Lorraine Davis were also involved. Mateusz Toczyski, Co-head of Dentons’ banking team for Europe said: “We were pleased to have assisted Deutsche Pfandbriefbank and UniCredit Bank Austria jointly on successful completion of this challenging transaction which involved multiple parties in three jurisdictions. Seeing such a positive end result, we are keen to strengthen further the potential of our cross-practice and cross-country cooperation at Dentons.”

Dentons’ real estate team has advised Blackstone, the global investment and advisory firm, on the acquisition of a portfolio of 6 logistics and distribution parks from Pramerica Real Estate Investors.  

The 6 parks are located throughout Poland and the Czech Republic. The acquisition was completed via Logicor, Blackstone’s European logistics platform. These standout logistics parks totaling 200,000 square meters include Panattoni Parks in Czeladz, Krakow, Gliwice, and Blonie in Poland and Prague Airport in the Czech Republic; and Stolica Business Centre Lazy in Poland. 

Dentons cross-border team was led by Partner and Head of CEE Real Estate Stewart Middleman, and included Warsaw-based Partner Tomasz Stasiak and Senior Associates Agnieszka Nagorska, Anna Garbula-Wegrzynowska, and Martyna Markiewicz, as well as Prague-based Counsel Michal Hink and Daniel Hurych and Associates Eleanor Johnson, Adela Horakova, and Hana Hrbacova.

Stewart Middleman commented: “We are pleased that the multi-jurisdictional and comprehensive advice of our Warsaw and Prague-based real estate and finance teams has resulted in the successful project completion for our client. The acquisition of such a premier portfolio further strengthens Logicor’s position in the logistics sector throughout Central and Eastern Europe.”  

Dechert has advised Index Ventures, Accel Partners, ISAI, and Lead Edge Capital in their roles as investors in BlaBlarCar’s USD 100 million fundraising. 

“It’s been a very active market for French technology companies that are aggressively seeking to expand internationally, and Dechert has been advising on a number of successful fundraisings and cross-border IPOs,” said Dechert Partner Matthieu Grollemund, who was the lead attorney for the firm on the matter.

Launched in 2006, BlaBlaCar is a service of long distance commuters linking drivers and passengers wishing to share the cost of a single journey. BlaBlaCar employs 150 employees, including a hundred in France, and currently has 8 million members in 12 countries.

According to Dechert, BlaBlaCar intends to use its fundraising to accelerate its international expansion, the next target countries being Turkey, India, and Brazil.

Index Ventures is a multi-stage international venture capital firm with deep sector expertise based in London, San Francisco, and Geneva. According to Dechert, “since 1996, they’ve teamed up with entrepreneurs in more than 30 countries who are using technology to reshape the world around us. The companies they’ve started include Aegerion, asos, Climate Corp, Criteo, Dropbox, Etsy, Genmab, Just Eat, King, Hortonworks, MySQL, Nasty Gal, Pure Storage, Skype, SoundCloud, Sonos and Supercell, among many others.”

Founded in 1983, Accel Partners has offices in Palo Alto, London, New York, Bangalore, and also in China via its partnership with IDG-Accel. Accel has invested in over 500 companies, many of which have created their own markets, including Angry Birds (Rovio), Atlassian, Cloudera, ComScore, Dropbox, Facebook, Groupon, and Spotify.

ISAI represents more than 70 entrepreneurs and aims to finance and support Internet companies with strong potential funds. Beyond the founders, AISI has more than eighty entrepreneurs who invested in one and/or both of its funds. Alongside the founders ISAI includes more than 70 individual investors in the ISAI Fund, including founders, executives or former executives.

Lead Edge Capital invests in Internet companies with high potential entrepreneurs with whom the fund is associated. Their portfolio consists of Alibaba.com, Anaqua, Appirio, Bazaarvoice, BlaBlaCar, Branding Brand, Drilling Info, Ensighten, Kapost, Marketo, Mindbody, Monetate, Refinery29, Serena & Lily, Spredfast, Veeva Systems, Xamarin and more.

As part of this transaction, Index Ventures, Accel Partners, ISAI and Lead Edge Capital were advised by Dechert, whose international team was led by Grollemund in Paris and Partner Craig Godshall in Philadelphia, assisted by Paris-based Associate Xavier Leroux and Philadelphia-based Associate Matthew Rothman.

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’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.

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.

Wold Theiss has advised Atlas Holdings on its acquisition of Meadwestvaco’s consumer-packaging business.

Atlas Holding’s portfolio company ASG (AGI-Shorewood Group), a global speciality packaging manufacturer, acquired MWV Bydgoszcz, the Poland-based beauty and personal care folding carton business, from the MeadWestvaco Corporation. According to Wolf Theiss, “MWV Bydgoszcz is an important supplier of packaging to major global and regional consumer goods companies, including cosmetics and beauty brands, and has been the object of a purchase by ASG, already one of the largest packaging suppliers for the home entertainment industry. ASG will leverage the Bydgoszcz operations assets to expand its footprint in the European consumer-packaging market. The acquisition is part of a multi-year strategy to develop additional packaging solutions for the beauty and personal care, spirits, confectionery and healthcare markets.”

ASG is a specialized global-packaging company, and part of Atlas Holdings, an industrial holding company headquartered in Greenwich, Connecticut. Key packaging segments of ASG include health and beauty, pharmaceutical, home entertainment, consumer electronics, confectionery and specialty foods, spirits, and sporting goods. The company employs nearly 3,000 people worldwide, operating 18 manufacturing facilities in North America, Europe, Asia, and Latin America.

During the purchase process, ASG was advised by Wolf Theiss lawyers on Austrian, Polish and Czech law aspects of the transaction. The Wolf Theiss team was led by Partner Horst Ebhardt, who was assisted by members of the firm’s Corporate/M&A, Employment, and Tax practice groups. 

CMS Reich-Rohrwig Hainz has advised Transcom WorldWide on its sale of 100% of the Linz-based IS Inkasso Service credit management services company to the Hannover Finanz Group.

CMS advised the seller on the transaction in Austria, Germany, Poland, the Czech Republic and Slovakia. Signing of the purchase agreement has been completed and the transaction is expected to close in the third quarter of 2014, subject to approval by the Austrian federal competition authority. The value of the acquisition was EUR 15 million. 

Transcom WorldWide is a customer care outsourcing company, founded in Sweden in 1995. It operates from 57 locations in Europe, North and South America, Asia, and Africa. Transcom’s management offices are located in Stockholm. The company currently employs about 29,000 people, and net revenue in 2013 amounted to EUR 653.2 million. Transcom Austria was founded in Vienna in 1998 to attract Austrian clients for customer relationship management services such as telephone and credit management services. In 2007, Transcom acquired the IS Inkasso Service Group, Austria’s market leader in debt collection with subsidiaries in Germany, Switzerland, Slovenia and Croatia. In 2008, the Czech subsidiary in Prague was merged with Transcom’s Czech location.

The IS Inkasso Service Group serves its markets from three locations in Austria and one in Switzerland. About 100 employees offer Transcom customer management services to Austrian and international clients.

CMS Reich-Rohrwig Hainz carried out the vendor due diligence review for Transcom WorldWide and provided legal advice during the drafting and negotiation of the purchase agreements for Austria, Germany, Poland, the Czech Republic and Slovakia. CMS Partner Johannes Trenkwalder headed the international CMS team, which included Oliver Werner, Dieter Zandler, and Aakriti Chandihok.

Hogan Lovells has advised MOL Group on the acquisition of six UK North Sea licenses from Premier Oil UK Limited for USD 130 million, subject to adjustment, announced on June 30, 2014.

MOL Group has signed a Sale and Purchase Agreement to acquire interests in six Central North Sea offshore licenses and related assets; including a balanced mix of existing and new production, as well as both operated and non-operated exploration opportunities in the Scott, Telford, and Rochelle fields. The transaction is subject to certain third party and regulatory consents.

MOL Group is listed on both the Budapest Stock Exchange and the Warsaw Stock Exchange, and the company possesses an extensive international upstream portfolio of oil and gas exploration activities in 12 countries and valuable producing assets in seven countries.

Hogan Lovells previously advised MOL Group on its participation in a joint USD 2.25 billion project to develop the North Sea Catcher oil field, in which MOL Group owns a 20% stake; and on its agreement to acquire the entire issued share capital of Wintershall (UK North Sea) Limited for a base consideration of USD 375 million, signed in December of last year (reported on by CEE Legal Matters on December 19, 2013).

The Hogan Lovells team advising MOL Group was led by London corporate Energy Partner Steven Bryan and Senior Associate Tamsin Doran, assisted by Energy and Natural Resources group Partners Richard Tyler and David Moss and Associate Janet Duff, as well as Tax Partner Karen Hughes and Senior Associate Fiona Bantock.

Linklaters’ Warsaw Energy & Infrastructure team has acted for the TERNA Energy Group, the Greek renewable energy company, which acquired three independent wind farms in northern Poland.

Linklaters advised on all aspects of the transaction, including drafting and negotiating the transaction documents, up to its closing. The first two projects were successfully closed in mid-May 2014. The third one is expected to be closed in due course after the fulfillment of certain conditions precedent.

TERNA Energy has a pipeline of around 8,000 MW of RES projects in operation, under construction, or in an advanced stage of development, and with a footprint in Central Europe, the Middle East, North Africa, and North and South America. 

TERNA Energy was advised by Linklaters Managing Associate Agnieszka Koniewicz and Senior Associate Krzysztof Gorny.