Category: Deals and Cases

King & Wood Mallesons SJ Berwin (KWMSB) has been appointed by SuperGroup, the owner of the Superdry brand, to represent the company on all its continental European real estate matters, including an ambitious store acquisition plan.

The firm’s Real Estate group will advise SuperGroup on its European property portfolio work, negotiating lease agreement with landlords across the continent. KWMSB was hired after winning a competitive pitch process.

Founded in 1985, SuperGroup is a fashion retailer with 105 UK and European standalone retail stores, 71 UK and 56 international concessions and globally, and 143 franchised and licensed stores.

William Boss, the KWMSB Co-head of UK Real Estate, suggests the assignment demonstrates a rebounding economy: “With optimism at its highest since 2008, confidence is returning to Europe and consumer spending will be at the forefront of the recovery. With our European footprint and specialist knowledge we look forward to helping SuperGroup deliver its ambitious expansion plans and to offer the consistent and dedicated approach that it requires. We were obviously thrilled when we won the mandate.”

Lindsay Beardsell, the SuperGroup General Counsel, issued a relatively perfunctory statement: “We are delighted to be working in partnership with King & Wood Mallesons SJ Berwin and look forward to developing a long term relationship with the firm.”

Astapov announced yesterday that it has successfully represented one of the largest Ukrainian vodka producers before the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation.

According to Astapov, the dispute resulted from the buyer’s failure to effect payment for the goods supplied under a long-term DAF sale contract. The total debt of the buyer to Astapov’s client was in excess of USD 6 million. According to Astapov, “the claim was challenged by the buyer on the basis of the alleged off-set of mutual monetary counterclaims said to have been made after the arbitration proceedings had been commenced.”

The ICAC rejected the buyer’s arguments and ordered the the buyer to pay the entire purchase price for the shipped goods along with additional contractual penalties. The matter was handled for Astapov by Partner and Head of International Arbitration Eugene Blinov and Associate Marina Agaltsova. 

The Mishcon de Reya law firm announced that it has successfully defended a EUR 50 million claim bought by an American businessman against a Russian oligarch in the English Commercial Court, in a case that addressed the issue of when contracts should be governed by English law.

Richard Gerstein, Partner and Head of Mishcon de Reya’s Professional Negligence Team, represented defendant Lev Tchernoy, a Russian businessman who generated significant wealth in the Russian aluminum industry. The claimant, Carl Sax, an American businessman, brought the claim over the acquisition and development of a 269 hectare estate in Sardinia, Italy – a joint business venture between the two parties and one other which ended when Tchernoy became concerned over the legality of the proposed transaction. Mr. Justice Hamblen ruled in favor of Tchernoy on all three grounds put forward by Mishcon de Reya — that there was no binding contract, that English law did not apply, and that there was no basis to recover any of the damages claimed. 

The firm issued a statement announcing that: “As London’s standing as the preferred dispute resolution centre for wealthy foreigners increases, this case illustrates the need for a genuine connection to England for the case to be heard here.” And according to Gerstein, “the impact of the decision is that the claim cannot be pursued in England, and will not be pursued elsewhere. The judge effectively said that if you want the English courts to determine disputes you need to expressly provide for it.”

Dvorak Hager & Partners has provided legal support on the transformation of the JDK limited liability company to a family holding company.

JDK, a leading Czech producer and supplier of cooling machinery, is based in Nymburk, about 50 kilometers from Prague. The project was managed by DH&P Partner Stanislav Dvorak and Managing Attorney Jan Krampera.

Cleary Gottlieb has announced that it was counsel to Lafarge in the company’s EUR 40 billion merger with Holcim to create LafargeHolcim, which Cleary Gottlieb predicted would be “the most advanced group in the building materials industry.”

Holcim and Lafarge intend to combine the two companies through a merger, unanimously approved by the companies’ respective Board of Directors and fully supported by the core shareholders of both companies. 

According to a statement released by Cleary Gottlieb, “the transaction would result in the creation of the most advanced group in the building materials industry, offering an unprecedented range of products and services to answer the changing demands of the building materials industry and the challenges of increasing urbanization. Lafarge and Holcim pro forma combined sales amount to approximately EUR 32 billion and Ebitda to EUR 6.5 billion.

After a strategic optimization of the portfolio through a pro-active divestment process, in anticipation of regulatory requirements, LafargeHolcim would occupy complementary positions, with production sites located in 90 countries across all continents with the most balanced and diversified portfolio in the industry.

Once the deal is complete, LafargeHolcim will be listed on the SIX in Zurich and Euronext Paris, and is expected to remain domiciled in Switzerland. It would operate under the local governance rules with a board composed with equal numbers of Lafarge and Holcim directors and through a distribution of central corporate functions in France and Switzerland.

The proposed combination is conditional upon, among other things, execution of definitive documentation, approval of the shareholders of Holcim and obtaining required regulatory and other customary authorizations. Completion is expected by summer 2015, subject to obtaining regulatory approvals.

The Cleary Gottlieb team included Partner Pierre-Yves Chabert and Associate Rodolphe Elineau in Paris, with the support of more than 30 Cleary lawyers covering six practices in three different offices, including Partner Murat Akuyev, and Associates Mikhail Suvorov and Yury Babichev in the firm’s Moscow office.

Holcim was advised by Homberger in Switzerland, as well as Linklaters (on French law aspects) and Freshfields (for anti-trust matters).

K&L Gates has advised global credit manager Marathon Asset Management on the acquisition of a EUR 280 million continental European commercial property loan portfolio from Lloyds Banking Group.

Known as Project Aberdonia, the transaction covers a portfolio secured by 82 properties primarily in France and Germany, and follows last year’s acquisition by Marathon Asset Management of the Lloyds Project Chamonix loan portfolio.

A K&L Gates team of 18 lawyers across five offices advised Marathon Asset Management on the transaction. The team was led by London Partner and co-leader of the firmwide Finance practice area Andrew Petersen, with support from lawyers in London (Partner Paul Matthews, Senior Associates Tom Armstrong and Katie Simmonds, Associate James Buncle, and trainee solicitors Oliver Howard, Stephen Nicolas, Deirdre Treacy, and William Turner), Paris (Partners Edouard Vitry and Bertrand Dussert, Counsel Joanna Klat, and trainee lawyer Deborah Salfati), Brussels (Partner Jeroen Smets), Berlin (Partner Georg Foerstner and Associate Anja Rosch), and Warsaw (Partner Halina Wieckowska and Associate Joanna Gasowski).

Petersen stated: “This is the latest loan portfolio acquisition handled by our real estate structured finance practice, illustrating not only our market leading position in acquiring non-performing debt but also how adept we are at handling complex international mandates across our European network.”

Cerha Hempel Spiegelfeld Hlawati has provided legal advice to the Knightsbridge Group in connection with the foundation of INALCA EURASIA Holdings, a joint venture with Inalca (a subsidiary of the Cremonini Group), which will manage various food distribution and meat production activities developed by The Cremonini Group in Russia, and eventually to other Eurasian markets. 

The Knightsbridge Group’s investment amounts to EUR 60 million, or 40% of the joint venture company, corresponding to an equity value of over EUR 150 million. The Knightsbridge Group is a leading investment and consulting company in Eastern Europe and the CIS countries, with a particular focus on Russia and Kazakhstan. It consists of over twenty-five companies operating in a wide range of industries. The team at CHSH was led by Partner Thomas Trettnak, and included Associates Stephanie Sauer and Franziska Mensdorff-Pouilly.

Raidla Lejins & Norcous has advised UAB LTk Capital and UAB G Capital on their sale of 100% interest in the UAB Kruzas Nordic Cosmetics Distribution cosmetics wholesaler to Berner.

Berner is a Finnish family-owned company that has been building its product brands for 130 years. It is focused on manufacturing and distribution of various consumer goods, sporting goods, and agriculture production — and cosmetics trade. The acquisition of UAB Nordic Cosmetics Distribution is likely to help consolidate Berner’s presence in the Baltic States.

UAB Kruzas Nordic Cosmetics Distribution is one of the largest independent cosmetics and perfume wholesalers in the Baltic countries. In 2007, the Company opened its subsidiary SIA Kruzas NCD Latvia, and in 2009 the company expanded to Estonia. The company currently has over 90 employees across the three Baltic countries.

Raidla Lejins & Norcous’ responsibilities included the preparation and management of the data room, structuring the acquisition, drafting the entire package of transaction documents, negotiations with the buyer, and assistance in closing the transaction. The team was led by Partner Elijus Burgis and Senior Associate Eva Suduiko.

Luther has advised the shareholders of the Performance Interactive Marketing Alliance (PIMA) on the incorporation of four leading German online marketing firms who merged into it, with the involvement of funds advised by the Equistone Partners Europe (EPE) private equity firm. 

The four companies – Performance Media, econda, Blue Summit Media and DELASOCIAL – will operate under the PIMA brand going forward. The goal is to expand their market leadership in the field of automated online marketing and offer customers services from a single source – including services related to digital media planning, high-end Web analyses for e-commerce customers, SEO campaigns, and communication services. The merger is still subject to approval by the competition authorities. 

EPE’s goal in this transaction is to support the group’s organic and inorganic growth. In the medium term, plans call for further companies from the field of marketing automation to join the holding company. 

The Performance Interactive Marketing Alliance, headquartered in Hamburg, will bring together 360 employees at locations in Hamburg, Munich, Berlin, Dusseldorf, and Karlsruhe, along with a development site in Belgrade. The newly established holding company serves more than 900 customers in all, including companies such as Lufthansa, Swarovski, and Montblanc. The full group’s consolidated sales to outside parties amounted to about EUR 140 million in 2013. With EUR 100 million in sales in 2013, Performance Media is the largest of the four online marketing firms involved. 

Luther Partners Jorgen Tielmann, Peter M. Schaffler, and Helmut Janssen advised Performance Media, along with Luther Senior Associates Andre Schmidt and Maxi Eberhardt and Associates Henning Struck and Juliane Lennartz. Equistone Partners Europe lawyers Dirk Schekerka, Marc Arens, and Leander Heyken advised their employer. Also involved were lawyers from Pollath & Partners, KPMG, N+1, Ashurst, and L.E.K. Consulting.

Morgan Lewis announced that it has advised Sberbank Europe, the Austria-based subsidiary of Sberbank of Russia, in the signing of its debut syndicated term loan facility for EUR 350 million equivalent. The loan has a tenor of 364 days with bullet repayment and carries a margin of 60 points over EURIBOR.

A number of major international banks from the U.S., Europe, and Japan joined the loan facility, which was oversubscribed at the senior syndication phase, and was successfully launched into general syndication in February 2014.

Bank of America Merrill Lynch, Barclays Bank, Citi, Commerzbank Aktiengesellschaft, HSBC Bank, ING Bank, J.P. Morgan Chase, Mizuho Bank, Sumitomo Mitsui Banking Corporation and UniCredit Bank Austria acted as Mandated Lead Arrangers and Bookrunners for the Facility. Societe Generale joined as Lead Arranger; BNP Paribas as Co-arranger; while Credit Suisse, Deutsche Bank Luxembourg, Sberbank of Russia, and UBS joined as Lead Managers. Barclays Bank, Commerzbank Aktiengesellschaft, and ING Bank acted as joint Coordinators of the Facility. Barclays Bank acted as Documentation Agent with ING Bank acting as Publicity Agent. Commerzbank Aktiengesellschaft Filiale Luxemburg will act as Facility Agent.

The Morgan Lewis team advising Sberbank Europe was led by Business and Finance Partner Bruce Johnston, who was joined by Business and Finance Partner Grigory Marinichev and Associate Michaela Schmiederova.

Bruce Johnston stated: “The loan is important because it is the first major loan to a Russian state-owned company since the crisis in Ukraine. It demonstrates the confidence of the international banking community in Sberbank.”