Category: Deals and Cases

Sorainen is advising French payments company Worldline on its acquisition of payment processors First Data Lietuva, First Data Latvia, and First Data Eesti.

According to Sorainen, “Worldline, a European leader in the payments and transactional services industry employing over 8,700 people worldwide and with estimated yearly revenue of approximately EUR 1.5 billion, signed an agreement with First Data Corporation to acquire its Baltic subsidiaries for approximately EUR 73 million. The deal is expected to close in the third quarter of 2017.”

In addition, according to Sorainein, First Data Baltics, which generated revenue of approximately EUR 23 million in 2016, “currently employs approximately 200 employees and is the leading financial processor in the Baltics, providing a broad range of outsourcing services to the main Baltic banking groups and also to some banks in the wider Nordic region.”

As Gilles Grapinet, Worldline CEO, commented that: “The acquisition of First Data Baltics is a significant development for our group to accelerate the execution of our Pan-European consolidation strategy in financial processing services. In one transaction, we gain a leading position in the fast-developing countries of Latvia, Lithuania, and Estonia, we reinforce our group capabilities in the north of Europe and will establish new relationships with numerous prestigious Baltic and Nordic banks.”

Sorainen is advising on Baltic aspects of the transaction. The firm’s team is led by Partner Toomas Prangli and includes Senior Associates Juulika Aavik, Janis Bite, and Viktorija Smirnova-Cerkasa, and Associates Artur Drapeko and Toms Vilnis.

Editor’s Note: After this article was published Ellex announced that it had advised First Data Corporation on the sale of First Data companies in the Baltic States to Worldline. The firm’s team consisted of Partner Zinta Jansons in Latvia; Partner Sven Papp and Associates Iveta Ceple and Gerda Liik in Estonia; and Associate Partner Robert Chiochys and Junior Associate Diana Cerkeviciuite in Lithuania.

The Latvian and Lithuanian offices of Ellex have advised the Lithuanian investment company UAB Prosperus Strategic RE Fund on its acquisition of the 7250-square meter Mezciems shopping center in Riga and a 1,650 square-meter store in Vilnius. The Ecovis law firm advised the sellers on the Latvian sale.

According to Ecovis, “the [Riga] sale was done as the sale-acquisition of 100% shares in Latvian legal entity Bikernieki Properties LLC, which is the owner of the center. The sellers are different entities with Canadian, Netherlands, and Lithuanian origin.”

According to Ellex, speaking about both acquisitions, “these transactions helped the investment fund to grow its managed portfolio and lease income more than 50%.”

The Ellex Valiunas team in Lithuanian was led by Senior Associate Donna Montvydaite, while the Ellex Klavins team in Latvia was led by Head of Real Estate Ivars Pommers, Partner Inita Jurka, Senior Associate Inese Freivalde, and Associate Zane Miglane.

The Ecovis team was led by Senior Partner Aivars Blumins.

Clifford Chance Badea has advised New Europe Property Investments on its merger with Rockcastle Global Real Estate Company Limited to create NEPI Rockcastle Plc, which one analyst described as “the biggest investor on the commercial property market in Central and Eastern Europe and one of the ten largest companies of its type in Europe in terms of capitalization.”

On July 12, 2017 its shares were successfully floated on stock exchanges in Johannesburg and Amsterdam. The market capitalization of the new entity exceeds EUR 6 billion.

In Central and Eastern Europe NEPI Rockcastle focuses on commercial real estate. The company is a major owner of projects in Romania, the fourth largest in Poland, and the second largest in Slovakia. It is also present in Croatia, the Czech Republic, and Serbia. NEPI Rockcastle owns and manages 51 properties worth approximately EUR 4 billion and has six properties under construction.

Badea Clifford Chance reports that it advised “NEPI throughout all steps of the deal, to ensure a swift and successful transaction covering complex legal matters ranging from transaction structuring, securities and public takeover rules, governance and management of conflicts in a number of jurisdictions, drafting the merger arrangements and advising on antitrust issues.” The firm’s team was led by Managing Partner Daniel Badea, supported by Partners Madalina Rachieru and Nadia Badea in Bucharest, Senior Associates Radu Ropota and Diana Crangasu, and Associates Gabriela Oprea and Radu Costin. Partner Nicholas Rees helped the team from London and Of Counsel Nick Fletcher from Warsaw.

After this article was published, Dentons announced that it had advised Rockcastle on the merger. The firm’s team included Warsaw-based Partners Jakub Celinski and Pawel Grabowski and Bucharest-based Partners Perry Zizzi and Bogdan Papandopol.

Wolf Theiss Bucharest and Warsaw, working alongside Radulescu & Musoi, have advised Poland’s Credit Value Investments asset management company on its EUR 12 million investment in Impact Developer & Contractor. Impact Developer & Contractor was advised by PeliFilip and Linklaters.

Impact SA issued 120 Series A bearer bonds with a nominal value of EUR 12 million, which were purchased by funds managed by Credit Value Investments.

This is the first investment by CVI in Romania. “We are proud that we can support Impact in their initiatives to contribute to the development of the real estate sector in Romania,” said CVI’s Ciprian Nicolae. “From our point of view, this investment is a strategic commitment towards the Romanian market.”

Wolf Theiss’s team consisted of Polish Senior Associate Dariusz Harbaty, Attorney-at-Law Stefan Feliniak, and Associate Piotr Ziolkowski, working alongside Romanian Counsel Claudia Chiper.

The PeliFilip team consisted of Partner Alexandru Birsan and Senior Associates Ana Andreiana and Alexandra Manciulea.

Linklaters’ Warsaw-based team was supervised by Partner Daniel Cousens and led by Managing Associate Szymon Renkiewicz, supported by Associates Piotr Zbyszynski, Magdalena Szewczyk, Maciej Pietron, and Karol Macias.

Editor’s Note: After this article was published Radulescu & Musoi sent us the following message: “Radulescu & Musoi assisted Credit Value Investments, a Polish asset-management company, in the EUR 12-million bond financing of Impact Developer & Contractor SA. Among others, we prepared the legal due diligence reports on important real estates pledged as collateral, we have drafted the mortgage agreements, participated in negotiations, and assisted the notary public with the formalities of registration of the securities in the land register and in the electronic archive for secured transactions.” The firm’s team included Partners Roxana Musoi and Carmen Banateanu and Senior Associate Anca Constantin.

Ellex Klavins has advised Lords LB Special Fund V, managed by Lords LB Asset Management, on its EUR 16.8 million acquisition of the Preses Nams building from SIA LASCO Investment, a subsidiary of AS Latvijas Kugnieciba. 

The Preses Nams building, along with a 5.8 hectare land plot situated in Riga, Balasta Dambis, was acquired by the PN Project company, which is managed by Lords LB Asset Management, a Lithuania investment management company with an AIFM license issued by the Bank of Lithuania, which provides services for institutional and private investors since 2008. Lords LB Asset Management manages 14 funds, including nine real estate funds, three private equity funds, and two energy and infrastructure funds. The total value of assets managed by the funds was EUR 310 million as of December 2016. 

According to Ellex, this most recent acquisition “is of crucial importance for further development of the territory of Preses Nams, as Lords LB Asset Management plans on a long-term investment of more than EUR 200 million in this project. It will be the biggest office space development project in the Baltic States, and one of the first steps of the company in expanding its real estate development business in the region.”

The Ellex Klavins team in Latvia was headed by Partner Ivars Pommers, supported by Senior Associate Henrijs Niedra, among others. The Ellex Valiunas office in Lithuania also advised on the matter.

Linklaters Warsaw has advised gategroup, an independent provider of services to the travel industry, on the sale of its EuroShop stores, based at airports and ferries in Poland and Estonia, to Lagardere Travel Retail. Radzikowski Szubielska reportedly advised the buyers on the deal.

Gategroup disposed of its EuroShop branded portfolio of five outlets at Warsaw Modlin Airport, duty free operations on Polish Unity Line ferries, and the assets of IFS Estonia, consisting of three stores in the Tallinn Airport and one store at a seaport. In total, the surface of the sold retail stores is 300 square meters.

The Linklaters team was managed by Partner Daniel Cousens and Managing Associate Klaudia Krolak.

Sulija Partners Law Firm Vilnius has assisted AB AviaAM Leasing, a Warsaw Stock Exchange-listed global aviation holding company, with the sale of four Airbus A320 aircraft to a subsidiary of GTLK Europe, an Ireland-based international leasing company. Allen & Overy Moscow advised GTLK Europe on the deal.

The four aircraft are on lease to Small Planet Airlines, a European leisure carrier, and Sulija Partners Law Firm Vilnius also advised AB AviaAM Leasing and Small Planet Airlines on the lease novation transactions with the new owner.

Tadas Goberis, the Chairman of the Board and CEO of AB AviaAM Leasing, described the deal as “a splendid end of one of many voluminous projects.”

The Sulija Partners Law Firm Vilnius team advising AB AviaAM Leasing and Small Planet Airlines on the transaction was led by Gintautas Sulija and Eduard Plesak. Small Planet Airlines was also supported by its in-house legal team.

The Allen & Overy team advising GTLK Europe was led by Head of Asset Finance in Russia, Ilya Dvorkin, working with Associate Vadim Turtsev.

CMS Hungary has advised Ilford Holding Kft. and Invitel Technocom Tavkozlesi Kft. — controlled by the China Central and Eastern Europe Investment Co-operation Fund, advised by CEE Equity Partners — on its July 21, 2017 sale of 99.99% of the share capital and voting rights of Hungarian telecommunications operator Invitel Tavkozlesi Zrt. to DIGI Tavkozlesi es Szolgaltato Kft., the Hungarian subsidiary of Digi Communications N.V. PeliFilip advised the buyers on the deal.

Pursuant to the SPA, the total consideration to be paid by Digi for the acquisition of shares in Invitel Tavkozlesi is EUR 140 million, though the final price remains subject to further price adjustments. The completion of the Proposed Transaction is subject to the fulfilment of various conditions, including the approval of the transaction by the Hungarian Competition Authority. The deal is expected to close by March 14, 2018.

Invitel Tavkozlesi Zrt. offers a portfolio of services to residential and small business customers, including a variety of multimedia and entertainment services such as interactive, digital and HD television, fast Internet offerings, and fixed telephony services across its regional networks and is positioned as second-largest incumbent fixed line telecommunications and broadband internet services provider in the residential and small business customers segment in Hungary. It reported 2016 revenue of HUF 26 billion (approximately EUR 85 million) and EBITDA of HUF 7.1 billion (approximately EUR 23.2 million) on a pro-forma basis.

Invitech Solutions, the Invitel Group’s B2B and wholesale unit, is not part of the transaction.

The CMS team advising the sellers was led by Partner Aniko Kircsi, supported by Senior Counsel Gabor Gelencser. CMS also advised CEE Equity Partners on the acquisition of its stake in the Invitel Group last winter, with Aniko Kircsi playing a lead role in that transaction as well (as reported by CEE Legal Matters on January 18, 2017). 

The PeliFilip team was led by Partner Alexandru Birsan and Senior Associate Olga Nita.

Editor’s Note: After this article was published, Partos & Noblet in co-operation with Hogan Lovells International announced that it worked alongside PeliFilip in advising Digi Communications. In particular, the firm advised on “mandatory Hungarian and English law aspects of the transaction, including the major Hungarian competition law element.” The firm’s team was led by Partner Sandor Bekesi, with Counsel Akos Kovach taking the lead on the competition side. 

Subsequently, Partos & Noblet in co-operation with Hogan Lovells issued an expanded announcement of its role advising Digi on obtaining merger clearance from the Hungarian Competition Authority, and acknowledging the CMS team’s role in advising Invitel.

According to Hogan Lovells, “the clearance is conditional on the divesting of Invitel’s current infrastructure in 16 overlapping settlements and the termination of network lease agreements in a further 25 settlements, where i-TV (a member of Digi Group) provides cable television services through third party infrastructure. These conditions have been made in order to eliminate any potential significant lessening of competition identified by the HCA. The HCA has also appointed a trustee to oversee the maintenance of the value and economic viability of the networks to be divested and ensure the non-solicitation of clients by Digi. In Phase II proceedings, the HCA investigated competition in 34 settlements where the parties’ service areas overlapped. The HCA assessed the lessening of competition in those areas based on current market characteristics, as well as on expected network developments.

Akos Kovach, Counsel at Hogan Lovells, described the matter as, “one of the most complicated merger control proceedings, given the high number of overlapping relevant markets and the complex economic and legal assessment.”

The Hogan Lovells team was led by Counsel Akos Kovach, supported by Senior Associate Andras Multas.

The CMS Hungary team included Partner Dora Petranyi and Senior Associate Szabolcs Szendro.

Cobalt has advised Korona Invest Fund on Estonian and Latvian aspects of its investment in digital agency Wunder.

Cobalt describes Wunder as “an international full-service digital agency operating in Finland, UK, Germany, Estonia, and Latvia. The company focuses on online business and aims to increase its turnover many times over.”

The Cobalt team included Estonia and Latvia Partners Peeter Kutman and Guntars Zile and Associates Elīna Locmele, Heleri Tammiste, Diana Zepa, and Jesse Kivisaari. 

Cobalt did not reply to an inquiry about counsel for Wunder.

Eversheds Sutherland Bitans in Latvia and Eversheds Ots & Co in Estonia have represented the Republic of Estonia (in the form of the Estonian Road Administration) in connection with the recognition and enforcement of an Estonian arbitral award in Latvia against a prominent Latvian road construction company, recovering EUR 4.6 million for their client in the process.

The Eversheds Sutherland Bitans team from Latvia reports that it “provided full scope of legal support to the Republic of Estonia by preparing all necessary documents in order to recognize and enforce arbitral award in Latvia, as well as representing the Republic of Estonia at court. Within the case, we have analyzed and [refuted] debtor’s l’ordre public arguments, as well as various arguments regarding the interaction between Latvian and Estonian laws and arguments regarding application of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.” The firm reported of its Estonian counterparts that “Eversheds Sutherland Ots & Co in turn has provided legal assistance to the Republic of Estonia through the Estonian Road Administration throughout the length of the dispute during an extensive arbitration process in Estonia.”

The Eversheds Sutherland Bitans team was led by Senior Attorney at law Raimonds Groza, assisted by Assistant Attorney at Law Krista Berziņa. According to Groza, “this matter was important not only due to cross-border component and depth analysis of Estonian and Latvian laws and New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards but also due to the fact that enforcement of Estonian arbitral awards in Latvia is in general rare; moreover, the size of the enforceable award is remarkable. In addition, an important fact is that the recognition and enforcement of the arbitral award in this particular case was requested by Republic of Estonia.”