Category: Deals and Cases

Dentons has advised CEE-based AmRest Holdings SE on its acquisition of 15 Kentucky Fried Chicken restaurants in Germany. Under the signed agreement, which is expected to take effect in the first quarter of 2017, Amrest will acquire the restaurants as well as the license to operate and develop the KFC brand in parts of Germany. The estimated purchase price is EUR 10.3 million.

AmRest, which is the largest publicly listed restaurant operator in Central Europe, operates more than 1,100 restaurants and cafes in 13 countries under a number of well-known brands, including KFC, Pizza Hut, Burger King and Starbucks, among others. The company already runs more than 500 KFC restaurants in eight countries.

The Dentons team, led by Frankfurt-based Counsel Till Buschmann, advised AmRest throughout the transaction on all German law aspects. In the first half of this year, Buschmann acted as lead counsel in AmRest’s acquisition of Starbucks’ German subsidiary (as reported by CEE Legal Matters on April 22, 2016). In 2015, local Dentons teams also assisted AmRest in acquiring the Starbucks franchises in Romania and Bulgaria (as reported on June 26, 2015).

Aleinikov & Partners has advised Lithuania’s UAB ICOR on the sale of its shares of OJSC Minskvodstroy from Belarus.

ICOR, formed in 1990, consists of approximately 70 enterprises, and Aleinikov & Partners reports that they “operate in industry and engineering solutions, buildings and community facilities’ services, energy and entertainment.”

Aleinikov & Partners provided, it reports, “advisory opinions on corporate law issues, transaction structuring, [and] cooperation with a broker and an escrow agent,” and “participated in drafting of the documentation, necessary for the performance of the transaction via Belarusian Currency and Stock Exchange.”

The firm’s team included senior lawyers Anna Tsymbalist and Ksana Sidoruk.

Wolf Theiss is advising Harvia Group Oy in its acquisition of Sentiotec, the sauna and wellness division of the Abatec Group. The Hitzenberger law firm advised the sellers. The signing took place on November 4, 2016.

As part of the sales process, Wolf Theiss is advising Harvia Group Oy in questions of Austrian, Romanian, and Serbian law, particularly as it applies to legal due diligence, the purchase agreement, and various other contracts that guarantee close collaboration between Sentiotec and the Abatec Group in the future.

Wolf Theiss Partner Michael Lind led the firm’s team on the deal, which also included, in Austria: Partners Gunter Bauer, Roland Marko, and Matthias Unterrieder, Counsel Jochen Anweiler, Senior Associates Katrin Stauber, Stefan Weishaupt, Consultant Paulina Pomorski, and Associates Markus Reinfeld, Iris Riepan, and Anna Schwamberger.

The Wolf Theiss team in Romania consisted of Partners Bryan Jardine, Ileana Glodeanu, and Adrian Ster, Senior Associate Adelina Iftime-Blagean, and Associates Rodica Cruceru, Diana Stetiu, Carmen Apopei, and Anca Alexandrescu.

The Wolf Theiss team in Serbia consisted of Partner Natasa Lalovic Maric, Senior Associates Katarina Stojakovic, Milos Andjelkovic, Marijana Zejakovic, and Maja Stankovic, and Associates Bojana Noskov, Alexander Ristic, and Nevana Skocic.

Hitzenberger did not reply to our inquiries on the deal.

Schoenherr has advised Immofinanz AG on the expansion of its STOP SHOP retail park portfolio in Slovakia through the acquisition of six shopping centers from the Austrian WM Group, which was represented by CHSH in Austria and by bpv Braun Partners in Slovakia. The financial terms of the transaction were not disclosed. The framework purchase agreement was signed on October 28, 2016, with closing of the transaction expected in the first quarter of 2017.

Immofinanz is a commercial real estate company focusing on the retail and office segments of several core markets in Europe: Austria, Czech Republic, Germany, Hungary, Poland, Romania, and Slovakia. The core business includes the management and development of properties. The company has a real estate portfolio of approximately EUR 5.4 billion that covers more than 360 properties. 

STOP SHOP is Immofinanz’s brand for retail parks in Austria and CEE. The portfolio consists of 66 retail parks in seven countries.

The WM Group is active as a real estate developer in Austria, Croatia, Hungary, Slovakia, and Slovenia.

Schoenherr supported the company on all Slovak legal aspects of the transaction with the WM Group, including the due diligence, the structuring of the transaction, and the drafting and negotiation of the SPA. The firm’s team was jointly led by Vienna-based Partner Michael Lagler and Bratislava-based Partner Sona Hekelova, assisted by Bratislava-based attorneys Peter Devinsky and Michal Lucivjansky and Associate Tomas Silhanek.

The CHSH team advising the WM Group consisted of Partner Johannes Aehrenthal and Associate Stephanie Heimel.

The bpv Braun Partners team was led by Partner Igor Augustinic, who, the firm reports, “has been advising the WM Group since the development of the shopping centers currently being sold started.” 

Image Source: immofinanz.com

Sayenko Kharenko, working with global advisors Fenwick & West (leading transaction counsel) and Allen & Overy (coordinating counsel), has advised Shanghai Giant Network Technology Co. on Ukrainian aspects of the USD 4.4 billion all-cash acquisition made by a consortium of Chinese private equity firms of Playtika Ltd (Playtika), one of the world’s largest social casino gaming companies, from Caesars Interactive Entertainment (CIE). Sorainen advised on Belarusian matters.

The consortium consists of SGNT, Giant Investment (HK) Limited; Yunfeng Capital (a private equity firm founded by Alibaba Group Holding’s founder Jack Ma); China Oceanwide Holdings Group Co.; China Minsheng Trust Co.; CDH China HF Holdings Company Limited; and Hony Capital Fund.

Playtika, which is headquartered in Israel, began operations in 2010 as a pioneer in free-to-play games on social networks and mobile platforms. In 2011, it was acquired by CIE for USD 100 million. As part of CIE, Playtika expanded from a 10-person start-up to 1,300 employees by 2016 with studios and offices in Argentina, Australia, Belarus, Canada, Israel, Japan, Romania, Ukraine, and the United States.

According to Sayenko Kharenko, the firm’s work included “legal due diligence of Playtika Group companies in Ukraine, transactional support, pre-closing group restructuring, closing and post-closing support.” The firm’s team was supervised by Partner Andrei Liakhov and co-led by Counsel Alina Plyushch and Senior Associate Oleksandr Nikolaichyk with support from Senior Associate Oleg Klymchuk and Associates Mykyta Polatayko, Kateryna Zhebanova, Andriy Zhupanyn, Mykhailo Grynyshyn, Oksana Andronyk, and Aida Karagezian. 

In addition to their roles as leading transaction counsel and coordinating counsel, respectively, Fenwick & West advised on Delaware law, and Allen & Overy advised on UK, Romanian and Russian law. In addition, the Yigal Arnon firm advised on matters of Israel law.

According to Sayenko Kharenko, legal counsel on the seller’s side included Latham & Watkins, Potter Anderson Corroon, Borden Ladner Gervais, and Addisons Lawyers. 

White & Case has advised P3 Logistic Parks (P3) and global investment company TPG Real Estate and developer Ivanhoe Cambridge on the sale of P3 to GIC, a sovereign wealth fund established by the government of Singapore. Kirkland & Ellis advised GIC on the EUR 2.4 billion deal, which White & Case describes as “the largest deal on the European real estate market this year, and the largest real estate deal in the Czech Republic ever.”

White & Case previously represented P3 in its 2013 acquisition of a EUR 523 million portfolio, as well as with respect to the recent EUR 1.4 billion long-term financing agreement with a group of international financing institutions (as reported on October 28, 2016).

According to White & Case, “over the course of the past three years, P3 Group, through a number of acquisitions in key markets across Europe, has grown into one of the largest fully integrated logistics and developer platforms in Europe, with a portfolio of 3.3 million square meters of storage and industrial premises across 163 modern warehouses in nine countries.”

“We are immensely pleased about this opportunity to provide legal assistance to a long-term client in a transaction of such exceptional format, a transaction which reflects the company’s growth strategy and confirms its leading position among European logistics property owners,” said White & Case Partner Petr Panek, who heads the firm’s CEE real estate practice group and led the firm’s team on the deal.

In addition to Panek, the White & Case team consisted of Partner Jonathan Weinberg, Local Czech Partner Vaclav Kubr, and Lawyers Karel Petrzela, Lubos Koucky and Vladimir Ivanco.

The Kirkland team included London Corporate Partners Matthew Elliott and Celyn Evans, Debt Finance Partner Michael Steele, Competition Partner Paula Riedel, and Tax Partners Jonathan Kandel and Frixos Hatjantonas.

Editor’s Note: After this article was published Kinstellar announced that lawyers from its Bulgarian, Czech, Romanian, Serbian, and Slovakian offices had worked alongside Kirkland & Ellis in advising GIC on the deal. Kinstellar noted that the deal involved a portfolio of over 163 sites primarily in Eastern and Southern Europe totaling 3.3 million square meters of warehouse space and additional land.”

The Kinstellar team consisted of Partner Jan Juroska and Associate Rudolf Schichor in the Czech Republic; Partner Razvan Popa and Managing Associate Mihaela Posirca in Romania; Partner Selma Mujezinovic and Associate Andreja Vrazalic in Serbia; Counsel Zuzana Hodonova and Associate Vladimir Simkovic in Slovakia; and Counsel Antonia Mavrova and Managing Associate Mladen Minev in Bulgaria.

Subsequently, Dentons announced that it had advised TPG Real Estate on the Polish and Romanian aspects of the deal, including sell-side due diligence. The firm’s 40+ team was led by Bucharest-based Partner Perry Zizzi and Warsaw-based Counsel Gabriel Olearnik. The same team advised P3 on the Romanian and Polish aspects of the recent EUR 1.4 billion pan-European refinancing of its logistics portfolio.

Fort has advised an ATRIUM group company in its EUR 12.5 million sale of the Shopping Centre Azur by means of a transfer of shares in SIA MD Galerija Azur to UAB KS Holding, a company registered in Lithuania, which is indirectly owned by Finnish trade group Kesko Oyj. Ellex advised the buyers.

Sources report that KS Holding intends to invest a further EUR 16 million into the Latvian shopping center.

The Fort team was headed by Partner Janis Likops and included Attorney at Law Roberts Prusis.

Sorainen has advised Wihuri, a Finnish company operating in technical trading, on the sale of its Estonian, Latvian, and Lithuanian subsidiaries to Avesco. Derling advised Avesco on the deal.

According to Sorainen, “the transaction was complicated due to the fact that it involved resolving a series of technical pre-closing arrangements and simultaneous closing in three jurisdictions.” 

The pan-Baltic Sorainen team was led by Partner Pekka Puolakka and included, among others, Senior Associate Jonas Kiauleikis and Associates Natalija Sestakova and Kai Vainola.  

The Kronbergs Cukste Derling team was led by Latvian Managing Partner Valters Kronbergs and included Partner Zane Veidemane-Berzina and Associate Liva Aleksejeva. They were assisted in Estonia by Partner Kristen Alvin of Glikman Alvin and in Lithuania by Dominas Derling Partner Gediminas Dominas and Domas Sileika.

White & Case has advised Waterland Private Equity Investments B.V. on its acquisition of 61.16% of the shares in Kredyt Inkaso S.A. from its current shareholders.

In the course of the tender offer announced at the end of July, the company from the Waterland group acquired 7,911,380 shares in Kredyt Inkaso and became the biggest investor in this debt collection company. Subscriptions were accepted in the period from August 16 to 29. In accordance with the announced conditions, the offeror undertook to acquire shares if over 60% of the Kredyt Inkaso shares were subscribed for and when the offeror obtained permits from the appropriate antimonopoly authorities. The conditions of the offer were met before its closing date.

This was the first investment of Waterland in Poland and its largest investment in this part of Europe.

White & Case was responsible for, among others, conducting a due diligence analysis of Kredyt Inkaso and several of its subsidiaries, including in Romania, Bulgaria, Russia and Luxembourg, preparing the text of the offer, and obtaining permissions from antimonopoly authorities in Poland and Russia.

The White & Case team was led by Partners Marcin Studniarek, Andrzej Sutkowski, and Aneta Hajska. The team also included Counsel Jakub Gubanski and Grzegorz Jukiel and Associates Jacek Polewski, Monika Duzynska, Klaudia Malczewska, Iwo Malobecki, Małgorzata Mroczek and Michal Plich from the firm’s Warsaw and White & Case offices.

Bondoc & Asociatii assisted White & Case with Romanian matters.

Allen & Overy has announced that it advised a consortium consisting of Macquarie Infrastructure and Real Assets (Europe) Limited (MIRA) and other global investors on the acquisition of a 30% interest in EP Infrastructure from Energeticky a Prumyslovy Holding, a.s. (EPH). The deal remains conditional on German and Austrian competition approvals, as well as a restructuring of EPH.

EP Infrastructure is a holding company for a portfolio of regulated infrastructure assets in Slovakia and the Czech Republic and also holds a 49% stake in Slovak gas transmission operator Eustream. EP Infrastructure is active in gas transmission, gas distribution, electricity supply and distribution, and district heating.

The multi-jurisdictional Allen & Overy M&A team was led by Partner Richard Evans and Senior Associate Jan Skuhravy, supported on the equity consortium arrangements by partner Sara Pickersgill and Associate Hugh Hobhouse. The Czech team consisted of corporate Counsel Prokop Verner and Senior Associates Magda Pokorna and Petra Mysakova. The Slovak team included Senior Associates Vojtech Palinkas, Tomas Bury, and Peter Stastny.