Jankovic Popovic Mitic has advised SEE Offices, a leading Austrian business center management company, on the acquisition of a new location in the Belgrade city center.
The new office space will be located on Knew Mihajlova street in the Serbian capital. JPM declared the process smooth and efficient, as “both the landlord and the tenant were committed to this transaction and the negotiations were finalized within several days.”
Senior Lawyers Ivan Petrovic and Nikola Vukotic led the JPM team.
King & Wood Mallesons SJ Berwin has advised the NYSE-listed TransDigm Group on the acquisition by its UK subsidiary Technical Airborne Components of all shares in EME Holding.
The purchase price of the deal, which included EME Holding’s subsidiaries in Germany and Hungary, was approximately USD 47.4 million.
EME Group, which is headquartered in Ingolstadt (Germany), manufactures proprietary, highly engineered aerospace electromechanical actuators, electrical and electromechanical components and assemblies primarily for commercial aircraft, helicopters, and other specialty applications.
TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer, and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft.
The large and multi-office King & Wood Malleson’s SJ Berwin team representing TransDigm worked together with Partner Zoltan Csernus at the Hungarian VJT & Partners Law Firm and Partner John Allotta at the American BakerHostetler Law Firm.
Eversheds has secured a contract as the primary legal services provider for the International Air Transport Association (IATA) across Europe, North Asia and Asia Pacific, extending the existing contract for legal services in Africa and the Middle East.
IATA is the trade association for the world’s airlines and works to promote safe, reliable secure and economical air travel. IATA has a presence in 60 countries, and in total represented 240 airlines across 113 countries handling some USD 370 billion of financial transactions in 2012.
This latest appointment builds on the success of the initial partnership, which began in April 2013 when Eversheds was appointed as IATA’s legal services provider in 65 countries in Africa and the Middle East. Under this latest agreement, which runs for a three year period, Eversheds will provide IATA with a full service legal offering to an additional 93 countries in Europe, North Asia and Asia Pacific, making this one of the largest global mandates of its kind.
In addition to advising IATA on all legal matters, Eversheds has announced that it will offer a tailored pricing model, with tiered blended rates for each region, a performance-based fee element, and project management provisions covering all 158 countries.
The Eversheds team will be led by London-based Partner Stephen Hopkins, Head of Global Client Development, and delivered through Eversheds offices and its coordinated relationship firms across the world. The offices are supported by dedicated project managers and lead partners in each of the IATA regions, with Hopkins acting as the single point of accountability for IATA.
Jeffrey Shane, General Counsel at IATA, said: “We have high expectations of Eversheds. The goal of IATA’s legal department is to be on the cutting edge in delivering support to our offices around the globe. We have been impressed with the high quality and cost transparency of Eversheds’ services to IATA in Africa and the Middle East, and we look forward to further benefits as we extend the consolidation of our external legal support with Eversheds across three more important regions for our business.”
White & Case has advised Zlomrex International Finance S.A. on the restructuring of its approximately USD 118 million outstanding senior secured high yield notes due 2014.
Incorporated in France, ZIF is a financing vehicle for the Cognor group, one of the largest suppliers (by volume) of scrap metal, the second largest seller of semi-finished steel products and the fifth largest seller (by volume) of finished steel products in Poland.
ZIF’s existing high yield bonds, which were governed by New York law, were exchanged for new senior secured notes and exchangeable PIK notes issued by a new Cognor finance vehicle incorporated in the UK.
The maturity of the existing notes was closely followed by the completion of the restructuring, which was implemented by way of an English law Scheme of Arrangement. Schemes have become instrumental in the restructuring of the indebtedness of overseas-incorporated companies and group structures (with the necessary ‘sufficient connection’ to England) as they can be more efficient and user-friendly than certain local law alternatives.
London-based White & Case Partner David Becker said: “We were very pleased to help our client complete the successful restructuring of its existing high yield bonds. It’s another example of how effectively New York law-governed high yield indebtedness can be restructured using an English law Scheme of Arrangement as well as being the latest in a string of such deals on which White & Case has taken a leading role.”
The ZIF restructuring followed a parallel path of both an exchange offer and an English Scheme of Arrangement, made possible by a COMI (centre of main interest) shift of the financing vehicle early in the process. London-based White & Case Partner David Manson said: “There are commercial and legal imperatives behind the decision of a company to migrate its COMI to a jurisdiction other than that of its incorporation.”
“Insolvency laws and formal processes vary between jurisdictions; some are more creditor or debtor friendly, some regimes have relatively new procedures while others are more certain and have been proven, tried and tested in the heat of a restructuring. In this case, the decision to migrate ZIF’s COMI from France to the laws of England and Wales was significant in fulfilling the expectations of stakeholders, allowing the company to take advantage of a creditor stress-tested process to restructure its existing notes.”
The novel move from France to England and Wales follows other restructurings where debtors and sponsors have chosen to move in the other direction. “It’s not a question simply of being a ‘bankruptcy tourist’, said Manson. “Forum shopping, seen in context, can provide a solution and drive consensus towards a restructuring path where none would otherwise exist.”
Warsaw-based White & Case Partner Marcin Studniarek said: “This transaction was a perfect showcase for the truly global service White & Case is able to provide for the benefit of its clients, with a team of high yield, restructuring and bank finance lawyers from the UK, Poland, France and the US delivering New York, English and Polish law advice to see this deal through to a successful conclusion. The structure of exchangeable notes is innovative on the Polish market. We used Polish law warrants as an instrument to enable noteholders to exchange their notes for Cognor S.A. shares in the future.”
The White & Case team was led by London-based Partners David Becker and David Manson and Warsaw-based Partner Marcin Studniarek, and included Partners Scott Greissman, Celine Domenget-Morin, and Local Partners Daniel Kaczorowski and Tomasz Ostrowski, and Associates Richard Pogrel, Monica Holden, Kevin Heverin, Tim Wood, Hayley Mitchinson, Henry Brendon, Michal Jadwisiak, Michal Oles, Bartosz Smardzewski, Katarzyna Grodziewicz, Laure Martin, and Richard Graham.
McDermott, Will & Emery, jointly with Ashurst, successfully represented Camfil Holding in the acquisition of the Handte Group, which consists of entities in Germany and subsidiaries in Switzerland, the Czech Republic, and China.
The Swedish Camfil group is the world’s largest dust collection factory and produces air filters and clean air solutions. The Handte group is the leading German manufacturer and provider of environmental engineering products, filter technology processes and air pollution control applications. With more than 120 years of experience, the company is a recognized specialist in exhaust air purification for a wide range of manufacturing industries.
The McDermott team included Corporate Partner Nikolaus von Jacobs and Associate Matthias Weingut, as well as Labor & Employment Partner Paul Melot de Beauregard and Associate Maximilian Baur. The acquisition is expected to be closed in the first quarter this year.
Clifford Chance has advised Palero Invest, Luxembourg, on its acquisition of Vattenfall Europe PowerConsult from the Swedish Vattenfall AB energy group.
The closing of the transaction is subject to customary conditions.
Headquartered in Vetschau/Brandenburg (Germany) and employing a staff of around 535 employees, the VPC Group is a specialized service provider for engineering and laboratory services in the power plant and energy sector. The subsidiaries of VPC Group, Vattenfall Europe PowerConsult East d.o.o. in Belgrade, and Lausitzer Analytik GmbH Laboratorium für Umwelt und Brennstoffe in Spremberg (Germany), were also part of the transaction.
Vattenfall is one of Europe’s largest generators of electricity and producers of heat. The Group has approximately 32,000 employees. The parent company, Vattenfall AB, is 100%-owned by the Swedish state.
The Clifford Chance team was led by Partner Christine Koziczinski and included Senior Corporate Associates Hendrik Rohricht and Stefan Bruder, Tax Partner Thorsten Sauerhering and Senior Associate Dominik Engl, and Real Estate Partner Horst Schlemminger.
Gide Loyrette Nouel has been selected by the Meridiam and CNP Assurances consortium to advise them on the call for tenders initiated by the Vinci group – the French construction and concessions group – for the sale of Vinci Park, ultimately won by Ardian and Credit Agricole Assurances.
Vinci is in exclusive talks to sell three-quarters of Vinci Park – the massive parking concession business, which manages more than 1.6 million parking spaces in 14 different countries – to private-equity fund Ardian and Credit Agricole’s insurance arm for about EUR 1.425 billion. The deal values the whole parking division at EUR 1.96 billion. Seven banks are reported to be providing around EUR 1.2 billion of infrastructure loans to back the acquisition.
The bespoke team set up by Gide consisted of 33 lawyers from seven Practice Groups working from the firm’s Paris, London, Brussels and Moscow offices, and Gide also called upon its partner firms in the United Kingdom, Belgium, Spain, the United States, and Canada for assistance. Gide’s team advising Meridiam and CNP Assurances was coordinated from Paris by Partners Guillaume Rougier-Brierre and Stephane Vernay and Counsels Alexis Pailleret and Marie Bouvet-Guiramand. Also involved were Partners and Counsels Eric Cartier-Millon, Fernand Arsanios, Thomas Courtel, Stephane Hautbourg, Sophie Quesson, David Lasfargue, Guillaume Jolly, and Foulques de Rostolan.
The Meridiam / CNP consortium was advised by merchant bank HSBC, Gimar & Cie, Deloitte (financial audit), and Taj (tax audit). Legal counsel to CNP Assurances was provided by Herbert Smith Freehills. The banks supporting the financial offer made by the consortium were advised by Linklaters.
Watson, Farley & Williams has advised HSH Nordbank on a transfer of 10 distressed vessels out of its non-core portfolio to the Navios Group.
The fleet comprises five medium or large range product tankers and five panamax or sub-panamax container vessels, with an average age of six years and a market value in the region of USD 218 million. Watson, Farley & Williams describes the “highly structured complex financing” as “a landmark deal in the shipping industry, providing a blueprint on how lenders may look to dispose of their non-performing debts without giving up their recovery potential in case of an improving shipping market.”
The financing comprises four different levels of debt and security in respect of each vessel and complex inter-creditor arrangements to comply with the securitization requirements of the lenders. Navios funded the acquisition through USD 120.4 million senior bank debt, USD 10 million investment plus working capital from Navios, and a USD 173.4 million subordinated HSH participating loan.
WFW Asset Finance Partners George Paleokrassas and Clemens Hillmer led the team, and were supported by Patrick Smith, Electra Stamatopoulos, Gladys Sexl and Michael Valentin.
The US Court of Appeals for the Second Circuit has affirmed a grant of summary judgment against a Serbian entity and in favor of the Republics of Croatia and Slovenia, represented by Squire Sanders and Dempsey and Cleary Gottlieb, respectively.
The summary judgment requires that funds held at a New York bank in the name of the Federal Directorate of Supply and Procurement (FDSP), an entity organized under the laws of the former Socialist Federal Republic of Yugoslavia (SFRY), be distributed to SFRY’s successor states according to percentages established in a multilateral treaty signed by the SFRY successor states in 2001 (the Succession Agreement).
The dispute arose when a Serbian entity claimed the right to receive all the funds as FDSP’s successor in interest under Serbian law. The Serbian entity unsuccessfully argued, among other things, that FDSP was a separately incorporated entity under SFRY law and not a government agency or department. The FDSP funds were frozen, pursuant to US presidential executive order, in 1992 during the Bosnian War.
Squire Sanders Partner Richard Mattiaccio led the team representing the Republic of Croatia, while Counsel Boaz Morag led the Cleary Gottlieb team representing Slovenia. The decision can be found at: Yugoimport v. Republic of Croatia, Republic of Slovenia, 11-1990-cv (2nd Cir. February 10, 2014).
(Thanks to Shannon Miller for assisting with this item).
King & Wood Mallesons SJ Berwin has advised the Euroventures III private equity fund on the sale of IND Group, a digital banking technology specialist, to Misys. The size of the transaction was not disclosed.
IND Group’s eight offices include locations in Russia, Romania, Poland, Slovakia, and Hungary.
Misys specializes in software for banking, capital markets, lending, and enterprise risk and investment management. The acquisition of IND Group builds on the partnership that Misys signed with the company in March 2013 and supports its goal of expanding existing core banking capabilities through the addition of consumer-orientated solutions.
Euroventures III is led by the CEE-based private equity firm Euroventures, a long-established independent private equity firm in Central Europe that invests in private companies in innovative industries, with the goal of helping management teams build their businesses into regional companies.
Founded in 1997, IND Group is a leading innovator and supplier of online, mobile banking and personal financial management tools. Euroventures III invested in the company in 2007 with the goal of supporting the continued growth of IND’s product development and expansion plans. IND now operates on three continents in 15 countries, providing proficiency and technology to more than 30 banks worldwide.
Andrew Wingfield, Partner at King & Wood Mallesons SJ Berwin, said: “This was a highly strategic investment by Euroventures, who six years ago saw potential in IND to become a leader in the rapidly evolving e-payments market. It’s a market that continues to develop and something that our clients are excited about.” Wingfield was assisted by Corporate Associate Jamed Darbyshire.